FILING STATEMENT

IN RESPECT OF

THE QUALIFYING TRANSACTION OF

SAASQUATCH CAPITAL CORP.

INVOLVING THE AMALGAMATION OF

JASPER INTERACTIVE STUDIOS INC.

AND

2869943 ONTARIO INC.,

A WHOLLY-OWNED SUBSIDIARY OF SAASQUATCH CAPITAL CORP.

February 11, 2022

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this filing statement. All forward-looking calculations of Resulting Issuer securities have been calculated on the basis that the conversion of Jasper securities into Resulting Issuer Shares occurred as of February 16, 2022. Such numbers are subject to adjustment depending on the date of actual conversion.

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GLOSSARY ................................................................................................................................................................. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ............................................ 1 CURRENCY PRESENTATION ................................................................................................................................ 1 SUMMARY OF FILING STATEMENT .................................................................................................................. 2 SaaSquatch…… ............................................................................................................................................. 2 Jasper. ............................................................................................................................................................ 2 The Qualifying Transaction ......................................................................................................................... 3 Steps of the Qualifying Transaction ............................................................................................................ 4 Completion of the Qualifying Transaction .................................................................................................. 6 Conditional Listing Approval ....................................................................................................................... 6 Selected Financial Information of SaaSquatch ........................................................................................... 6 Selected Financial Information of Jasper .................................................................................................... 7 Information about Resulting Issuer ............................................................................................................. 7 Selected Pro Forma Financial Information ................................................................................................. 8 Interests of Insiders, Promoters and Control Persons ...................................................................................... 9 Conflicts of Interest ....................................................................................................................................... 9 Non-Arm’s Length Qualifying Transaction .................................................................................................... 9 Sponsorship .................................................................................................................................................... 9 Interests of Experts ....................................................................................................................................... 9 Risk Factors ................................................................................................................................................... 9 THE QUALIFYING TRANSACTION ................................................................................................................... 11 Steps of the Qualifying Transaction .......................................................................................................... 12 Completion of the Qualifying Transaction ................................................................................................ 14 Conditional Listing Approval ..................................................................................................................... 14 INFORMATION CONCERNING SAASQUATCH .............................................................................................. 15 Corporate Structure .................................................................................................................................... 15 General Development of the Business ........................................................................................................ 15 Selected Financial Information .................................................................................................................. 15 Management’s Discussion and Analysis .................................................................................................... 15 Description of Securities ............................................................................................................................. 16 Prior Sales .................................................................................................................................................... 17 TSXV Price .................................................................................................................................................. 17 Interests of Insiders, Promoters and Control Persons ............................................................................. 18 Conflicts of Interest ..................................................................................................................................... 18 Non-Arm’s Length Qualifying Transaction .............................................................................................. 18 Legal Proceedings ........................................................................................................................................ 18 Auditor, Transfer Agents and Registrars .................................................................................................. 18 Material Contracts ...................................................................................................................................... 18 INFORMATION CONCERNING JASPER ........................................................................................................... 20 Corporate Structure .................................................................................................................................... 20 General Development of the Business ........................................................................................................ 20 Narrative Description of the Business ....................................................................................................... 20 Selected Financial Information .................................................................................................................. 27 Description of Securities ............................................................................................................................. 28 Consolidated Capitalization ....................................................................................................................... 29 Prior Sales .................................................................................................................................................... 30 Executive Compensation ............................................................................................................................. 31 Non-Arm’s Length Party Transactions ..................................................................................................... 33 Legal Proceedings ........................................................................................................................................ 34 Material Contracts ...................................................................................................................................... 34 INFORMATION CONCERNING THE RESULTING ISSUER .......................................................................... 35 Name and Incorporation ............................................................................................................................. 35 Intercorporate Relationships ...................................................................................................................... 35 Narrative Description of the Business ....................................................................................................... 35

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Business Objectives and Milestones of the Resulting Issuer .................................................................... 35 Description of Resulting Issuer Securities ................................................................................................. 36 Pro Forma Consolidated Capitalization .................................................................................................... 36 Fully Diluted Share Capital ........................................................................................................................ 36 Resulting Issuer Available Funds and Principal Purposes ...................................................................... 37 Selected Pro Forma Consolidated Financial Information ....................................................................... 38 Dividend Policy ............................................................................................................................................ 38 Resulting Issuer Principal Securityholders ............................................................................................... 38 Resulting Issuer Officers, Directors and Promoters ................................................................................ 38 Resulting Issuer Executive Compensation ................................................................................................ 44 Employment Agreements ............................................................................................................................ 45 Indebtedness of the Resulting Issuer’s Directors and Officers ................................................................ 45 Investor Relations Arrangements .............................................................................................................. 45 Options to Purchase Securities ................................................................................................................... 45 Escrowed Securities ..................................................................................................................................... 46 Auditors, Transfer Agent and Registrar ................................................................................................... 49 Risk Factors ................................................................................................................................................. 49 OTHER MATERIAL FACTS .................................................................................................................................. 65 SPONSORSHIP ......................................................................................................................................................... 65 INTEREST OF EXPERTS ....................................................................................................................................... 66 BOARD APPROVAL ................................................................................................................................................ 66 Schedule “A” Financial Statements of SaaSquatch for the period from incorporation to September 30, 2021 ................................................................................................................................................................................... A-1 Schedule “B” Management’s Discussion and Analysis of SaaSquatch for the period from incorporation to September 30, 2021 .................................................................................................................................................. B-1 Schedule “C” Financial Statements of Jasper for the fiscal years ended July 31, 2020 and 2021 .................... C-1 Schedule “D” Management’s Discussion and Analysis of Jasper for the fiscal years ended July 31, 2020 and 2021 ........................................................................................................................................................................... D-1 Schedule “E” Financial Statements of Jasper for the three-month period ended October 31, 2021 ................ E-1 Schedule “F” Management’s Discussion and Analysis of Jasper for the three-month period ended October 31, 2021 ........................................................................................................................................................................... F-1 Schedule “G” Pro Forma Financial Statements of Resulting Issuer ................................................................... G-1 ACKNOWLEDGEMENT – PERSONAL INFORMATION .............................................................................. C-1 CERTIFICATE OF SAASQUATCH .................................................................................................................... C-2 CERTIFICATE OF JASPER ................................................................................................................................. C-3

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GLOSSARY

Unless the context otherwise requires or where otherwise provided, the following words and terms shall have the meanings set forth below when used in this Filing Statement, including the schedules hereto.

Affiliate ” means a company that is affiliated with another company as described below.

A company is an “Affiliate” of another company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same person.

A company is “controlled” by a person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that person, and
(b) the voting securities, if voted, entitle the person to elect a majority of the directors of the company.

A person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that person, or
(b) an Affiliate of that person or an Affiliate of any company controlled by that person.

“ Agency Agreement ” means the agency agreement dated October 21, 2021 among SaaSquatch, Jasper and the Agent in connection with the Offering.

“ Agent ” means Echelon Wealth Partners Inc., the agent pursuant to the Agency Agreement in connection with the Offering.

“ Amalco ” means the corporation resulting from the amalgamation of Subco and Jasper pursuant to the Amalgamation.

“ Amalco Shares ” means the common shares in the capital of Amalco.

“ Amalgamation ” means the amalgamation of Subco and Jasper in accordance with the terms and subject to the conditions of the Business Combination Agreement pursuant to which Subco and Jasper will amalgamate to form Amalco and Jasper Shareholders will receive 13.94832883 Resulting Issuer Shares for each Jasper Share held by such Jasper Shareholder immediately prior to the Effective Time.

“ Amalgamation Agreement ” means the amalgamation agreement to be entered into between Jasper, Subco and SaaSquatch to give effect to the Amalgamation.

“ Articles of Amalgamation ” means the articles of amalgamation of Subco and Jasper in respect of the Amalgamation that are required by the OBCA to be filed with the OBCA director in order to effect the Amalgamation.

“ Associate ” when used to indicate a relationship with a person, means:

(a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling him or her to more than 10% of the voting rights attached to outstanding securities of the issuer;
(b) any partner of the person;
(c) any trust or estate in which the person has a substantial beneficial interest or in respect of which a person serves as trustee or in a similar capacity; and

(d) in the case of a person who is an individual:
(i) that person’s spouse or child; or
(ii) any relative of the person or of his or her spouse who has the same residence as that person;

but

(e) where the TSXV determines that two persons shall, or shall not, be deemed to be associates with respect to a Member (as such term is defined in the TSXV Manual) firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company.

“ Audit Committee ” has the meaning ascribed thereto under “ Information Concerning the Resulting Issuer – Resulting Issuer Officers and Directors – Committees ”.

“ BCBCA ” means the Business Corporations Act (British Columbia), as amended.

“ Business Combination Agreement ” means the Business Combination Agreement dated October 7, 2021 between Jasper, Subco and SaaSquatch to give effect to the Amalgamation.

“ Business Day ” means any day other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario.

“ Compensation Warrants ” means the common share purchase warrants of Jasper issued to the Agent in connection with the Offering which, when exchanged for compensation warrants of the Resulting Issuer in connection with the Qualifying Transaction will result in the issuance of warrants to purchase 942,160 Resulting Issuer Shares.

“ CPC Escrow Agreement ” means the escrow agreement in Form 2F of the Exchange dated August 3, 2021 among Odyssey, as escrow agent, the Corporation and each of the securityholders of SaaSquatch party to the escrow agreement.

“ CPC Escrow Shares ” means the securities of SaaSquatch held in escrow pursuant to the CPC Escrow Agreement.

“ CPC ” means a corporation: (a) that has been incorporated or organized in a jurisdiction in Canada; (b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities commissions in Canada in compliance with Policy 2.4 of the TSXV Manual; and (c) in regard to which the Final Exchange Bulletin has not yet been issued.

“ Effective Date ” means the effective date of the Amalgamation.

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date.

“ Escrow Release Conditions ” means:

(a) the completion, satisfaction or waiver of all conditions precedent to the completion of the Qualifying Transaction pursuant to, and in accordance with, the Business Combination Agreement, other than the filing of articles of amalgamation or other applicable documentation as may be required pursuant to corporate law to effect the Qualifying Transaction and conditions which by their nature require the release of the Escrowed Funds;
(b) the Resulting Issuer Shares (including the Resulting Issuer Warrant Shares issuable upon exercise of the Resulting Issuer Warrants) being conditionally approved for listing on the TSXV and the completion, satisfaction or waiver of all conditions precedent to such listing (other than the completion of the Qualifying Transaction and conditions which by their nature require the release of the Escrowed Funds);
(c) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection

with the Qualifying Transaction;

(d) the distribution of: (A) the Underlying Shares and Subscription Receipt Warrants underlying the Subscription Receipts; and (B) the Resulting Issuer Shares and Resulting Issuer Warrants to be issued in exchange for the Jasper Shares and Subscription Receipt Warrants, as applicable, pursuant to the Qualifying Transaction being exempt from applicable prospectus and registration requirements of applicable Securities Laws, and such Resulting Issuer Shares and Resulting Issuer Warrants being free of any statutory hold periods under applicable Canadian Securities Laws; and
(e) the Corporation and the Agent shall have delivered an escrow release notice to the Subscription Receipt Agent pursuant to the Subscription Receipt Agreement confirming that items (a) through (d), inclusive, have been satisfied.

“ Escrowed Funds ” means the aggregate of (i) the aggregate gross proceeds of the Offering, less the costs and expenses of or incurred by the Agent incurred up to the closing date of the Offering and 50% of the cash commission payable to the Agent, which was deposited by or at the direction of Jasper with the Subscription Receipt Agent on the closing date of the Offering to be held in escrow; and (ii) any income (including interest or gains) derived from investing such funds.

“ Exchange Ratio ” means 13.94832883: 1.

“ Filing Statement ” means this filing statement of SaaSquatch dated February 11, 2022 filed with the TSXV pursuant to the TSXV requirements.

“ Final Exchange Bulletin ” means the TSXV bulletin issued following closing of a QT and the submission of all required documentation and that evidences the final TSXV acceptance of a QT.

“ Finder ” means Sequoia Partners Inc.

“ Finder’s Fee ” means the finder’s fee payable to the Finder in consideration of acting as a finder in connection with the Qualifying Transaction.

“ Governmental Authority ” means any Canadian or foreign, federal, provincial, state, county, regional, local or municipal government, any agency, administration, board, bureau, commission, department, service, or other instrumentality or political subdivision of the foregoing, and any Person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or monetary policy (including any court or arbitration authority).

“ Initial Listing Requirements ” means the minimum financial, distribution and other standards that must be met by applicants seeking a listing on a particular tier of the TSXV.

“ Insider ” has the meaning ascribed thereto in the TSXV Manual.

“ Jasper ” means Jasper Interactive Studios Inc., a corporation incorporated under the OBCA.

“ Jasper Convertible Debentures ” means the 10% unsecured convertible debentures issued by Jasper which, pursuant to the terms thereof, will convert into Jasper Shares automatically immediately prior to the Amalgamation.

“ Jasper Debenture Shares ” means Jasper Shares issuable on the conversion of the Jasper Convertible Debentures.

“ Jasper Options ” means options issued pursuant to Jasper’s stock option plan to purchase Jasper Shares.

“ Jasper Shareholders ” means holders of Jasper Shares.

“ Jasper Shares ” means the Class A common shares in the capital of Jasper.

“ Jasper Debenture Warrants ” means the common share purchase warrants of Jasper issued to holders of Jasper Convertible Debentures concurrent with the issuance of the Jasper Convertible Debentures.

“ Jasper Tranche One Broker Warrants ” mean those broker warrants issued by Jasper to certain brokers that assisted Jasper in the issuance of the first tranche of Jasper Convertible Debentures entitling the holder(s) thereof, on the payment of the exercise price therefor, to acquire Jasper Shares and Jasper Warrants.

“ Jasper Tranche Two Broker Warrants ” mean those broker warrants issued by Jasper to certain brokers that assisted Jasper in the issuance of the second tranche of Jasper Convertible Debentures entitling the holder(s) thereof, on the payment of the exercise price therefor, to acquire Jasper Shares.

“ Jasper Warrants ” means the issued and outstanding common share purchase warrants of Jasper other than the Jasper Debenture Warrants, the Jasper Tranche One Broker Warrants and the Jasper Tranche Two Broker Warrants and the Subscription Receipt Warrants.

“ Letter of Intent ” means the letter agreement dated September 16, 2021 between Jasper and SaaSquatch pursuant to which the parties agreed to effect the Qualifying Transaction.

" Licences " means all licences, permits, approvals, orders, authorizations, registrations, findings of suitability, franchises, exemptions, waivers and entitlements issued or proposed to be issued by a Governmental Authority required for, or relating to, the conduct of the Business.

“ Liquidity Event ” means any of the following: (i) an initial public offering of Jasper’s securities resulting in Jasper’s securities being listed for trading on a stock exchange and Jasper becoming a “reporting issuer” (as that term or its equivalent is defined in applicable securities legislation) in any jurisdiction of Canada (or the equivalent in any other jurisdiction); (ii) an amalgamation, arrangement, merger, reverse takeover, reorganization or other similar transaction of Jasper with or into any other person (provided that the other person is not an affiliate of Jasper) whereby all of the issued and outstanding Jasper Shares are sold, transferred or exchanged for securities that are listed on a stock exchange, or which results in all of the Jasper Shares (or the securities of a successor issuer) being listed on a stock exchange and not being not subject to any restricted period or hold period under applicable securities laws in Canada or any other jurisdiction (other than in respect of resales by control persons or any escrow requirements of an applicable stock exchange); or (iii) an equity financing resulting in Jasper receiving minimum aggregate gross proceeds of not less than $2,500,000.

“ Liquidity Event Conversion Price ” means the lesser of: (i) (A) in the event that the Liquidity Event occurs on or prior to December 31, 2021, the issue price of the securities (whether a single security or a unit of securities) issued in a concurrent financing to the Liquidity Event (the “ Liquidity Event Issue Price ”) less a discount of 25%; and (B) in the event that the Liquidity Event occurs after December 31, 2021 but prior to March 31, 2024, the Liquidity Event Issue Price less a discount of 35%, provided, however, that if the security issued in a concurrent financing to the Liquidity Event is a convertible security, the Liquidity Event Conversion Price shall be at a discount of 25% (in the case of a Liquidity Event occurring prior to December 31, 2021) or 35% (in the case of a Liquidity Event occurring thereafter) to the conversion price of such convertible security; and (ii) $7.05 per Jasper Share; and for purposes of the conversion of the Jasper Convertible Debentures in connection with the Qualifying Transaction, shall be $4.5332.

“ Market Price ” has the meaning ascribed thereto under Policy 1.1 – Interpretation of the TSXV Manual.

“ Material Adverse Effect ” means, with respect to any party, any change, event, effect, occurrence or state of facts that has, or could reasonably be expected to constitute a material adverse change in respect of or to have an effect that is materially adverse to, the business, assets, liabilities (including contingent liabilities), conditions (financial or otherwise), prospects or results of operations of the party and its subsidiaries, as applicable, taken as a whole. The foregoing shall not include any change or effects attributable to: (a) changes relating to general economic, political or financial conditions; (b) the state of securities markets in general; (c) changes affecting the technology industry, in general, which does not have a materially disproportionate effect on any party; or (d) the announcement of the Qualifying Transaction.

“ Name Change ” means the amendment to the articles of incorporation of SaaSquatch to effect the name change of SaaSquatch to “Jasper Commerce Inc.” or such other name as Jasper may determine and is acceptable to the applicable regulatory authorities.

“ NEO ” means a named executive officer.

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees .

“ Non-Arm’s Length Party ” has the meaning ascribed thereto in Policy 1.1 of the TSXV Manual.

“ Non-Arm’s Length Qualifying Transaction ” has the meaning ascribed thereto in Policy 2.4 of the TSXV Manual.

“ OBCA ” means the Business Corporations Act (Ontario), as amended.

“ OBCA Director ” means the director appointed pursuant to Section 278 of the OBCA.

“ Odyssey ” means Odyssey Trust Company, the registrar and transfer agent for the SaaSquatch Shares.

“ Offering ” has the meaning ascribed thereto under the heading “ Information Concerning Jasper – General Development of the Business ”.

“ Person ” means an individual, partnership, corporation, limited liability corporation, trust or any other entity.

“ Promoter ” has the meaning ascribed thereto in Policy 1.1 of the TSXV Manual.

“ QT ” means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means.

“ Qualifying Transaction ” means the business combination involving SaaSquatch and Jasper, that will result in a reverse take-over of SaaSquatch by Jasper pursuant to a “three-cornered amalgamation” among SaaSquatch, Subco and Jasper, which, if completed, is intended to constitute the QT of SaaSquatch in compliance with Policy 2.4 of the TSXV Manual and following which securityholders of Jasper will own the substantial majority of the shares of the Resulting Issuer.

“ Resulting Issuer ” means SaaSquatch after completion of the Qualifying Transaction.

“ Resulting Issuer Board ” means the board of directors of the Resulting Issuer as the same is constituted from time to time.

“ Resulting Issuer Compensation Warrants ” means, collectively, the SaaSquatch Agent’s Warrants following completion of the Share Consolidation and the Qualifying Transaction and the compensation warrants of the Resulting Issuer issued in exchange for the Jasper Tranche Two Broker Warrants and the Compensation Warrants, all exercisable to acquire Resulting Issuer Shares.

“ Resulting Issuer Escrow Shares ” has the meaning ascribed to it under the heading “ Information Concerning the Resulting Issuer – Escrowed Securities ”.

“ Resulting Issuer Option Plan ” means the SaaSquatch Option Plan upon completion of the Qualifying Transaction.

“ Resulting Issuer Options ” means the SaaSquatch Replacement Options upon completion of the Qualifying Transaction.

“ Resulting Issuer Shares ” means the common shares in the capital of the Resulting Issuer after giving effect to the Share Consolidation and upon completion of the Qualifying Transaction.

“ Resulting Issuer SR Warrants ” means the Resulting Issuer Warrants issued in exchange for the Subscription Receipt Warrants pursuant to the terms of the Warrant Indenture and Warrant Indenture Supplement.

“ Resulting Issuer Unit Compensation Warrants ” means the unit compensation warrants of the Resulting Issuer exercisable to acquire Resulting Issuer Shares and Resulting Issuer Warrants.

“Resulting Issuer Warrant Shares ” means the Resulting Issuer Shares issuable upon exercise of the Resulting Issuer Warrants

“ Resulting Issuer Warrants ” means the SaaSquatch Replacement Warrants upon completion of the Qualifying Transaction.

“ SaaS ” means software-as-a-service.

“ SaaSquatch ” means SaaSquatch Capital Corp., a corporation existing under the BCBCA.

“ SaaSquatch Board ” means the board of directors of SaaSquatch.

“ SaaSquatch Agent’s Warrants ” means warrants to purchase SaaSquatch Shares, each exercisable to acquire one SaaSquatch Share at a price of $0.10 for a period of five years following the date the SaaSquatch Shares commenced trading on the TSXV.

“ SaaSquatch Option Plan ” means the current stock option plan of SaaSquatch.

“ SaaSquatch Replacement Options ” means the options to purchase SaaSquatch Shares issued in exchange for the Jasper Options in accordance with the Business Combination Agreement.

“ SaaSquatch Replacement Warrants ” means the common share purchase warrants issued in exchange for the Jasper Warrants and the Jasper Debenture Warrants in accordance with the Business Combination Agreement.

“ SaaSquatch Shareholders ” means the holders of SaaSquatch Shares.

“ SaaSquatch Shares ” means the common shares in the capital of SaaSquatch.

“ Securities Laws ” means, as applicable, the securities laws, regulations, rules, rulings, published fees schedules, prescribed forms, policy statements, notices, blanket rulings, orders and other regulatory instruments in a particular jurisdiction, together with applicable other regulatory instruments of the securities regulatory authorities in such jurisdictions;.

“ Share Consolidation ” means the consolidation by SaaSquatch of the SaaSquatch Shares on the basis of two (2) preconsolidation SaaSquatch Shares for each one (1) post-consolidation SaaSquatch Share.

“ Significant Assets ” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, would result in the CPC meeting the Initial Listing Requirements.

“ Subco ” means 2869943 Ontario Inc., a wholly-owned subsidiary of SaaSquatch, created under the OBCA for the purposes of effecting the Qualifying Transaction.

“ Subco Shares ” means the common shares in the capital of Subco.

“ Subscription Receipt Agent ” means Odyssey Trust Company, in its capacity as subscription receipt agent in connection with the Offering.

“ Subscription Receipt Agreement ” means the subscription receipt agreement dated October 21, 2021 among Jasper, Odyssey Trust Company and the Agent with respect to, among other things, the issuance of the Subscription Receipts and the escrow of the Escrowed Funds.

“ Subscription Receipt Warrants ” means the common share purchase warrants of Jasper issued pursuant to the Warrant Indenture (as supplemented by the Warrant Indenture Supplement) in connection with the conversion of the Subscription Receipts.

“ Subscription Receipts ” means the subscription receipts of Jasper to be issued pursuant to the Offering.

“ Tax Act ” means the Income Tax Act (Canada), as amended.

“ TSXV ” or the “ Exchange ” means the TSX Venture Exchange Inc.

“ TSXV Manual ” means the TSXV Corporate Finance Manual.

“ Underlying Shares ” means the Jasper Shares issuable upon conversion of the Subscription Receipts.

“ United States ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“ Value Escrow Shares ” means SaaSquatch Shares to be held in escrow pursuant to Section 4 of TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions , pursuant to the QT Escrow Agreement as more particularly described in this Filing Statement.

“Value Security Escrow Agreement” means the Exchange Form 5D Tier 2 Value Security Escrow Agreement to be entered into in connection with the Completion of the Qualifying Transaction between the Resulting Issuer, Odyssey and certain Jasper shareholders, as more particularly described in this Filing Statement.

“ Warrant Indenture ” means the warrant indenture dated October 21, 2021 entered into between the Corporation and Odyssey Trust Company, as warrant agent, governing the creation and issue of the Warrants and the Resulting Issuer SR Warrants.

“ Warrant Indenture Supplement ” means an indenture supplement to the Warrant Indenture entered into in accordance with the terms and provisions of the Warrant Indenture.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Filing Statement includes “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws. All information, other than statements of historical facts, included in this Filing Statement that address activities, events or developments that SaaSquatch or Jasper expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of SaaSquatch’s and Jasper’s businesses, operations, plans and other such matters is forward-looking information. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, among others, information regarding: expectations regarding whether the Qualifying Transaction will be completed, including whether conditions, including shareholder and regulatory approvals, to the Qualifying Transaction will be satisfied, or the time for completing the Qualifying Transaction; expectations for the effects of the Qualifying Transaction, the potential benefits of the Qualifying Transaction; statements relating to the business and future activities of, and developments related, to SaaSquatch and Jasper after the date of this Filing Statement; statements based on the audited financial statements of SaaSquatch or Jasper; the success of investment activities; expectations for other economic, business, regulatory and/or competitive factors related to SaaSquatch or Jasper in general; the business objectives and milestones of the Resulting Issuer; the principal uses of available funds, including the funds to be used for anticipated investments; and other events or conditions that may occur in the future.

Investors are cautioned that forward-looking information and statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of SaaSquatch and Jasper at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the ability to complete the Qualifying Transaction; possible termination of the Business Combination Agreement; the issuance of additional Resulting Issuer Shares in the future; increased price volatility of the Resulting Issuer Shares following completion of the Qualifying Transaction; the diversion of management attention; the requirements of being a reporting issuer; compliance with laws; ability to obtain and retain necessary Licenses and permits; compliance with applicable laws, changes in laws, regulations and guidelines; business strategy; risks inherent in strategic alliances; risks associated with divestment; competition; dependence on key management personnel; conflicts of interest; operations in the United States; foreign investments; limited operating history; liquidity and additional financing; difficulty to forecast; reputational risks to third parties; management of growth; equity price risk; anti-money laundering laws and regulation risks; security over underlying assets; unknown defects and impairments; challenging global financial conditions; credit and liquidity risk; litigation; hedging risk; cybersecurity risks; risks related to dividend payments. Risks involving the Qualifying Transaction and the Resulting Issuer that may affect results of operations, earnings and expected benefits of the Qualifying Transaction are discussed under the heading “ Information Concerning the Resulting Issuer – Risk Factors ”. Although SaaSquatch and Jasper have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date given and SaaSquatch and Jasper do not undertake any obligation to revise or update any forward-looking information other than as required by applicable law.

CURRENCY PRESENTATION

SaaSquatch reports in Canadian dollars. Accordingly, unless otherwise indicated, all references to “ $ ” in this Filing Statement refer to Canadian dollars.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to SaaSquatch, Jasper and the Resulting Issuer (assuming completion of the Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Capitalized words and terms in this summary have the same meanings as set forth in the Glossary and elsewhere in this Filing Statement.

SAASQUATCH

SaaSquatch was incorporated pursuant to the provisions of the BCBCA on March 22, 2021 and completed its initial public offering on August 11, 2021. SaaSquatch is a CPC and its principal business is to identify and evaluate businesses and assets with a view to completing a QT and, having identified and evaluated such opportunities, to negotiate an acquisition or participation subject to acceptance by the TSXV. The SaaSquatch Shares are listed on the TSXV under the symbol “SAAS.P”. Trading of the SaaSquatch Shares has been halted by the Exchange since September 16, 2021 pending completion of the Qualifying Transaction. The market price of the SaaSquatch Shares on the TSXV on September 15, 2021, the last day of trading immediately prior to the halt, was $0.10. See “ Information Concerning SaaSquatch – Corporate Structure ”.

Jasper

Jasper is a corporation existing under the OBCA and was incorporated pursuant to a certificate of incorporation issued under the OBCA on August 23, 2010. The articles of incorporation were subsequently amended on June 15, 2017 to delete certain classes of shares such that, following such amendment, the Jasper Shares were the only authorized class of shares of Jasper.

Jasper’s product is a Software-as-a-service (SaaS) Product Information Management (“ PIM “) solution empowering eCommerce retailers, wholesalers or distributors to: centralize, organize and richly merchandise their products from a single central repository.

Jasper’s customers use its PIM as a powerful supplement to their existing eCommerce storefront (for example, Shopify) or eCommerce marketplace (such as Amazon) to reach exciting new consumer markets and increase their online sales. Jasper PIM customers also save significant time and money using utilities within the PIM that streamline product data management operations in a way that the other eCommerce systems, cannot.

With Jasper PIM, eCommerce merchants can schedule promotional pricing in advance, enrich product data with complex imagery, videos and marketing content, manage complex attribution, and setup product relationships between multiple products in order to upsell or cross-sell their goods and services. The PIM also supports the batch management of product information, including support for multiple languages, currencies and inventory locations, affording the customer the ability to manage multiple storefronts or marketplaces, quickly and accurately.

Jasper has forged distribution partnerships with some of the most prominent eCommerce shopping platforms on the market (i.e. Shopify, BigCommerce and Magento, an Adobe Company). These partnerships represent a significant distribution opportunity; the aggregate potential user base between them is estimated at greater than 1,000,000 eCommerce merchants. In addition, on August 30, 2021, Jasper signed a new partnership agreement with Square, Inc. (www.squareup.com) to make Jasper’s Ultralite PIM available for its own app store users.

Jasper recently released a specialized plugin for the Shopify App Store, in order to enable smaller eCommerce merchants a quick-and-easy pathway to install and discovery of the benefits of the PIM. Jasper considers a small merchant to be one having less than $250,000 / year in revenues. It is expected that approximately 75% of Shopify’s distribution opportunity includes very small merchants that Jasper is uniquely qualified to serve.

Jasper’s primary revenue model is subscription based, whereby customers sign up for a month-to-month or annual term, agreeing to pay Jasper monthly (or annually) for ongoing usage of the PIM platform.

Jasper also earns revenue from carefully curated strategic professional services, offered by qualified Jasper staff, which include assistance with the setup of the product, training on best-practices, and solution planning with the intent of integrating the PIM with other business systems.

No public market exists for the securities of Jasper as of the date hereof. See “ Information Concerning Jasper – Corporate Structure ”.

The Qualifying Transaction

On September 16, 2021, Jasper entered into the Letter of Intent with SaaSquatch with respect to the Qualifying Transaction. On October 7, 2021, Jasper entered into the Business Combination Agreement with SaaSquatch which superseded the Letter of Intent. The Qualifying Transaction is intended to result in a reverse takeover of SaaSquatch by the Jasper Shareholders which, upon completion, will constitute a QT for SaaSquatch under Policy 2.4 of the TSXV Manual and Jasper Shareholders will own the substantial majority of the Resulting Issuer Shares.

Pursuant to the terms of the Business Combination Agreement, SaaSquatch will acquire 100% of the issued and outstanding securities of Jasper by way of a “three-cornered” amalgamation pursuant to which Jasper and Subco will amalgamate to form Amalco, which will be a wholly-owned subsidiary of SaaSquatch.

On October 21, 2021, Jasper completed the Offering in connection with the Qualifying Transaction. The proceeds of the Offering are currently held in escrow by the Subscription Receipt Agent subject to the waiver and/or satisfaction of the Escrow Release Conditions. See “ Information Concerning Jasper – Financings ”.

Upon closing of the Qualifying Transaction, each Jasper Shareholder will be entitled to receive 13.94832883 Resulting Issuer Shares for each Jasper Share held by such Jasper Shareholder. In addition, each security convertible into, or exercisable for, Jasper Shares will be exchanged for 13.94832883 securities convertible into, or exercisable for, Resulting Issuer Shares, having substantially the same terms and conditions as the security convertible into, or exercisable for, Jasper Shares, and will entitle the holder thereof to acquire, upon exercise of each whole security of the Resulting Issuer, and for the consideration payable therefor (subject to adjustment), one Resulting Issuer Share.

As at the date of this Filing Statement, SaaSquatch has 13,000,000 SaaSquatch Shares issued and outstanding, as well as 200,000 SaaSquatch Agent’s Warrants at an exercise price of $0.10 per share.

As at the date of this Filing Statement, there are 1,940,681 Jasper Shares, Jasper Warrants to acquire 316,887 Jasper Shares, Jasper Options to acquire 170,000 Jasper Shares, Jasper Convertible Debentures in the aggregate principal amount of $3,483,000, Jasper Debenture Warrants to acquire 167,184 Jasper Shares, 27 Jasper Tranche One Broker Warrants, Jasper Tranche Two Broker Warrants to acquire 35,030 Jasper Shares (calculated with reference to the Exchange Ratio of the Qualifying Transaction), 12,000,000 Subscription Receipts convertible into Underlying Shares and Subscription Receipt Warrants subject to satisfaction or waiver of the Escrow Release Conditions and 942,160 Compensation Warrants.

At the time of closing of the Qualifying Transaction, SaaSquatch will issue:

(i) 27,034,388 Resulting Issuer Shares at a deemed price of $0.50 per share to the holders of Jasper Shares (not including Underlying Shares, Jasper Shares issuable on the conversion of the Jasper Convertible Debentures or Jasper Shares in respect of which a holder thereof has validly exercised dissent rights under the OBCA);
(ii) 12,000,000 Resulting Issuer Shares to the holders of Underlying Shares;

(iii) 11,104,447 Resulting Issuer Shares to the holders of Jasper Convertible Debentures[1] ;
(iv) 1,440,784 Resulting Issuer Shares in consideration of the Finder’s Fee;
(v) 4,420,045 SaaSquatch Replacement Warrants to the holders of Jasper Warrants;
(vi) 2,331,946 SaaSquatch Replacement Warrants to the holders of Jasper Debenture Warrants;
(vii) 6,000,000 Resulting Issuer SR Warrants to the holders of the Subscription Receipt Warrants;
(viii) 942,160 Resulting Issuer Compensation Warrants to the holders of the Compensation Warrants;
(ix) Resulting Issuer Unit Compensation Warrants to the holders of the Jasper Tranche One Broker Warrants to acquire in the aggregate 83,077 Resulting Issuer Shares and 18,077 Resulting Issuer Warrants;
(x) 488,615 Resulting Issuer Compensation Warrants to the holders of the Jasper Tranche Two Broker Warrants; and
(xi) 2,371,218 SaaSquatch Replacement Options to the holders of Jasper Options.

See “Information Concerning the Resulting Issuer – Description of Resulting Issuer Securities” .

Upon completion of the Qualifying Transaction, there will be approximately 58,079,619 Resulting Issuer Shares issued and outstanding (after giving effect to the conversion of the Subscription Receipts) on a non-diluted basis, of which approximately 51,579,619 Resulting Issuer Shares will be held by former Jasper Shareholders (including in respect to the holders of the Jasper Shares in connection with the conversion of the Subscription Receipts and in resect of Resulting Issuer Shares issued in satisfaction of the Finder’s Fee) and approximately 6,500,000 Resulting Issuer Shares will be held by former SaaSquatch Shareholders. Upon completion of the Qualifying Transaction, the Resulting Issuer will be owned as follows: approximately 88.81% by former Jasper Shareholders and approximately 11.19% by former SaaSquatch Shareholders on a non-diluted basis.[1]

See “ The Qualifying Transaction ”.

Steps of the Qualifying Transaction

The Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction and as such, SaaSquatch Shareholders are not required to approve the Qualifying Transaction. It is currently the intention of the parties that the Name Change and Share Consolidation will be effected prior to completion of the Qualifying Transaction and election of the new directors and appointment of the new auditors of the Resulting Issuer will become effective upon closing of the Qualifying Transaction.

Immediately prior to the Effective Time of the Amalgamation and subject to the satisfaction and/or waiver of the Escrow Release Conditions, each Subscription Receipt will convert automatically into such fraction of an Underlying Share and such fraction of a Subscription Receipt Warrant such that following the exchange of Underlying Shares and Subscription Receipt Warrants for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, pursuant to the Amalgamation, a holder of a Subscription Receipt shall receive, for each Subscription Receipt held, one (1) Resulting Issuer Share and one-half of one (0.5) Resulting Issuer Warrant, without payment of additional

1 Assumes an Effective Date of February 16, 2022 for the purposes of calculating the accrued interest on the Jasper Convertible Debentures that will be converted into Jasper Shares and then exchanged for Resulting Issuer Shares in connection with the Amalgamation.

The number of shares to be issued to former SaaSquatch Shareholders is subject to adjustment based on rounding at the individual shareholder level.

consideration or further action on the part of the holder thereof. See “ Information Concerning Jasper – Description of Securities ”.

Upon the satisfaction and/or waiver of the conditions to the completion of the Qualifying Transaction, including, without limitation, satisfying the Escrow Release Conditions, obtaining the requisite shareholder and regulatory approvals and applicable filings, Subco and Jasper will jointly file the Articles of Amalgamation.

At the Effective Time of the Amalgamation and as a result of the Amalgamation:

(i) each issued and outstanding Jasper Share (other than Jasper Shares in respect of which a holder thereof has validly exercised dissent rights under the OBCA but including any Jasper Debenture Shares and any Underlying Shares) shall be exchanged for 13.94832883 Resulting Issuer Shares, and all such Jasper Shares shall be cancelled;
(ii) each issued and outstanding Subscription Receipt Warrant will be exchanged for 13.94832883 Resulting Issuer SR Warrants;
(iii) each issued and outstanding Compensation Warrant will be exchanged for one (1) Resulting Issuer Compensation Warrant;
(iv) the issued and outstanding Jasper Options will be exchanged for SaaSquatch Replacement Options, based on the ratio of 13.94832883 SaaSquatch Replacement Options for each Jasper Option, and an aggregate of up to 2,371,218 Resulting Issuer Shares shall be reserved for issuance upon exercise of such replacement SaaSquatch Options.
(v) the issued and outstanding Jasper Warrants will be exchanged for SaaSquatch Replacement Warrants, based on the ratio of 13.94832883 SaaSquatch Replacement Warrants for each Jasper Warrant, and an aggregate of up to 4,420,045 Resulting Issuer Shares shall be reserved for issuance upon exercise of such SaaSquatch Replacement Warrants;
(vi) the issued and outstanding Jasper Debenture Warrants will be exchanged for SaaSquatch Replacement Warrants, based on the ratio of 13.94832883 SaaSquatch Replacement Warrants for each Jasper Warrant, and an aggregate of up to 2,331,946 Resulting Issuer Shares shall be reserved for issuance upon exercise of such SaaSquatch Replacement Warrants;
(vii) the Jasper Tranche One Broker Warrants will be exchanged for Resulting Issuer Unit Compensation Warrants, entitling the holder(s) thereof, to acquire an aggregate of 83,077 Resulting Issuer Shares and an aggregate of 18,077 Resulting Issuer Warrants;
(viii) the Jasper Tranche Two Broker Warrants will be exchanged for Resulting Issuer Compensation Warrants, based on the ratio of 13.94832883 Resulting Issuer Compensation Warrants for each Jasper Tranche Two Broker Warrant, and an aggregate of up to 488,615 Resulting Issuer Shares shall be reserved for issuance upon exercise of such SaaSquatch Replacement Warrants;
(ix) SaaSquatch shall receive one fully paid and non-assessable Amalco Share for each Subco Share held by SaaSquatch, following which all such Subco Shares shall be cancelled;
(x) in consideration of the issuance of SaaSquatch Shares to the Jasper Shareholders, Amalco shall issue to SaaSquatch 51,579,619 Amalco Shares;
(xi) SaaSquatch shall add to the stated capital maintained in respect of the SaaSquatch Shares an amount equal to the aggregate paid-up capital (for the purposes of the Tax Act) immediately prior to the Amalgamation of the Jasper Shares;

(xii) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital (for the purposes of the Tax Act) immediately prior to the Amalgamation of the Subco Shares and the Jasper Shares; and
(xiii) Amalco will become a wholly-owned subsidiary of SaaSquatch.

At the Effective Time, the registered holders of Jasper Shares (including the Underlying Shares and the Jasper Debenture Shares) immediately prior to the Effective Time shall be deemed to be the registered holders of the Resulting Issuer Shares to which they are entitled. The holders of share certificates representing such Jasper Shares may surrender such certificates to Odyssey and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates or such other instrument representing the number of Resulting Issuer Shares to which they are so entitled.

Upon completion of the Amalgamation, (i) Jasper Warrants and Jasper Debenture Warrants exchanged for SaaSquatch Replacement Warrants, (ii) Jasper Tranche One Broker Warrants exchanged for Resulting Issuer Unit Compensation Warrants, and (iii) Jasper Tranche Two Broker Warrants exchanged for Resulting issuer Compensation Warrants, each shall be exercisable to acquire Resulting Issuer Shares on substantially the same terms and conditions as were applicable to such securities immediately before the Effective Time under the certificate evidencing such securities, subject to adjustment in accordance with the terms of the securities and the Exchange Ratio for the Qualifying Transaction.

SaaSquatch, as the registered holder of all of the issued and outstanding Subco Shares, shall be deemed to be the registered holder of all of the issued and outstanding Amalco Shares, and upon surrendering the certificates representing such Subco Shares to Amalco, SaaSquatch shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled.

As of the Effective Time, each current member of the SaaSquatch Board, other than Silas Garrison, will resign, the size of the SaaSquatch Board will be adjusted to five (5) directors and the Resulting Issuer Board will be comprised of Jon Marsella, Gerald Hurlow, Maged Saad, Jeffrey Klam, and Silas Garrison subject to acceptance by the TSXV and other regulatory bodies.

Completion of the Qualifying Transaction

The Qualifying Transaction will be completed and the Amalgamation will become effective at the Effective Time. It is currently anticipated that the Effective Date will be on or about February 16, 2022.

Following completion of the Qualifying Transaction, the Resulting Issuer Shares are expected to be listed on the TSXV under the trading symbol “JPIM”. See “ Information Concerning the Resulting Issuer – Description of Resulting Issuer Securities ”.

Conditional Listing Approval

The TSXV has conditionally accepted the Qualifying Transaction subject to SaaSquatch and Jasper fulfilling all of the requirements of the TSXV on or before May 8, 2022.

Selected Financial Information of SaaSquatch

The following table sets out certain selected financial information of SaaSquatch in summary form for the period from the date of incorporation (March 22, 2021) to September 30, 2021:

	Period ended September 30, 2021
Total revenues	Nil

Total expenses	$(59,978)
Net loss	$(59,978)

See “ Information Concerning SaaSquatch – Selected Financial Information and Management Discussion and Analysis ”.

Selected Financial Information of Jasper

A summary of selected financial information for the years ended July 31, 2020 and 2021 and for the threemonth period ended October 31, 2021 is set out below. This selected financial information has been derived from and should be read in conjunction with Jasper’s audited annual financial statements for the years ended July 31, 2020 and 2021, which are attached to this Filing Statement as Schedule “C”, and from the unaudited interim condensed financial statements for the three-month periods ended October 31, 2021, which are attached to this Filing Statement as Schedule “E”.

	Quarter ended October 31, 2021 (unaudited)	Year ended July 31, 2021 (audited)	Year ended July 31, 2020 (unaudited)
Summary Operating Results
Revenue	452,262	1,369,322	1,259,886

Expenses
General and Administrative	391,576	846,814	853,458
Research and development	207,342	818,804	615,643
Selling and marketing	238,384	291,832	723,128
Hosting	63,859	132,614	129,528
Customer Support	241,036	92,835	261,928
Stock-based compensation	69,583	58,205	118,348
Depreciation	2,421	9,848	17,651
Foreign exchange loss (gain)	900	15,428	(2,256)
Finance costs	228,852	759,606	312,027
	(1,443,953)	(3,025,986)	(3,029,455)

Net Loss	(991,691)	(1,656,664)	(1,769,569)

Weighted Average number of Shares Outstanding	1,940,681	1,938,181	1,884,942
Loss per share (weighted)	(0.51)	(0.85)	(0.94)

Total Assets	1,174,346	1,931,969	789,009
Total Current Liabilities	1,320,007	1,104,108	1,188,674
Total Non-Current Liabilities	5,105,986	3,802,272	1,089,170

Jasper has not declared any cash dividends since incorporation.

See “ Information Concerning Jasper – Selected Financial Information ”.

Information about Resulting Issuer

Pursuant to the Qualifying Transaction, Subco and Jasper will amalgamate to form Amalco, which will become a wholly-owned subsidiary of the Resulting Issuer. In connection with the Qualifying Transaction, the Resulting Issuer, subject to SaaSquatch Shareholders’ approval, will change its name to “Jasper Technologies Inc.”

or such other name as may be requested by Jasper, approved by the SaaSquatch Board and is acceptable to the regulators.

See “ Information Concerning the Resulting Issuer ”.

The following table sets out the estimated funds available to the Resulting Issuer after giving effect to the release of the Escrowed Funds and the Qualifying Transaction as at the dates indicated:

Source of Funds	Following Completion of the Qualifying Transaction and the release of the Escrowed Funds
Estimated SaaSquatch working capital as at November 30, 2021	$900,000
Estimated Jasper workingcapital as at November 30, 2021	$200,000
Netproceeds of the Offering	$5,423,012
Total available funds:	$6,523,012

The following table sets out the proposed use of the available funds by the Resulting Issuer after giving effect to the release of the Escrowed Funds and the Qualifying Transaction.

Principal Uses of Available Funds	Following Completion of the Qualifying Transaction and the release of the Escrowed Funds
Committed Capital	$100,000
Sales and marketingand customer support	$2,055,000
Research & development	$1.295,000
Investor relations, legal and auditors	$815,000
Redemption of secured debenture	$321,000
Corporate and administrative expenses	$520,000
Unallocated WorkingCapital	$1,417,012
Total uses of funds:	$6,523,012

Selected Pro Forma Financial Information

The following table sets out a summary of selected pro forma consolidated financial information of the Resulting Issuer as at October 31, 2021 after giving effect to the Qualifying Transaction, as well as certain other adjustments, and should be read in conjunction with the pro forma consolidated financial statements and the notes thereto of the Resulting Issuer attached hereto as Schedule “G”:

Balance Sheet Data	As of October 31, 2021(1)
Current Assets	$6,982,076
Total Assets	$7,694,487
Current Liabilities	$1,398,701
Total Liabilities	$2,195,150
Shareholders’ Equity	$5,499,337

Note:

(1) The pro forma unaudited consolidated statement of financial position of the Resulting Issuer has been compiled from and includes (i) the unaudited condensed interim statement of financial position of Jasper as at October 31, 2021; and (ii) the audited statement of financial position of SaaSquatch as at September 30, 2021.

Interests of Insiders, Promoters and Control Persons

No Insider, Promoter or Control Person of SaaSquatch and their respective Associates and Affiliates (before giving effect to the Qualifying Transaction) have any interest in Jasper.

Conflicts of Interest

Certain directors and officers of the Resulting Issuer are associated with other reporting issuers or other corporations that may give rise to conflicts of interest. Please see “ Information Concerning the Resulting Issuer – Other Reporting Issuers ” below. In accordance with the OBCA, directors or officers of the Resulting Issuer who have a material interest in a material contract or a proposed material contract with the Resulting Issuer are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Resulting Issuer.

Some of the directors and officers of the Resulting Issuer have or will have either other employment or other business or time restrictions placed on them and, accordingly, these directors and officers of the Resulting Issuer will only be able to devote part of their time to the affairs of the Resulting Issuer. See “ Information Concerning the Resulting Issuer – Risk Factors – Conflicts of Interest ”.

Non-Arm’s Length Qualifying Transaction

The proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction.

Sponsorship

Sponsorship for the Qualifying Transaction is required by Policy 2.4 of the TSXV Manual unless an exemption from the sponsorship requirement is granted to SaaSquatch by the Exchange. SaaSquatch is exempt from the sponsorship requirement on the basis that Jasper has completed the Offering in connection with the Qualifying Transaction for aggregate gross proceeds of greater than $500,000 and the Agent has provided the Exchange with confirmation that they have completed appropriate due diligence on both the Qualifying Transaction and this Filing Statement that is generally in compliance with Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV Manual. Subject to the satisfaction of certain conditions, the TSXV has granted SaaSquatch a waiver from the sponsorship requirements in respect of the Qualifying Transaction.

Other than its share of the Agent fees associated with the Offering, no additional fees were paid or are payable to the Agents in connection with the delivery of the confirmation.

Interests of Experts

No person or company who is named as having prepared or certified a part of the Filing Statement or prepared or certified a report or valuation described or included in the Filing Statement has, or will have, immediately following completion of the Acquisition, any direct or indirect interest in Jasper, SaaSquatch or the Resulting Issuer.

Risk Factors

The Qualifying Transaction is subject to a number of risk factors inherent to similar transactions of this nature. Additional risks and uncertainties may also adversely affect the Resulting Issuer Shares and/or the business of the Resulting Issuer following completion of the Qualifying Transaction. These risks include, but are not limited to: the parties’ ability to complete the Qualifying Transaction; possible termination of the Business Combination Agreement; the issuance of additional Resulting Issuer Shares in the future; increased price volatility of the Resulting Issuer Shares following completion of the Qualifying Transaction; the diversion of management attention; restrictions imposed on the business of SaaSquatch and Jasper pending the Qualifying Transaction; the requirements of being a reporting issuer; compliance with laws; ability to obtain and retain necessary Licenses and permits; compliance with applicable laws, changes in laws, regulations and guidelines; risks inherent in strategic alliances; competition;

dependence on key management personnel; conflicts of interest; limited operating history; fraudulent or illegal activity by employees, contractors and consultants; internal controls; general economic risks; liquidity and additional financing; difficulty to forecast; management of growth; equity price risk; anti-money laundering laws and regulation risks; unknown defects and impairments; challenging global financial conditions; credit and liquidity risk; litigation; cybersecurity risks; risks related to dividend payments; operating risks; risks related to brand development; illegal, improper or otherwise inappropriate activity of users, customer acquisition risks; dependence on suppliers and skilled labour; and intellectual property risks. See “ Information Concerning the Resulting Issuer – Risk Factors ” for a detailed summary of the risk factors.

THE QUALIFYING TRANSACTION

The following description of the material terms and conditions of the Business Combination Agreement is a summary only and is qualified in its entirety by reference to the terms of the Business Combination Agreement. The full text of the Business Combination Agreement is available under SaaSquatch’s profile on SEDAR at www.sedar.com .

Pursuant to the Business Combination Agreement, SaaSquatch, Subco and Jasper have agreed to complete the Qualifying Transaction pursuant to which, among other things, Subco and Jasper will amalgamate pursuant to the provisions of the OBCA to form Amalco and each Jasper Shareholder will be entitled to receive 13.94832883 Resulting Issuer Shares for each Jasper Share held by such Jasper Shareholder immediately prior to the Effective Time.

If completed, the Qualifying Transaction is intended to constitute a QT of SaaSquatch in compliance with Policy 2.4 of the TSXV Manual and securityholders of Jasper will own the substantial majority of the shares of the Resulting Issuer.

Immediately prior to the Effective Time of the Amalgamation, the Jasper Convertible Debentures shall convert automatically into Jasper Shares at a price per Jasper Share at the Liquidity Event Conversion Price.

As at the date of this Filing Statement, SaaSquatch has 13,000,000 SaaSquatch Shares issued and outstanding, as well as 200,000 SaaSquatch Agent’s Warrants at an exercise price of $0.10 per share.

Subject to minor deviation as a result of the effects of rounding at the individual securityholder level, upon completion of the Share Consolidation prior to completion of the Qualifying Transaction, there will be 6,500,000 SaaSquatch Shares and SaaSquatch Agent’s Warrants to acquire 100,000 SaaSquatch Shares issued and outstanding.

Resulting Issuer Shares will be held by former SaaSquatch Shareholders. Upon completion of the Qualifying Transaction, the Resulting Issuer will be owned as follows: approximately 88.81% by former Jasper Shareholders and approximately 11.19% by former SaaSquatch Shareholders on a non-diluted basis.[2]

If all of: (a) the SaaSquatch Agent’s Warrants; and all of the (b)(i) Resulting Issuer Options (issued upon exchange of the Jasper Options), (ii) Resulting Issuer Warrants (issued upon exchange of the Jasper Warrants), (iii) Resulting Issuer SR Warrants, (iv) Resulting Issuer Unit Compensation Warrants, and (v) Resulting Issuer Compensation Warrants (issued upon the exchange for the Jasper Tranche Two Broker Warrants) were exercised or exchanged (as applicable); then upon completion of the Qualifying Transaction the Resulting Issuer would have approximately 74,834,757 issued and outstanding Resulting Issuer Shares (after giving effect to the Offering), of which approximately 68,234,757 Resulting Issuer Shares will be held by former Jasper security holders and approximately 6,600,000 Resulting Issuer Shares will be held by former SaaSquatch security holders. Upon completion of the Qualifying Transaction, the Resulting Issuer will be owned as follows: approximately 91.18% by former security holders of Jasper and approximately 8.82% by former security holders of SaaSquatch Shareholders on a fully-diluted basis.

Following completion of the Qualifying Transaction, the Resulting Issuer Shares are expected to be listed and posted for trading on the TSXV under the trading symbol “JPIM”.

Implementation of the Qualifying Transaction is subject to receipt of all requisite regulatory approvals, shareholder and director approvals, third party consents and other customary conditions.

Steps of the Qualifying Transaction

The Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction and as such, SaaSquatch Shareholders are not required to approve the Qualifying Transaction. It is currently the intention of the parties that the Name Change and Share Consolidation will be effected prior to completion of the Qualifying Transaction and the election of the new directors and appointment of the new auditors of the Resulting Issuer will become effective upon closing of the Qualifying Transaction.

Upon the satisfaction and/or waiver of the conditions to the completion of the Qualifying Transaction, including, without limitation, satisfying the Escrow Release Conditions, obtaining the requisite shareholder and regulatory approvals and applicable filing, Subco and Jasper will jointly file the Articles of Amalgamation.

At the Effective Time of the Amalgamation, and as a result of the Amalgamation:

(i) each issued and outstanding Jasper Share (other than Jasper Shares in respect of which a holder thereof has validly exercised dissent rights under the OBCA but including any Jasper Debenture Shares and any Underlying Shares) shall be exchanged for 13.94832883 Resulting Issuer Shares, and all such Jasper Shares shall be cancelled;

(ii) each issued and outstanding Subscription Receipt Warrant will be exchanged for

The number of Resulting Issuer Shares to be issued to former SaaSquatch Shareholders is subject to adjustment based on rounding at the individual shareholder level.

13.94832883 Resulting Issuer SR Warrants;

(iii) each issued and outstanding Compensation Warrant will be exchanged for one (1) Resulting Issuer Compensation Warrant;
(iv) the issued and outstanding Jasper Options will be exchanged for SaaSquatch Replacement Options, based on the ratio of 13.94832883 SaaSquatch Replacement Options for each Jasper Option, and an aggregate of up to 2,371,218 Resulting Issuer Shares shall be reserved for issuance upon exercise of such replacement SaaSquatch Options.
(v) the issued and outstanding Jasper Warrants will be exchanged for SaaSquatch Replacement Warrants, based on the ratio of 13.94832883 SaaSquatch Replacement Warrants for each Jasper Warrant, and an aggregate of up to 4,420,045 Resulting Issuer Shares shall be reserved for issuance upon exercise of such SaaSquatch Replacement Warrants;
(vi) the issued and outstanding Jasper Debenture Warrants will be exchanged for SaaSquatch Replacement Warrants, based on the ratio of 13.94832883 SaaSquatch Replacement Warrants for each Jasper Warrant, and an aggregate of up to 2,331,946 Resulting Issuer Shares shall be reserved for issuance upon exercise of such SaaSquatch Replacement Warrants;
(vii) the Jasper Tranche One Broker Warrants will be exchanged for Resulting Issuer Unit Compensation Warrants, entitling the holder(s) thereof, to acquire an aggregate of 83,077 Resulting Issuer Shares and an aggregate of 18,077 Resulting Issuer Warrants;
(viii) the Jasper Tranche Two Broker Warrants will be exchanged for Resulting Issuer Compensation Warrants, based on the ratio of 13.94832883 Resulting Issuer Compensation Warrants for each Jasper Tranche Two Broker Warrant, and an aggregate of up to 488,615 Resulting Issuer Shares shall be reserved for issuance upon exercise of such SaaSquatch Replacement Warrants;
(ix) SaaSquatch shall receive one fully paid and non-assessable Amalco Share for each Subco Share held by SaaSquatch, following which all such Subco Shares shall be cancelled;
(x) in consideration of the issuance of SaaSquatch Shares to the Jasper Shareholders, Amalco shall issue to SaaSquatch 51,579,619 Amalco Shares;
(xi) SaaSquatch shall add to the stated capital maintained in respect of the SaaSquatch Shares an amount equal to the aggregate paid-up capital (for the purposes of the Tax Act) immediately prior to the Amalgamation of the Jasper Shares;
(xii) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital (for the purposes of the Tax Act) immediately prior to the Amalgamation of the Subco Shares and the Jasper Shares; and
(xiii) Amalco will become a wholly-owned subsidiary of SaaSquatch.

At the Effective Time, the registered holders of Jasper Shares shall be deemed to be the registered holders of the Resulting Issuer Shares to which they are entitled. The holders of share certificates representing Jasper Shares may surrender such certificates to Odyssey and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive share certificates representing the number of Resulting Issuer Shares to which they are so entitled. No fractional Resulting Issuer Shares shall be issued to Jasper Shareholders and no cash or other consideration shall be issued in lieu thereof.

SaaSquatch, as the registered holder of all of the issued and outstanding Subco Shares shall be deemed to be the registered holder of all of the issued and outstanding Amalco Shares, and upon surrendering the certificates representing such Subco Shares to Amalco, SaaSquatch shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled.

In connection with the Qualifying Transaction a contractual restricted period on transfer will be imposed on certain of the Resulting Issuer Shares. The restricted period shall be:

(a) four months in respect of all Resulting Issuer Shares to be issued to holders of Jasper Debenture Shares; and
(b) six months in respect of Resulting Issuer Shares held by holders of SaaSquatch Shares (other than SaaSquatch Shares issued on August 11, 2021 on its initial public offering), Resulting Issuer Shares issued to holders of Jasper Shares (other than Jasper Debenture Shares and Underlying Shares) and Resulting Issuer Shares issued in satisfaction of the Finder’s Fee.

As of the Effective Time, each current member of the SaaSquatch Board, other than Silas Garrison, will resign, the size of the SaaSquatch Board will be adjusted to five (5) directors and the Resulting Issuer Board will be comprised of Jon Marsella, Gerald Hurlow, Maged Saad, Jeffrey Klam, and Silas Garrison, subject to acceptance by the TSXV and other regulatory bodies.

Completion of the Qualifying Transaction

Conditional Listing Approval

The TSXV has conditionally accepted the Qualifying Transaction subject to SaaSquatch and Jasper fulfilling all of the requirements of the TSXV on or before May 8, 2022.

INFORMATION CONCERNING SAASQUATCH

Corporate Structure

Name, Address and Incorporation

SaaSquatch was incorporated on March 22, 2021 by certificate of incorporation issued pursuant to the provisions of the OBCA under the name “SaaSquatch Capital Corp.”. The head office and registered office of SaaSquatch are located at Suite 1500, 1055 West Georgia Street, Vancouver, BC, V6E 4N7.

General Development of the Business

SaaSquatch is a CPC and its principal business is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses with a view to completing a QT and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses.

SaaSquatch issued an aggregate of 2,000,000 SaaSquatch Shares on March 22, 2021 to its directors and officers at a price of $0.05 per share for gross proceeds of $100,000 and issued 9,000,000 SaaSquatch Shares to certain seed investors on April 30, 2021 at a price of $0.10 per share for gross proceeds of $900,000.

On August 11, 2021, SaaSquatch completed its initial public offering of 2,000,000 SaaSquatch Shares at a price of $0.10 per share for aggregate gross proceeds of $200,000. In connection with the offering, the agent of the initial public offering was paid a cash commission equal to 10% of the gross proceeds, a corporate finance fee plus non-transferable option to purchase up to 200,000 SaaSquatch Shares at a price of $0.10 per share for a period of two years from the date the SaaSquatch Shares were first listed on the TSXV.The SaaSquatch Shares are listed on the TSXV under the symbol “SAAS.P”.

On September 16, 2021, SaaSquatch and Jasper entered into the Letter of Intent. Trading of the SaaSquatch Shares has been halted by the Exchange since September 15, 2021 pending completion of the Qualifying Transaction.

On September 28, 2021, SaaSquatch incorporated Subco pursuant to the OBCA. Subco, a wholly-owned subsidiary of SaaSquatch, was formed for the sole purpose of entering into the Business Combination Agreement and completing the Amalgamation. SaaSquatch has no subsidiaries other than Subco.

On October 7, 2021, SaaSquatch and Jasper entered into the Business Combination Agreement. For further information. See “ The Qualifying Transaction ”.

Selected Financial Information

The following table sets out certain selected financial information of SaaSquatch in summary form for the period from the date of incorporation (March 22, 2021) to September 30, 2021:

	Period ended September 30, 2021
Total revenues	Nil
Total expenses	$(59,978)
Net loss	$(59,978)

Management’s Discussion and Analysis

Financial information relating to SaaSquatch, including its audited financial statements as at and for the period from the date of incorporation (March 22, 2021) to September 30, 2021 and the related management’s

discussion and analysis for these financial periods are attached hereto as Schedules “A” and “B”. Certain information included in such management’s discussion and analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “ Cautionary Note Regarding Forward-Looking Information.”

Description of Securities

SaaSquatch Shares

SaaSquatch is authorized to issue an unlimited number of SaaSquatch Shares, of which 13,000,000 SaaSquatch Shares (prior to giving effect to the Share Consolidation) are issued and outstanding as fully paid and nonassessable as at the date hereof.

The holders of SaaSquatch Shares are entitled to receive notice of and attend all meetings of the SaaSquatch Shareholders and are entitled to one vote in respect of each SaaSquatch Share held at such meetings. SaaSquatch Shareholders are entitled to receive dividends if, as and when declared by the SaaSquatch Board. In the event of liquidation, dissolution or winding-up of SaaSquatch, SaaSquatch Shareholders are entitled to share rateably in such assets of SaaSquatch as are distributable to the holders of SaaSquatch Shares.

Stock Option Plan and Options Granted

SaaSquatch has adopted an incentive stock option plan which provides that the board of directors may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, employees and consultants of SaaSquatch and its subsidiaries, non-transferable options to purchase SaaSquatch Shares exercisable for a period of exercisable for a period of up to ten (10) years from the date of the grant, provided that the number of SaaSquatch Shares reserved for issuance may not exceed 10% of the total issued and outstanding SaaSquatch Shares. The purpose of the SaaSquatch Option Plan is to provide SaaSquatch with a share-related mechanism to attract, retain and motivate qualified directors, officers and employees of, and consultants to SaaSquatch or its subsidiaries, to reward such directors, officers, employees and consultants with options under the SaaSquatch Option Plan from time to time for their contributions toward the long term goals of SaaSquatch and to enable and encourage such directors, officers, employees and consultants to acquire SaaSquatch Shares as long term investments.

Pursuant to the SaaSquatch Option Plan, the maximum number of SaaSquatch Shares reserved for issuance in any 12 month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding SaaSquatch Shares. The maximum number of SaaSquatch Shares reserved for issuance in any 12 month period to any consultant may not exceed 2% of the issued and outstanding SaaSquatch Shares at the date of the grant. The maximum number of SaaSquatch Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of SaaSquatch Shares. Disinterested shareholder approval must be obtained for any grant of stock options to “Insiders” (as such term is defined in the policies of the TSXV) of SaaSquatch, within a 12 month period, of a number of stock options exceeding 10% of the issued and outstanding SaaSquatch Shares.

If an optionee ceases to be a director, officer, employee or consultant of SaaSquatch for any reason other than death, the optionee may exercise options no later than 90 days following cessation of the optionee’s position or arrangement with SaaSquatch provided that such period is not more than one year following the effective date that such person ceases to be a director, officer, employee or consultant of SaaSquatch. If the cessation was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Notwithstanding the foregoing, options granted while SaaSquatch is a CPC to a person that does not continue as a director, officer, employee or consultant of the Resulting Issuer may be exercised at any time up to and including the earlier of: (i) the expiry date of such option; and (ii) the date that is 90 days following the effective date that such person ceases to be a director, officer, employee or consultant of SaaSquatch.

Notwithstanding the terms of the SaaSquatch Option Plan described above, the CPC Policy imposes certain restrictions on stock options during the period that SaaSquatch remains a CPC. Such restrictions shall remain in place

until the Exchange issues the Final Exchange Bulletin (such bulletin indicating that the Resulting Issuer will not be considered a CPC). Under the CPC Policy, SaaSquatch, while it remains a CPC, is limited to granting stock options to only directors, officers and technical consultants of SaaSquatch. In addition, the total number of SaaSquatch Shares reserved under option for issuance pursuant to the SaaSquatch Option Plan may not exceed 10% of the SaaSquatch Shares to be outstanding. The maximum number of SaaSquatch Shares reserved under option for issuance to any individual officer or director may not exceed 5% of the issued and outstanding SaaSquatch Shares to be outstanding. The maximum number of SaaSquatch Shares reserved under option for issuance to all technical consultants may not exceed 2% of the issued and outstanding SaaSquatch Shares to be outstanding. In addition, while SaaSquatch is a CPC, it is prohibited from granting stock options to any person providing investor relations activities, promotional or market making services. The exercise price per SaaSquatch Share under any stock option granted by SaaSquatch while it is a CPC may not be less than the greater of $0.10 and the Discounted Market Price, as defined in Exchange Policy 1.1.

Any SaaSquatch Shares acquired pursuant to the exercise of stock options prior to the completion of the Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

As of the date of this Filing Statement, there are no SaaSquatch Options issued and outstanding.

Prior Sales

Since the date of incorporation, 13,000,000 SaaSquatch Shares have been issued as follows:

Date of Issue	Number of SaaSquatch Shares	Aggregate Issue Price	Issue Price Per SaaSquatch Share	Nature of Consideration Received
March 22, 2021	2,000,000(1) (2)	$100,000	$0.05	Cash
April 30, 2021	9,000,000(2)	$900,000	$0.10	Cash
August 11, 2021	2,000,000(3)	$200,000	$0.10	Cash
Total	13,000,000	$1,200,000

Notes:

(1) These common shares are subject to escrow restrictions.

(2) These common shares are subject to a voluntary hold period expiring on the date that six months after the date of the Final Exchange Bulletin. See “Escrowed Securities”.

(3) These Common Shares were issued as part of the initial public offering of SaaSquatch.

TSXV Price

The SaaSquatch Shares have been posted for trading on the TSXV since August 13, 2021 under the trading symbol “SAAS.P”. The trading of SaaSquatch Shares has been halted since September 15, 2021 pending completion of the Qualifying Transaction. The market price of the SaaSquatch Shares on the TSXV on September 15, 2021, the final day of trading immediately prior to the halt, was $0.10. The following table sets forth certain trading information for SaaSquatch Shares on the TSXV for the periods noted below:

Period	High	Low	Trading Volume
August 13-31, 2021	$0.10	$0.10	Nil
September 1-15, 2021	$0.10	$0.10	Nil

Interests of Insiders, Promoters and Control Persons

No Insider, Promoter or Control Person of SaaSquatch and their respective Associates and Affiliates (before giving effect to the Qualifying Transaction) have any interest in Jasper.

Conflicts of Interest

Non-Arm’s Length Qualifying Transaction

The proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction.

Legal Proceedings

SaaSquatch has not been, and is not presently involved in, any legal proceedings and insofar as it is aware, no such proceedings are contemplated.

Auditor, Transfer Agents and Registrars

Auditor

The auditors of SaaSquatch are Davidson & Company LLP, Chartered Professional Accountants, located at 1200-609 Granville St, Vancouver, BC V7Y 1G6.

Transfer Agent and Registrar

SaaSquatch’s transfer agent and registrar is Odyssey Company at its principal office in Calgary, Alberta at Suite 300 – 5[th] Avenue S.W., 10[th] Floor, Calgary, Alberta T2P 3C4.

Material Contracts

SaaSquatch has not entered into any material contracts and is not expected to enter into any material contracts prior to the Closing, other than:

(a) the Agency Agreement dated August 3, 2021 between SaaSquatch and Echelon Wealth Partners Inc. in connection with SaaSquatch’s initial public offering;
(b) the Transfer Agent and Registrar Agreement dated April 26, 2021 between SaaSquatch and Odyssey;

(c) the Escrow Agreement dated August 3, 2021 among SaaSquatch, Odyssey and the shareholders of SaaSquatch that executed such Agreement;
(d) SaaSquatch Option Plan;
(e) the Agency Agreement;
(f) the Amalgamation Agreement; and
(g) the Business Combination Agreement.

Copies of the foregoing agreements will be available for inspection at the registered offices of SaaSquatch, Suite 1500, 1055 West Georgia Street, Vancouver, BC, V6E 4N7, during ordinary business hours, until the completion of the Qualifying Transaction and for a period of 30 days thereafter.

INFORMATION CONCERNING JASPER

Corporate Structure

The head office and the registered office of Jasper are located at 44 Victoria Street, Suite 820, Toronto, Ontario M5C 1Y2.

Intercorporate Relationships

As at the date of this Filing Statement, Jasper does not have any subsidiaries.

Pursuant to the Amalgamation, Jasper will amalgamate with Subco to form Amalco, which will be a whollyowned subsidiary of the Resulting Issuer. See “ Information Concerning the Resulting Issuer – Intercorporate Relationships ”.

General Development of the Business

On September 16, 2021, Jasper entered into the Letter of Intent with SaaSquatch with respect to the Qualifying Transaction that would result in a reverse takeover of SaaSquatch by the shareholders of Jasper.

On October 7, 2021, SaaSquatch and Jasper entered into the Business Combination Agreement. For further information. See “ The Qualifying Transaction ”.

On October 21, 2021 Jasper completed a brokered private placement (the “ Offering ”) of 12,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of up to $6,000,000. Each Subscription Receipt will convert automatically into such fraction of an Underlying Share and such fraction of a Subscription Receipt Warrant such that following the exchange of Underlying Shares and Subscription Receipt Warrants for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, pursuant to the Amalgamation, a holder of a Subscription Receipt shall receive, for each Subscription Receipt held, one (1) Resulting Issuer Share and one-half of one (0.5) Resulting Issuer Warrant, without payment of additional consideration or further action on the part of the holder thereof. See “ The Qualifying Transaction - Steps of the Qualifying Transaction ”.

Narrative Description of the Business

Jasper PIM is a Software-as-a-service (SaaS) Product Information Management (“ PIM ”) solution empowering eCommerce retailers, wholesalers or distributors to centralize, organize and richly merchandise their products from a single source of truth. Jasper’s customers use the PIM as a powerful supplement to their existing eCommerce storefront (for example, Shopify) or marketplace (such as Amazon) to reach new consumer markets and increase their online sales and to save significant time and money using utilities within the PIM that streamline product data management operations.

Jasper’s customers have indicated that they can spend anywhere from 40-60% of their time managing their product or services information as they prepare them for online sale. Products require a name, descriptions, pricing information, attributes, images and video assets, inventory quantities, marketing information, and much more before they’re ready to list on an eCommerce storefront or marketplace (such as Amazon or Walmart).

With Jasper PIM, eCommerce merchants can schedule promotional pricing in advance, enrich product data with complex imagery, videos, and marketing content, manage complex attribution, and setup product relationships

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between multiple products in order to upsell or cross-sell their goods and services. Many Jasper PIM customers enjoy a deep integration between the PIM itself and their existing inventory management, customer relationship management or accounting platform. (the “ back-office systems ”).

Jasper PIM supports the batch management of product information, including multiple languages, currencies, and inventory/warehouse locations as well, affording the customer utility not found in their other eCommerce storefront or other back-office systems.

Jasper offers five different product lines from a single and scalable software stream, each serving a specific segment of the overall addressable online merchant market, ranging from very small merchants (i.e., those having less than $250K USD / annum of aggregate revenues) all the way to multi-billion-dollar enterprises. Jasper’s addressable market is extensive as its product lines serve the breadth of the global PIM market.

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Jasper has forged important strategic partners with industry leading eCommerce agencies, system integrators, and other digital service providers that provide supplemental listing capability to speciality marketplaces (such as Wayfair, Costco, Home Depot, Target, etc.). Jasper’s largest distribution opportunities lie within each its eCommerce platform relationships (i.e., Shopify, BigCommerce and Magento [an Adobe Company]) whereby the aggregate possible user base between them is greater than a million eCommerce merchants.

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Jasper recently released a specialized application plugin for the Shopify App Store, in order to enable smaller eCommerce merchants with a quick-and-easy pathway to discover and install the Jasper PIM. Once installed, Shopify merchants can enjoy a 14-day free trial and can self-serve their own setup and support in the form of: online/contextual help, watching how-to-videos, submitting, and reviewing support tickets, live chat in realtime with a Jasper staff member and the ability to book a demo with a sales-person or qualified Jasper solutions engineer for additional paid help (i.e., “white glove service”).

Jasper’s primary revenue model is subscription based, whereby customers sign up for a month-to-month term, annual term or multi-year contract term, agreeing to pay Jasper monthly (or annually) for ongoing usage of the PIM platform. Jasper also earns revenue from carefully curated strategic professional services, offered by qualified Jasper staff to assist Jasper PIM customers, including the setup of the product, training on best-practices, and solution planning with the intent of integrating the PIM with other business systems (including and not limited to: ERPs, CRMs, inventory or warehouse management systems, POS (point of sale) systems, search indexing tool, etc.).

Jasper has three cloud-based data centers powering a scalable and multi-tenant architecture that provides security, stability, and exceptional performance to its customer base.

Principal Products and Services

Jasper’s principal product is its PIM, which is professionally hosted and managed across multiple infrastructures globally, existing as a modern software-as-a-service (SaaS) offering. Jasper customers access the PIM from their desktop computer, laptop, or tablet, working from their office or the comfort of their own home, to easily manage all of their products and services.

Jasper’s products can be purchased by (a) obtaining a statement of work from a Jasper sales representative directly, or (b) via self-serve through Jasper’s online provisioning platform. The provisioning platform allows a prospective customer to explore, select their desired product tier, try the software, and setup a recurring payment profile directly online via credit card or debit card using Stripe payment processing technology.

Jasper also offers merchants a try-before-you-buy discovery package (for a one-time fee of USD $849) that comes with two weeks of usage for any desired PIM product tier of their choice (i.e., Ultralite, Lite, Standard, Plus or Enterprise) and a block of professional service hours performed by qualified Jasper personnel. The discovery package allows a prospect the ability try out the basic features of the PIM while receiving valuable personalized setup support and best-practices training from Jasper professional services staff.

Merchants often desire to link or integrate the Jasper PIM solution with other eCommerce back-office systems, and as such, Jasper provides professional consulting and solution engineering services. These services assist merchants in putting together an integration project plan which often facilitates the sale of Standard, Plus or Enterprise Jasper PIM licences. Jasper also offers merchants integration development services, whereby Jasper engineers will perform the integration work itself using Jasper’s Application Programming Interface (“ API ”) or provide accelerated support for the merchant in performing the work themselves.

Marketing

Jasper identifies two primary user personas (i.e., customer demographics) and has created marketing strategies to address each segment separately.

The small business owner/operator craves simplicity, ease of use and high-value (for low cost). They are resilient and prefer to self-serve (vs. speak to sales reps) when given the preference.
The marketing or eCommerce manager also craves ease of use, but also values powerful and configurable features to improve staff workflow efficiency and the ability to connect to many different types of selling channels such as bespoke commerce technologies or boutique sales marketplaces.

Jasper has established an internal marketing and communications function with creative production capability. Higher level branding/marketing/advertising strategies are provided by its primary Canadian marketing partner of record, Treefrog.

Jasper employs a mix of traditional marketing, digital marketing, and channel partnership strategies to develop and cultivate its sales pipeline. Quality transactional inbound leads are obtained through Jasper’s self-serve provisioning platform.

Distribution

Jasper has established three primary product discovery/distribution channels among three leading eCommerce platforms, specifically Shopify (including Shopify Plus), Bigcommerce, and Magento (an Adobe Company). Notably, the Shopify app store is the largest present-day distribution opportunity given its installed base and merchant activity level. A report published by Shopify in 2020 indicated that 87% of Shopify merchants make use of the Shopify App Store and Jasper’s recently released Ultralite product is expected to be of significant interest to smaller merchants.

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- Magento: https://hostingtribunal.com/blog/magento statistics/#gref

BigCommerce: https://www.bigcommerce.com/dm/essentials-offer-1

Shopify: https://websitebuilder.org/blog/shopify-statistics/

Jasper plans to continue to refine its Ultralite product making it increasingly easier for Shopify app store merchants to onboard the solution on their own.

On August 30, 2021, Jasper signed a new partnership agreement with Square, Inc. ( www.squareup.com ) to make Jasper’s Ultralite PIM available for its own app store users. This is a significant green-field opportunity for Jasper. Square sought out Jasper’s PIM after learning of the Ultralite PIM in the Shopify app store. Square had approximately 2 million customers as of 2017, and its app store is considered vibrant and heavily utilized by its merchants 2. At the time of this Filing Statement, Jasper’s Square app store offering is under development, having passed Square’s initial vetting, and is expected to be introduced into the Square app store in February of 2022.

Jasper expects to further evolve its PIM platform by periodically introducing new seamless automation capabilities into the future. One such example is this: Jasper intends to develop a strategic partnership with Intuit Quickbooks Inc., in order to plan and launch a Quickbooks Online (“QBO”) PIM integration and app store release with a projected launch date of July 2022.

QBO has approximately 4.5M 3 customers and its platform largely caters to SMBs that demand flawless integration experiences with other digital service providers, such as Jasper PIM. Jasper believes that its own PIM, combined with QBO (operating as the SMBs accounting/inventory management back-office) and combined with Shopify or Square eCommerce storefronts will introduce small business eCommerce merchants to a trifecta solution that will bring them unparalleled consumer value and an intuitive user experience.

Advertising

Jasper advertises in a variety of digital mediums, including Google Ads, the Shopify App Store, YouTube and digital profile listing sites such as Capterra/Gartner networks. Jasper also plans to release new ads inside YouTube to attract young entrepreneurs who aren’t familiar with PIM and who operate their own small eCommerce stores. As the ROI on ad spend continues to improve, and with the use of additional capital in a post-public launch context, Jasper also intends to amplify its spend across traditional advertising mediums (trade magazines, radio and television ads) in order to influence a much larger audience of eCommerce seller decision makers that are less technical and less familiar with modern digital or social media platforms.

Social media platforms such as Twitter, Facebook and LinkedIn are also expected to obtain an increasing share of future ad spend and Jasper plans to continue to experiment in these mediums to find the optimum cost-benefit scenario.

Technology

Jasper employs modern technology that is hosted professionally and securely on Amazon Web Services in multiple zones with layers of redundancy. The technology has been developed over the past several years by seasoned engineers having 20+ years experience in software architecture and API-first, agile methodologies. The Jasper product development team consists of on-shore and off-shore engineers, programmers and testing resources. For professional services, Jasper also employs a core team of engineers, but has also developed supply chain agency or system integration partners to assist with professional services to help mitigate overflow demand.

2 https://expandedramblings.com/index.php/square-statistics/

3 https://www.zdnet.com/article/intuit-delivers-solid-q4-cuts-q1-earnings-outlook-finishes-with-4-5-million-quickbooks-onlinesubscribers/

Operations

Operations are headed up by Jasper’s Chief Technology Officer/Chief Operating Officer, Mr. Sean Coutts. Sean is a tenured eCommerce professional, having worked as a GM of Walmart Canada, driving significant growth through its eCommerce operations team.

Jasper has its principal headquarters in Toronto, Canada, but also maintains two satellite offices; one in Austin, Texas as well as one outside of Malaga, Spain. Since COVID-19, Jasper has furloughed its physical offices and presently carries no rent burden, nor does it have any commercial real estate or material related assets.

Jasper currently has 17 employees of which 16 are based out of Ontario.

Proprietary Protection

Jasper ensures that employees, agents, contractors, and any other parties having access to its intellectual property is done so sparingly and only when absolutely necessary. All Jasper proprietary IP (including source code, assets, server logs, etc.) is hosted on servers with strict controls which only permit authorized access.

Jasper’s SaaS architecture ensures that customers cannot download or obtain any Jasper intellectual property.

Anyone with access to such intellectual property will have signed a confidentiality and IP agreement prior to being given such access. All access information to Jasper IP is stored digitally via 1Password, which is a cloud-based digital vault technology designed to provide information security across an Enterprise.

Jasper has no patents pending nor any filings for trademark protection at this time, however it may seek such in the future.

Market

The Global Product Information Management Market is estimated to be USD $9.9 billion in 2021 and is expected to reach USD $16.5 billion by 2026 4. Jasper’s vision is for its PIM to be the only product information management utility that eCommerce sellers need at a price they can readily afford.

Jasper PIM customers are predominately in the United States, the United Kingdom, and Australia, though its customers can also be found in other parts of the world. While a significant opportunity exists within its current distribution channels through eCommerce platforms such as Shopify, it is by no means limited to serving only prospective Customers through these channels.

Jasper’s PIM solution tiers (i.e., from Ultralite to Enterprise) ensure a broad reach across the entire eCommerce merchant market, whereby every eCommerce seller (whether they sell goods online or only offline through traditional brick-and-mortar physical operations) can enjoy meaningful value from Jasper’s PIM.

Jasper has attracted many customers and prospects in the Lifestyle industry in subcategories such as Fashion/Apparel, Electronics, Health and Beauty etc. Jasper leverages its Lifestyle customer base through case studies and focuses a significant portion of its marketing/advertising energy on this segment.

While business-to-consumer (B2C) retailers comprise approximately 75% or more of Jasper’s present customer base, other brands (manufacturers), distributors, buying groups, companies or consortiums that constitute the business-to-business (B2B) segment of the overall market also utilize the benefits of the PIM to organize and distribute products to a wealth of vendors and other B2B or B2C partners. Jasper is an omnichannel tool that can be of value to virtually all consumer types.

4 https://www.researchandmarkets.com/reports/5317252/global-product-information-management-market

The eCommerce market is a USD $4.9 trillion dollar opportunity that grows annually by 16.8% on a yearover-year basis.5 The growth rate itself is continuing to increase year-over-year in the post-COVID era of digital transformation away from old-world physical sales to online sales curated through increased eCommerce adoption 6. This shift is evidenced by the significant growth of Amazon and Walmart’s eCommerce platforms (to name just two examples), both sales channels of which Jasper offers connections to via its modern PIM syndication technology.

Jasper expects to continue to focus on these growing markets as well as other organic groupings of likeminded consumers using similar technology stacks. Prospective PIM customers already using Shopify or Square technology (for example) that want to also sell on Amazon or Walmart will find Jasper’s PIM attractive as a means to link the whole of these technologies together to increase their overall sales reach and save significant time and money.

Jasper expects to continue to expand its offering to connect to and synergize with other large best-of-breed platforms or technologies. Such partners will typically have a multitude of existing customers that could significantly benefit from integration with Jasper’s PIM technology.

Jasper does not anticipate the emergence of any legal or government restrictions that could impact the growth of the eCommerce and PIM industry and Jasper’s management believes their solutions to be highly differentiated from the competition in these markets.

Competitive Landscape

Jasper notes the following primary PIM competitors: InRiver PIM, Salsify, Sales Layer, Akeneo and Pimcore. The following table outlines Jasper’s view of how their solutions compare:

	Jasper PIM	In River	Salsify	Sales Layer	Akeneo / Pimcore
Average Total cost of	$3,500 USD / year	$200,000 USD / year	$55,000 USD / year	$10,000 USD / year	$25,000 USD / year
Ownership (TCO)
	Micro-merchant, SMB, midmarket, Enterprise	Midmarket, Enterprise	Midmarket, Enterprise	SMB	SMB, midmarket, Enterprise
Market Coverage

Main Offering Type	SaaS	On-Premise	SaaS	SaaS	On-Premise
	Merchandising, Advanced Product Listing	Manufacturing, Merchandising	Generic	Generic	Generic
Product Focus

Distribution via Shopify	YES	NO	NO	NO	NO
App Store?
Self Provisioning	YES	NO	NO	NO	NO
Platform?
	Focused, Easy to Use	Complex, Advanced Users Only	Complex, Advanced Users Only	Basic	Complex, Do-it- yourself
User Experience

Note:

(1) Information in this table has been obtained from Jasper’s review of its competitors publicly available information maintained on their respective websites.

In summary, Jasper believes its primary competitive advantage is that it offers a single software stream that can scale with an eCommerce merchant as it grows, without having to force the merchant to upgrade or replatform onto another solution. PIM is a very “sticky” piece of software that is often integrated with other parts of a customer’s back- office. It takes the customer quite a bit of effort to implement and master its products intelligently in the PIM.

https://www.oberlo.ca/statistics/ecommerce-sales-by-

5 country#:~:text=In%202021%2C%20global%20ecommerce%20sales,to%20grow%20year%20after%20year.

6 https://www.smartinsights.com/digital-marketing-strategy/online-retail-sales-growth/

As such, once a customer has all of their product data and merchandising rules stored in the PIM, that customer is less likely to leave that platform given the significant time and costs associated with moving to another supplier.

As the Jasper PIM is a SaaS Solution, Jasper can rapidly evolve and add value to the user community by continually deploying new features and other enhancements that merchants can utilize in order to remain competitive and/or fuel continued growth in their own eCommerce practice.

Selected Financial Information

A summary of selected financial information for the years ended July 31, 2020 and 2021 and for the threemonth period ended October 31, 2021 is set out below. This selected financial information has been derived from and should be read in conjunction with Jasper’s audited annual financial statements for the years ended July 31, 2020 and 2021, which are attached to this Filing Statement as Schedule “C” and from the unaudited interim condensed financial statements for the three-month periods ended October 31, 2021, which are attached to this Filing Statement as Schedule “E”.

	Quarter ended October 31, 2021 (unaudited)	Year ended July 31, 2021 (audited)	Year ended July 31, 2020 (unaudited)
Summary Operating Results
Revenue	452,262	1,369,322	1,259,886

Expenses
General and Administrative	391,576	846,814	853,458
Research and development	207,342	818,804	615,643
Selling and marketing	238,384	291,832	723,128
Hosting	63,859	132,614	129,528
Customer Support	241,036	92,835	261,928
Stock-based compensation	69,583	58,205	118,348
Depreciation	2,421	9,848	17,651
Foreign exchange loss (gain)	900	15,428	(2,256)
Finance costs	228,852	759,606	312,027
	(1,443,953)	(3,025,986)	(3,029,455)

Net Loss	(991,691)	(1,656,664)	(1,769,569)

Weighted Average number of Shares Outstanding	1,940,681	1,938,181	1,884,942
Loss per share (weighted)	(0.51)	(0.85)	(0.94)

Total Assets	1,174,346	1,931,969	789,009
Total Current Liabilities	1,320,007	1,104,108	1,188,674
Total Non-Current Liabilities	5,105,986	3,802,272	1,089,170

Jasper has not declared any cash dividends since incorporation.

Management’s Discussion and Analysis

Financial information relating to Jasper, including its unaudited annual financial statements as at and for its fiscal year ended July 31, 2020, its audited financial statements as at and for its fiscal years ended July 31, 2021 and its unaudited interim condensed financial statements for the three months ended October 31, 2021 and the related management’s discussion and analysis are attached hereto as Schedules “C”, “D”, “E” and “F” to this Filing Statement.

Description of Securities

The authorized share capital of Jasper consists of an unlimited number of Jasper Shares. As at the date of this Filing Statement, there are 1,940,681 Jasper Shares, Jasper Warrants to acquire 316,887 Jasper Shares, Jasper Options to acquire 170,000 Jasper Shares, Jasper Convertible Debentures in the aggregate principal amount of $3,483,000, Jasper Debenture Warrants to acquire 167,184 Jasper Shares, 27 Jasper Tranche One Broker Warrants, Jasper Tranche Two Broker Warrants to acquire 35,030 Jasper Shares (calculated with reference to the Exchange Ratio of the Qualifying Transaction), 12,000,000 Subscription Receipts convertible into Underlying Shares and Subscription Receipt Warrants subject to satisfaction or waiver of the Escrow Release Conditions and 942,160 Compensation Warrants.

The Jasper Shareholders are party and subject to the Shareholders’ Agreement. Among other things, the Shareholders’ Agreement contains various provisions with respect to governance and restrictions on transfer. The Shareholders’ Agreement will be terminated upon completion of the Qualifying Transaction.

Jasper Shares

Each Jasper Share carries the right to one vote at all meetings of Jasper Shareholders. There are no special rights or restrictions of any nature attaching to the Jasper Shares. All Jasper Shares rank equally as to voting powers, dividends and participation in assets upon liquidation of Jasper.

Jasper Convertible Debentures

The Jasper Convertible Debentures are 10% unsecured convertible debentures issued in two series and having an aggregate principal amount of $3,483,000. Interest on the Jasper Convertible Debentures is payable on the principal amount outstanding from time to time at the rate of: (a) 10% per annum of the principal then outstanding from the date of issuance up to and including September 30, 2023, and (b) 12% per annum of the principal then outstanding from September 30, 2023 and afterwards. The principal and related accrued and unpaid interest on the Jasper Convertible Debentures shall automatically convert into Jasper Shares at the Liquidity Event Conversion Price upon a Liquidity Event. In accordance with the terms of the Business Combination, the Qualifying Transaction shall constitute a Liquidity Event and thus shall result in the conversion of the Jasper Convertible Debentures into Jasper Shares at a price per Jasper Share of $4.5332. Such Jasper Shares which will then be exchanged for Resulting Issuer Shares on the basis of 13.94832883 Resulting Issuer Shares for each Jasper Debenture Share.

Jasper Warrants

Jasper has the following Jasper Warrants and Jasper Debenture Warrants issued and outstanding:

Issue Date	Number of Warrants	Exercise Price	Expiry Date
June 14, 2017	76,220	$4.30	June 14, 2023
November 12, 2018	6,650	$7.50	November 12, 2023
November 12, 2018 to November 25, 2019	176,517	$7.50	April 30, 2025
January30, 2020	14,286	$7.00	January29, 2025
February 3, 2020 to April 13, 2020	43,214	$7.00	February 2, 2025 to April 12, 2025
August 5, 2020 to April 20, 2021	167,184	$6.7998	The earlier of: (A) the date that is 48 months following the closing of a Liquidity Event and (B) August 5, 2025 to April 21, 2026

Jasper Options

Jasper has the following Jasper Options issued and outstanding:

Issue Date	Number of Options	Exercise Price	Expiry Date
September 27, 2018	20,000	$6.25	September 27, 2023
September 27, 2018	10,000	$6.25	April 30, 2025
January30, 2020	5,000	$6.25	April 30, 2025
April 23, 2019	10,000	$6.25	April 22, 2025
April 30, 2020	25,000	$7.00	April 30, 2025
August 19, 2021	75,000	$7.00	August 19, 2026
August 31, 2021	25,000	$7.00	August 31, 2026

Subscription Receipts

In connection with the Qualifying Transaction, on October 21, 2021 Jasper completed the Offering issuing 12,000,000 Subscription Receipts at a price per Subscription Receipt of $0.50 for gross proceeds of $6,000,000. The Offering was completed through the Agent pursuant to the terms of the Agency Agreement.

Immediately prior to the Effective Time of the Amalgamation and subject to the satisfaction and/or waiver of the Escrow Release Conditions, in accordance with the terms and conditions of the Subscription Receipt Agreement, each Subscription Receipt will convert automatically into such fraction of an Underlying Share and such fraction of a Subscription Receipt Warrant such that following the exchange of Underlying Shares and Subscription Receipt Warrants for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, pursuant to the Amalgamation, a holder of a Subscription Receipt shall receive, for each Subscription Receipt held, one (1) Resulting Issuer Share and one-half of one (0.5) Resulting Issuer Warrant, without payment of additional consideration or further action on the part of the holder thereof. Each Resulting Issuer Warrant will be exercisable into one Resulting Issuer Share at a price of $0.70 per share for a period of 24 months from the date of the satisfaction of the Escrow Release Conditions, as more particularly described in the Warrant Indenture.

Upon completion of the Qualifying Transaction, the Resulting Issuer will assume Jasper’s obligations under the Warrant Indenture pursuant to a supplemental Warrant Indenture.

At the direction of Jasper and the Agent, the Escrowed Funds have been deposited in escrow with the Subscription Receipt Agent until satisfaction of the Escrow Release Conditions. The total gross proceeds of the Offering were $6,000,000 and net proceeds after Agent commissions, legal fees and expenses are $5,423,012.

The Offering was conducted on a “best efforts” agency basis by the Agent. As compensation, Jasper paid to the Agent a cash commission of $471,080 and issued to the Agent 942,160 compensation warrants of Jasper, each of which will be exchanged for one Resulting Issuer Compensation Warrant pursuant to the Qualifying Transaction. Each Resulting Issuer Compensation Warrant will be exercisable into one Resulting Issuer Share at a price of $0.50 per share for a period of 24 months from the date that the Resulting Issuer Shares commence trading on the TSXV following the completion of the Qualifying Transaction.

Consolidated Capitalization

The following table summarizes Jasper’s consolidated capitalization as at July 31, 2021 and as at the date of this Filing Statement. The table should be read in conjunction with the financial statements of Jasper including the notes thereto, included elsewhere in this Filing Statement.

Description	Amount Authorized	Amount outstanding as at July 31, 2021	Amount outstanding as at the date hereof
Jasper Shares	Unlimited	1,940,681	1,940,681
Jasper Options	Nil	82,500	170,000
Jasper Warrants and Jasper Debenture Warrants(1)	N/A	484,071	484,071
Jasper Tranche One Broker Warrants(2)	N/A	27	27
Jasper Tranche Two Broker Warrants(3)	N/A	35,030	35,030
Jasper Subscription Receipts(4)	N/A	Nil	12,000,000
Compensation Warrants	N/A	Nil	942,160
Jasper Convertible Debentures(5)	N/A	$3,483,000 Principal Amount	$3,483,000 Principal Amount
Accumulated Deficit and Reserves	N/A	$8,280,374	--

Note:

(1) Each Jasper Warrant is exercisable for one Jasper Share. 76,220 of such Jasper Warrants are exercisable at a price per Jasper Share of $4.30 until June 14, 2023, 6,650 of such Jasper Warrants are exercisable at a price per Jasper Share of $7.50 until November 12, 2023, 176,517 of such Jasper Warrants are exercisable at a price per Jasper Share of $7.50 until April 20, 2025, 57,500 of such Jasper Warrants are exercisable at a price per Jasper Share of $7.00 expiring on dates between January 29, 2025 and April 12, 2025 and 167,184 of such Jasper Warrants are exercisable at a price per Jasper Share of $6.7798 until the earlier of the date that is 48 months following the closing of the Qualifying Transaction, and April 21, 2026.
(2) Each Jasper Tranche One Broker Warrant is exercisable for a unit consisting of $1,000 principal amount of Jasper Convertible Debentures and 48 Jasper Warrants. Each Jasper Warrant underlying such Tranche One Broker Warrants is exercisable for Jasper Shares at a price per Jasper Share determined with reference to the conversion price of the Jasper Convertible Debentures, which after giving effect to the Qualifying Transaction and the exchange of Tranche One Broker Warrants for Resulting Issuer Unit Compensation Warrants, is calculated to be $0.325 per Resulting Issuer Share until dates ranging between September 2, 2022 and January 7, 2023.
(3) Each Jasper Tranche Two Broker Warrant is exercisable for one Jasper Share at a price per Jasper Share determined with reference to the conversion price of the Jasper Convertible Debentures, which after giving effect to the Qualifying Transaction and the exchange of Tranche Two Broker Warrants for Resulting Issuer Compensation Warrants, is calculated to be $0.325 per Resulting Issuer Share until the earlier of (i) the day that is 24 months from the closing date of the Qualifying Transaction, and (ii) September 30, 2023.
(4) Immediately prior to the Effective Time of the Amalgamation and subject to the satisfaction and/or waiver of the Escrow Release Conditions, each Subscription Receipt will convert automatically into such fraction of an Underlying Share and such fraction of a Subscription Receipt Warrant such that following the exchange of Underlying Shares and Subscription Receipt Warrants for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, pursuant to the Amalgamation, a holder of a Subscription Receipt shall receive, for each Subscription Receipt held, one (1) Resulting Issuer Share and one-half of one (0.5) Resulting Issuer Warrant, without payment of additional consideration or further action on the part of the holder thereof. Accordingly, the 12,000,000 Subscription Receipts are expected to convert into approximately 860,317 Jasper Shares and 430,158 Jasper Warrants.
(5) The Principal and related accrued and unpaid Interest under the Jasper Convertible Debentures shall automatically convert into Jasper Shares at the a price per Jasper Share of $4.5332 (being equal to the issue price of such number of Subscription Receipts required to convert into a whole Jasper Share less a discount of 35%).

Prior Sales

There is no public market for the Jasper Shares. Jasper securities have been issued during the twelve months preceding the date hereof as follows:

Date	Number of Securities	Issue/Exercise Price Per Security	Aggregate Issue Price
November 9, 2020	10 Convertible Debenture Units(1)	$1,000	$10,000
November 13, 2020	10 Convertible Debenture Units(1)	$1,000	$10,000
November 16, 2020	10 Convertible Debenture Units(1)	$1,000	$10,000
December 24, 2020	10 Convertible Debenture Units(1)	$1,000	$10,000
January 8, 2021	100 Convertible Debenture Units(1)	$1,000	$100,000
January8, 2021	4 Tranche One Broker Warrants	--	--

Date	Number of Securities	Issue/Exercise Price Per Security	Aggregate Issue Price
February17, 2021	804 Convertible Debenture Units(1)	$1,000	$804,000
March 19, 2021	5 Convertible Debenture Units(1)	$1,000	$5,000
April 4, 2021	10 Convertible Debenture Units(1)	$1,000	$10,000
April 20, 2021	2,000 Convertible Debenture Units(1)	$1,000	$2,000,000
April 20, 2021	35,030 Tranche Two Broker Warrants	--	--
August 19, 2021	110,000 Stock Options(2)	--	--
October 21, 2021	12,000,000 Subscription Receipts(3)	$0.50	$6,000,000
October 21, 2021	942,160 Compensation Warrants(4)	--	--

Note:

(1) Each such convertible debenture unit consists of (i) a $1,000 principal amount Jasper Convertible Debenture and (ii) 48 Jasper Debenture Warrants. Each Jasper Debenture Warrant shall become exercisable immediately prior to the closing of the Qualifying Transaction to acquire one Jasper Share at a price equal to 150% of the conversion price of the Jasper Convertible Debentures (which after giving effect to the Qualifying Transaction and the exchange of such Jasper Debenture Warrants for SaaSquatch Replacement Warrants, is calculated to be $0.325 per Resulting Issuer Share). Such Jasper Debenture Warrants shall be exercisable for a period expiring on the earlier of: (x) 48 months from the closing of the Qualifying Transaction; and (y) 60 months from the date of issuance.
(2) Each stock option is exercisable for Jasper Shares at an exercise price of $7.00 per Jasper Share expiring on August 19, 2026.
(3) Immediately prior to the Effective Time of the Amalgamation and subject to the satisfaction and/or waiver of the Escrow Release Conditions, each Subscription Receipt will convert automatically into such fraction of an Underlying Share and such fraction of a Subscription Receipt Warrant such that following the exchange of Underlying Shares and Subscription Receipt Warrants for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, pursuant to the Amalgamation, a holder of a Subscription Receipt shall receive, for each Subscription Receipt held, one (1) Resulting Issuer Share and one-half of one (0.5) Resulting Issuer Warrant, without payment of additional consideration or further action on the part of the holder thereof.
(4) Compensation warrants issued to the Agent in connection with the Offering at an exercise price of $0.50 per Resulting Issuer Share expiring the date which is 24 months from the date that the Resulting Issuer Shares resume trading on the TSXV following the completion of the Qualifying Transaction.

Executive Compensation

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , and provides details of all compensation for each of the directors and Named Executive Officers of Jasper for the fiscal years ended July 31, 2020 and 2021.

As of July 31, 2021, Jasper had two NEOs, Jon Marsella, Director and Chief Executive Officer, Mike Hodes, Chief Financial Officer, and Kevin Kelly, VP of Technology. There were no other executive officers of Jasper.

Director and Named Executive Officer Compensation – Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by Jasper to each current and former NEO and director, in any capacity, for the fiscal years ended July 31, 2021 and 2020.

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jon Marsella, Director and Chief Executive Officer	Fiscal year July 31, 2021	$175,000	-	-	-	-	$175,000
	Fiscal year July	$175,000	-	-	-	-	$175,000

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
	31, 2020
Mike Hodes, Chief Financial Officer	Fiscal year July 31, 2021	$175,000	-	-	-	-	$175,000
	Fiscal year July 31, 2020	$164,038	-	-	-	-	$164,038
Kevin Kelly, VP, Technology(1)	Fiscal year July 31, 2021	$180,000	-	-	-	-	$180,000
	Fiscal year July 31, 2020	$164,615	-	-	-	-	$164,615

Note:

(1) Mr. Kelly resigned effective August 6, 2021.

Stock Options and Other Compensation Securities

No Stock options were granted to Jasper Directors and NEOs during the fiscal year ended July 31, 2021. Stock options were either granted or the terms of existing Stock Options granted in prior years were amended during the fiscal year ended July 31, 2020 as follows:

Mike Hodes was granted 5,000 Stock options on January 30, 2020 with an exercise price of $7.00 a share. All Stock options granted prior to April 30, 2020 vested on April 30, 2020 and had their expiry date extended to April 30, 2025. On April 30, 2020, 25,000 Stock options were granted with an exercise price of $7.00 and with a vesting period of one-third on April 30, 2021, one-third on April 30, 2022 and one third on April 30, 2023and an expiry date of April 30, 2025.

Kevin Kelly was granted 7,500 Stock options on January 30, 2020 with a vesting period of one third on January 30, 2021, one third on January 30, 2022 and one third on January 30, 2023 and an expiry date of January 30, 2025. Mr. Kelly resigned effective August 6, 2021 and his stock options immediately lapsed.

Employment, Consulting and Management Agreements

Of Jasper’s NEOs, both Jon Marsella and Mike Hodes have a written employment agreement with Jasper. Mr. Marsella’s employment contract, as it relates to termination for just cause or without cause are governed by the Ontario Employment Standards Act, 2000 . Mr. Hodes’ employment may be terminated by Jasper for just cause, without payment in lieu of notice, severance pay or other liability for damages of any kind, except as may be required by the Ontario Employment Standards Act, 2020 . Mr. Hodes employment may be terminated by Jasper at any time, without cause upon notice (or payment in lieu thereof) calculated as two (2) months’ notice (or pay in lieu thereof, together with benefits continuation for two (2) months’ following the date of termination) plus one (1) month per completed year of service calculated from May 7, 2020.

No management functions of Jasper are to any substantial degree performed by a person other than the directors or senior officers of Jasper.

Oversight and Description of Director and Named Executive Officer Compensation

The board of directors of Jasper currently consists of five (5) directors. To date, except for the issuance of Jasper Options to non-management directors of Jasper only, Jasper has not paid compensation to directors. Jasper currently does not have a compensation committee and does not have any formal policy regarding how compensation is determined. It is expected that, following the completion of the Qualifying Transaction, the Resulting Issuer's Compensation, Corporate Governance and Nominating Committee will set guidelines for determining the short-term and long-term compensation of executive officers based on their performance, the compensation of executive officers at comparable companies, compensation in previous years, the experience and skills of the officer and any other factor the committee determines to be relevant. See " Information Concerning the Resulting Issuer – Resulting Issuer Executive Compensation ".

Overview

The Board of Directors of Jasper, with the recommendations of its Chief Executive Officer and Chief Financial Officer, has been responsible for setting the overall compensation strategy of Jasper and evaluating and making determinations for the compensation of its directors and executive officers.

Each executive officer receives a base salary, which is reviewed and determined annually. The salary of the executive officers of Jasper is believed to be similar to salaries provided by comparable companies. Annual bonuses are discretionary and are determined on an annual basis by the Chief Executive Officer of Jasper and the Board of Directors.

Jasper maintains a group benefit plan, including medical, dental, life, accidental death and dismemberment and long-term disability coverage. Jasper reimburses its directors and executive officers for expenses incurred in the course of performing their duties as directors and/or executive officers. Jasper has not provided any cash compensation or other compensation that would be considered a perquisite or personal benefit to its directors or executive officers.

Pension Disclosure

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by Jasper and none are proposed at this time.

Non-Arm’s Length Party Transactions

During the fiscal year ended July 31, 2019, the Company issued 24,000 Jasper Shares to Maged Saad, a Director of the Company, 12,000 Jasper Shares to Meteor Capital Inc. (a company controlled by Gerald Hurlow, a director of the Company), 8,000 Jasper Shares to Klamco Investments Inc. (a company controlled by Jeffrey Klam), and 16,000 Jasper Shares to Mike Hodes and the spouse of Mike Hodes, the CFO of the Company, at a price per Jasper Share of $6.25. Also during the fiscal year ended July 30, 2019, the Company issued: (i) units to Meteor Capital Inc. (a company controlled by Gerald Hurlow, a director of the Company) comprised of 10% Secured Debentures having a principal amount of $303,000 and 40,299 Jasper Warrants; and (ii) units to Klamco Investments Inc. (a company controlled by Jeffrey Klam, a director of the Company) comprised of 10% Secured Debentures having a principal amount of $35,000 and 4,655 Jasper Warrants.

During the fiscal year ended July 31, 2020, the Company issued (i) to Meteor Capital Inc. (a company controlled by Gerald Hurlow, a director of the Company) an aggregate of 48,000 Jasper Shares at a price per Jasper Share of $6.25 and units comprised of an aggregate of 17,200 Jasper Shares and 17,200 Jasper Warrants at a price per unit of $7.00 (ii) to Klamco Investments Inc. (a company controlled by Jeffrey Klam, a director of the Company) units comprised of 3,572 Jasper Shares and 3,572 Jasper Warrants at a price per unit of $7.00; and (iii) to Maged Saad (a director of the Company) units comprised of 14,286 Jasper Shares and 14,286 Jasper Warrants at a price per unit of $7.00. Also during the fiscal year ended July 31, 2020, in consideration for an agreement to extend the maturity date of the 10% Secured Debentures held by Meteor Capital Inc. and Klamco Investments Inc., the Company issued 16,119 Jasper Warrants and 1,862 Jasper Warrants, respectively.

During the fiscal year ended July 31, 2021, the Company issued (i) to Maged Saad, a Director of the company, an aggregate of 14,286 Jasper Shares and units comprised of $100,000 principal amount of Jasper Convertible Debentures and 4,800 Jasper Debenture Warrants; (ii) to Meteor Capital Inc. (a company controlled by Gerald Hurlow, a director of the Company) units comprised of $10,000 principal amount of Jasper Convertible Debentures and 480 Jasper Debenture Warrants; and (iii) to Klamco Investments Inc. (a company controlled by Jeffrey Klam, a director of the Company) units comprised of $10,000 principal amount of Jasper Convertible Debentures and 480 Jasper Debenture Warrants. Also during the fiscal year ended July 30, 2021, the principal amount plus accrued and unpaid interest on the 10% Secured Debentures held by Meteor Capital Inc. and Klamco Investments Inc. were exchanged for Jasper Convertible Debentures having a principal amount of $371,000 and $42,000, respectively and 17,808 and 5,856 Jasper Debenture Warrants, respectively.

Other than as described above, Jasper has not entered into any Non-Arm's Length Party transactions during its past three financial years for which financial information is included in this Filing Statement, other than the employment agreements with the CEO Jon Marsella, CFO Mike Hodes and COO/CTO Sean Coutts. See “Information Concerning Jasper – Executive Compensation - Employment, Consulting and Management Agreements”.

Legal Proceedings

By way of Notice of Action issued December 17, 2021 and subsequent Statement of Claim filed January 14, 2022, Mr. Kevin Kelly (“ Mr. Kelly ”), a former employee, has commenced proceedings against Jasper. Mr. Kelly’s claim against Jasper seeks, $1,000,000 in damages for wrongful dismissal, breach of contract, tortious conduct and/or negligent misrepresentation, a declaration pursuant to section 248 of the OBCA and an order compelling Jasper to purchase Mr. Kelly’s shares in Jasper. Jasper is contesting the action and Mr. Kelly’s position in the action in its entirety. Jasper is of the view that Mr. Kelly’s case is without merit, that Mr. Kelly resigned his employment from Jasper and that he is not entitled to any of the relief he is seeking in his claim from Jasper. Except as noted above, there are no legal proceedings material to Jasper to which Jasper is a party to or of which any of its property is the subject matter, and there are no such proceedings known to Jasper to be contemplated.

Material Contracts

Jasper has not entered into any material agreements since August 1, 2020, other than the following:

(a) the Letter of Intent
(b) the Agency Agreement. See “ Information Concerning Jasper – Financings ”;
(c) the subscription receipt agreement dated October 21, 2021 entered into between Jasper and Odyssey Trust Company in connection with the Subscription Receipts;
(d) the Amalgamation Agreement; and
(e) the Business Combination Agreement.

Copies of the above agreements may be inspected without charge at Jasper’s head office located at 44 Victoria Street, Suite 820, Toronto, Ontario M5C 1Y2, during normal business hours prior to the completion of the Qualifying Transaction and for a period of 30 days thereafter.

INFORMATION CONCERNING THE RESULTING ISSUER

Name and Incorporation

The corporate name of the Resulting Issuer is expected to be “Jasper Commerce Inc.”. The Resulting Issuer’s head office and registered office will be located at 413 Russett Drive, Penticton, BC V2A 8X6. The Resulting Issuer will carry on the business of Jasper and will be a corporation governed by the BCBCA.

Intercorporate Relationships

Pursuant to the Amalgamation, Jasper will amalgamate with Subco to form Amalco, which will be a whollyowned subsidiary of SaaSquatch. Prior to the completion of the Qualifying Transaction, SaaSquatch will change its name to “Jasper Commerce Inc.”. Upon completion of the Qualifying Transaction, Amalco will be the only direct subsidiary of the Resulting Issuer. The corporate chart for the Resulting Issuer as of the Effective Time is expected to be as follows:

==> picture [172 x 98] intentionally omitted <==

----- Start of picture text -----

Jasper Commerce Inc.
(formerly, SaaSquatch Capital Corp.)
Reporting Issuer
(British Columbia)
100%
Jasper Interactive Studios Inc.
(Amalco)
(Ontario)
----- End of picture text -----

Narrative Description of the Business

The Resulting Issuer will carry on the business currently carried on by Jasper. See “ Information Concerning Jasper – Narrative Description of the Business ”.

Upon completion of the Qualifying Transaction, the Resulting Issuer Board will adopt such board committee charters, codes and policies as it deems necessary in accordance with good corporate governance practices given the stage of the Resulting Issuer.

Business Objectives and Milestones of the Resulting Issuer

To accomplish the business objectives of the Resulting Issuer, it is anticipated that the following milestones will need to be accomplished across all addressable markets:

Milestone	Target Date	Estimated Cost (CDN$)
Square, Inc App Marketplace Launch	February 2022	$50,000
Strategic partnership w/ Intuit Quickbooks	April 2022	$65,000
Quickbooks Online (QBO) Integration	July 2022	$500,000
Reach 575 Customers (Ultralite or Lite)	November 2022	$275,000
Reach 2% adoption in Shopify App Marketplace	July 2023	$400,000
Reach 3,900 Customers (All price tiers)	November 2023	$2,850,000

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

Description of Resulting Issuer Securities

The authorized share capital of the Resulting Issuer following completion of the Qualifying Transaction shall consist of an unlimited number of Resulting Issuer Shares. The issued share capital of SaaSquatch will change as a result of the consummation of the Share Consolidation and the Amalgamation to reflect the issuance of the Resulting Issuer Shares contemplated under the Amalgamation. Each Resulting Issuer Share will carry the same rights as a SaaSquatch Share.

Pro Forma Consolidated Capitalization

The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Qualifying Transaction and Share Consolidation:

Designation of Security	Number Authorized or to be Authorized	Number Outstanding Prior to Giving Effect to the Qualifying Transaction and Share Consolidation	Number Outstanding After Giving Effect to the Qualifying Transaction and Share Consolidation(1)
Resulting Issuer Shares	Unlimited	13,000,000	58,079,619
Resulting Issuer Options	10% of the issued and outstanding Resulting Issuer Shares	--	2,371,218
Resulting Issuer Warrants	N/A	200,000	6,751,991
Resulting Issuer SR Warrants	N/A	--	6,000,000
Resulting Issuer Unit Compensation Warrants	N/A	--	101,154
Resulting Issuer Compensation Warrants	N/A	--	1,530,775

Note:

(1) Assumes an Effective Date of February 16, 2022 for the purposes of calculating the accrued interest on the Jasper Convertible Debentures that will be converted into Jasper Shares and then exchanged for Resulting Issuer Shares in connection with the Amalgamation.

Fully Diluted Share Capital

Set out below is a table indicating the number of Resulting Issuer securities expected to be outstanding on a fully-diluted basis after giving effect to the Qualifying Transaction and the Offering and the percentage of the fullydiluted shares which each category represents:

Resulting Issuer Pro Forma Shareholdings	Resulting Issuer Shares(1)(2)	Percentage of the Resulting Issuer Shares (Fully-diluted)
Resulting Issuer Shares held by existing SaaSquatch Shareholders	6,500,000	8.69%
Resulting Issuer Shares to be exchanged for Jasper Shares (including Jasper Debenture Shares but not including Underlying Shares)	38,138,835	50.96%
Resulting Issuer Shares to be exchanged for Jasper Shares issued upon conversion of the Subscription Receipts	12,000,000	16.04%
Resulting Issuer Shares to be issued to the Finder in satisfaction of the Finder’s Fee	1,440,784	1.93%

Resulting Issuer Pro Forma Shareholdings	Resulting Issuer Shares(1)(2)	Percentage of the Resulting Issuer Shares (Fully-diluted)
Total non-diluted share capital of the Resulting Issuer:	58,079,619	75.68%
Resulting Issuer Shares Issuable to Holders of:
ResultingIssuer Options	2,371,218	3.17%
Resulting Issuer Warrants	6,751,991	9.02%
Resulting Issuer SR Warrants	6,000,000	8.02%
ResultingIssuer Compensation Warrants	1,530,775	2.05%
ResultingIssuer Unit Compensation Warrants	101,154	0.13%
Total fully diluted capital of the Resulting Issuer:	74,834,757	100%

Notes:

(1) Prior to or upon the completion of the Qualifying Transaction, the Resulting Issuer may grant Resulting Issuer Options to certain directors and officers, employees, management company employees and consultants of the Resulting Issuer in accordance with the Resulting Issuer Option Plan. See “Information Concerning the Resulting Issuer – Options to Purchase Securities”.

(2) Assumes an Effective Date of February 16, 2022 for the purposes of calculating the accrued interest on the Jasper Convertible Debentures that will be converted into Jasper Shares and then exchanged for Resulting Issuer Shares in connection with the Amalgamation.

Resulting Issuer Available Funds and Principal Purposes

The following table sets out the estimated funds available to the Resulting Issuer after giving effect to the release of the Escrowed Funds and the Qualifying Transaction as at the dates indicated:

Source of Funds	Following Completion of the Qualifying Transaction and the release of the Escrowed Funds
Estimated SaaSquatch working capital as at November 30, 2021	$900,000
Estimated Jasper working capital as at November 30, 2021	$200,000
Netproceeds of the Offering	$5,423,012
Total available funds:	$6,523,012

The following table sets out the proposed use of the available funds by the Resulting Issuer after giving effect to the release of the Escrowed Funds and the Qualifying Transaction.

Principal Uses of Available Funds	Following Completion of the Qualifying Transaction and the release of the Escrowed Funds
Committed Capital	$100,000
Sales and marketing and customer support	$2,055,000
Research & development	$1.295,000
Investor relations, legal and auditors	$815,000
Redemption of secured debenture	$321,000
Corporate and administrative expenses	$520,000
Unallocated WorkingCapital	$1,417,012
Total uses of funds:	$6,523,012

Selected Pro Forma Consolidated Financial Information

Balance Sheet Data	As of October 31, 2021(1)
Current Assets	$7,659,366
Total Assets	$7,694,487
Current Liabilities	$1,398,701
Total Liabilities	$2,195,150
Shareholders’ Equity	$5,499,337

Note:

Dividend Policy

There will be no restrictions in the Resulting Issuer’s articles or other constating documents that could prevent the Resulting Issuer from paying dividends. However, it is not contemplated that any dividends will be paid on any Resulting Issuer Shares in the immediate future. The Resulting Issuer Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the time.

Resulting Issuer Principal Securityholders

To the knowledge of management of SaaSquatch and Jasper, except as set out below, no securityholder is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer after giving effect to the Qualifying Transaction and the Offering (on non-diluted basis).

Name and Municipality of Residence of Shareholder	Type of Ownership	Number of Resulting Issuer Shares	Percentage of Resulting Issuer Shares Owned After Giving Effect to the Qualifying Transaction
Patricia Marsella, Oakville, Ontario	Record	6,974,164	12.01%
Jon Marsella, Oakville, Ontario	Record	6,479,878	11.16%

Resulting Issuer Officers and Directors

Name, Address, Occupation and Resulting Issuer Security Holdings

The following table sets out (a) the name and municipality of each person proposed as a director or an officer of the Resulting Issuer, (b) all positions and offices in the Resulting Issuer to be held by such person, (c) the principal occupation(s) during the preceding five years, (d) the period during which such person has served as a director or officer of Jasper or SaaSquatch, and (e) the number and percentage of Resulting Issuer Shares to be beneficially owned

by such person, directly or indirectly, or over which control or direction will be exercised, as of the date of the Amalgamation.

Name and Municipality of Residence	Principal Occupations for the Previous Five Years	Positions and Offices with the Resulting Issuer	Director/ Officer Since	Number (and Percentage) of Resulting Issuer Shares Owned or Controlled(1)
Jon Marsella Toronto, Ontario	Founder and Chief Executive Officer, Jasper Interactive Studios Inc.	Director and Chief Executive Officer	February 16, 2022	13,454,042 (23.16%)(2)
Mike Hodes Maple, Ontario	Chief Financial Officer, Jasper Interactive Studios Inc.; Chief Financial Officer, Casewise	Chief Financial Officer & Corporate Secretary	February 16, 2022	571,882 (0.98%)(3)
Sean Coutts Aurora, Ontario	Chief Technology Officer and Chief Operation Officer, Jasper Interactive Studios Inc.; GM, Walmart Canada	Chief Technology Officer and Chief Operation Officer	February 16, 2022	Nil
Gerald Hurlow Toronto, Ontario	President, Meteor Capital Inc.	Director	February 16, 2022	4,555,894 (7.84%)(4)
Maged Saad Mississauga, Ontario	President of Magnous Consulting Inc., a private consulting and investment company; VP Operations and Delivery and Acting COO, Turris Communications Inc.	Director	February 16, 2022	842,561 (1.45%)
Jeffrey Klam Toronto, ON	Lawyer practicing in association with Caravel Law Professional Corporation	Director	February 16, 2022	328,621 (0.57%)(5)
Silas Garrison Charlotte, North Carolina, USA	Chief Executive Officer and former Chief Technology Officer of HealthSpace Data Systems Ltd.	Director	March 22, 2021	250,000 (0.43%)

Note:

(1) The information as to the number of shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of Jasper or SaaSquatch, has been furnished by the respective individuals. (2) Includes 6,974,164 Resulting Issuer Shares held by the spouse of Mr. Marsella.

(3) Includes 111,587 Resulting Issuer Shares held by the spouse of Mr. Hodes.

(4) Represents Resulting Issuer Shares held by Meteor Capital Inc., a corporation controlled by Mr. Hurlow.

(5) Represents Resulting Issuer Shares held by Klamco Investments Inc., a corporation controlled by Mr. Klam.

For particulars of the occupations of the directors and officers see “ Information Concerning the Resulting Issuer – Resulting Issuer Officers and Director – Biographical Information ” below.

All directors of the Resulting Issuer will hold office until the next annual general meeting of the Resulting Issuer unless they resign prior thereto or are removed by the shareholders of the Resulting Issuer in accordance with applicable law.

The directors and officers of the Resulting Issuer as a group will own, directly or indirectly, or exercise control or direction over 20,003,000 Resulting Issuer Shares immediately following completion of the Qualifying Transaction (representing 34.44% of all of the issued and outstanding Resulting Issuer Shares on a non-diluted basis).

Biographical Information

The following is a brief description of each of the proposed directors and officers of the Resulting Issuer (including details with regard to their principal occupations for the last five years).

Jon Marsella , 47 – proposed Chief Executive Officer and Director

Jon C. Marsella has been developing innovative software solutions for over 20 years. Throughout 2000-2010, Jon worked for several interactive agencies in a variety of capacities, including Chief Technology Officer, Director of Internet Technology, researcher, software prototype engineer, solution architect, 3D game programmer, and account manager. Jon largely worked on special projects for media/entertainment properties such as Discovery Channel, Sesame Street, CTV, Glassbox Television, Warner Music and Warner Home Video. In 2010, Jon worked with the Canadian Space Agency developing a 3D neurocognitive research simulation for astronaut training. Jon founded Jasper with the intent of bringing the absolute best SaaS PIM solution to market for eCommerce merchants.

It is expected that Mr. Marsella will devote up to 100% of his time to the affairs of the Resulting Issuer.

Mike Hodes , 55 – proposed Chief Financial Officer & Corporate Secretary

Mike Hodes has 25 years of senior financial management experience in the technology sector including over 15 years as a CFO. A trusted adviser to six entrepreneurial CEOs to date in growing start-up companies. He has extensive cross border and overseas experience having set up and managed the accounting, finance, legal, HR, tax, property and other related back-office functions for companies in U.S., U.K. and France. Prior to joining Jasper in 2018, Mike was the CFO of Casewise, a company partially backed by a New York based venture capital investor, that sold a business process modelling tool to Fortune 500 companies. Mike is a qualified FCA (England and Wales) and CPA, CA (Canada) and has a Bachelor of Arts degree from the London Metropolitan University.

It is expected that Mr. Hodes will devote up to 100% of his time to the affairs of the Resulting Issuer.

Sean Coutts , 51 – proposed Chief Operating Officer/Chief Technology Officer

Sean has 23 years of experience helping global companies become market leaders through exceptional technical strategy and execution. The organizations Sean has worked with have combined for over a billion dollars in growth both organically and through acquisitions. Sean was COO of Kit Digital a global DAMS provider for Media and Advertising, and was COO of SendtoNews, a global Sports Video provider where he worked with the largest sports entities (NFL, NBA, Nascar, PGA, among others) and many tier 1 publishers. In addition to working at several private start-ups and public companies with a rapid growth and global footprint, Sean was GM for Walmart Canada where he developed their eCommerce strategy and business plan.

It is expected that Mr. Coutts will devote up to 100% of his time to the affairs of the Resulting Issuer.

Gerald Hurlow, 72 – proposed Director

Gerry Hurlow has been President of Toronto based Meteor Capital Inc. since 2009. Meteor invests in private and public growth companies with a focus on Canadian emerging technology businesses. Prior to founding Meteor Capital, Gerry was the managing partner of HSD Partners Inc., similarly an investor in public growth companies. Gerry has significant experience with Canadian public company boards, including as the lead director for MKS Inc. Gerry has a Bachelor of Applied Science, Chemical Engineering degree from the University of Waterloo.

It is expected that Mr. Hurlow will devote approximately 5 to 10% of his time to the affairs of the Resulting Issuer.

Maged Saad, 55 – proposed Director

Mr. Saad is an independent Executive Management Consultant, with a long successful career providing coaching and consulting services to executives of multimillion and multibillion -dollar international corporations.

Mr. Saad has an impressive track record helping organizations optimize their corporate resources and scale their operations and governance structures.

He has held various executive positions such as: President, CEO, COO, VP Operations, AVP Delivery and Portfolio Management among others, in diverse industries including: Hi-Tech, Telecom, Utilities, Banking, Retail, Professional Services, eCommerce, Insurance, Logistics and Government.

Mr. Saad has a bachelor degree in Engineering from Concordia University in Montreal, a Masters Certificate in Project Management from York University and an executive MBA degree from Quantic School of Business and Technology. He is also PMP certified from the Project Management Institute and a certified NACD Governance Fellow from the National Association of Corporate Directors.

Mr. Saad is also a member of certain private company board of directors.

It is expected that Mr. Saad will devote approximately 5 to 10% of his time to the affairs of the Resulting Issuer.

Jeffrey Klam, 45 – proposed Director

Mr. Klam is an experienced corporate and securities law practitioner with law firm, regulatory, and in-house experience. As a lawyer practicing in association with Caravel Law Professional Corporation, he focuses his practice on corporation transactions, primarily financing and mergers and acquisitions transactions. After starting his career with Fasken Martineau DuMoulin LLP, Mr. Klam worked as legal counsel in the Corporate Finance Branch of the Ontario Securities Commission and as General Counsel and Corporate Secretary for Besra Gold Inc. Mr. Klam holds an LLB from Osgoode Hall Law School at York University and a BA (Political Science) from McGill University.

It is expected that Mr. Klam will devote approximately 5 to 10% of his time to the affairs of the Resulting Issuer.

Silas Garrison, 33 – Director

Silas Garrison, is a seasoned business leader and tech entrepreneur. Mr. Garrison currently serves as HealthSpace Data Systems Ltd.’s (“ HealthSpace ”) Chief Executive Officer and previously served as HealthSpace’s Chief Technology Officer. Prior to joining HealthSpace, Mr. Garrison co-founded iGov Data Solutions, a mobile solutions provider. Mr. Garrison and his partners sold iGov’s product IP and assets to HealthSpace. Mr. Garrison has a vast amount experience in various business verticals having consulted and worked with a variety of enterprise organizations, ranging from Fortune 500 banks to sports and media conglomerates. Mr. Garrison will devote the time necessary to perform the work required in connection with the direction of the Corporation and completion of the Qualifying Transaction.

It is expected that Mr. Garrison will devote approximately 5 to 10% of his time to the affairs of the Resulting Issuer.

Cease Trade Orders or Bankruptcies

Except as disclosed below, no proposed director or officer of the Resulting Issuer, and no securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has, within the last ten years prior to date of this Filing Statement, (a) been a director or an officer of any person or company that, while such person was acting in that capacity was the subject of a cease trade or similar order or an order that denied the issuer access to any exemptions under applicable securities law for a period of more

than 30 consecutive days; or (b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties and Sanctions

No proposed director, officer or shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder making a decision about the Qualifying Transaction.

Personal Bankruptcies

In the 10 years prior to the date hereof, none of the proposed directors or officers of the Resulting Issuer or any securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such persons, has became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Committees

Initially, the only committees of the proposed Resulting Issuer Board will be an audit committee (the “ Audit Committee ”) and a Compensation, Corporate Governance and Nominating Committee (the “ Compensation, Corporate Governance and Nominating Committee ”).

Upon completion of the Qualifying Transaction, the Audit Committee is expected to be comprised of Maged Saad (Chair), Gerald Hurlow and Silas Garrison, each of whom is “independent” within the meaning of NI 52-110. Each Audit Committee member is “financially literate”, within the meaning of NI 52-110 and possesses education or experience that is relevant for the performance of their responsibilities as an Audit Committee member. See “ Information Concerning the Resulting Issuer – Resulting Issuer Officers and Director – Biographical Information ” above.

The mandate of the Audit Committee will be to assist the Resulting Issuer Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Resulting Issuer. The Audit Committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management’s discussion and analysis of the Resulting Issuer; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The Audit Committee will also be responsible for reviewing and following the procedures established in the Resulting Issuer’s codes, policies and guidelines as may be established from time to time.

Upon completion of the Qualifying Transaction, the Compensation, Corporate Governance and Nominating Committee is expected to be comprised of Gerald Hurlow (Chair), Maged Saad and Jeffrey Klam. The Compensation, Corporate Governance and Nominating Committee will be responsible for (i) assisting the board of directors in determining the compensation for the Resulting Issuer’s executive officers and recommending these plans to the board of directors of the Resulting Issuer; and (ii) assisting the board of directors of the Resulting Issuer in matters pertaining to governance in accordance with good corporate practice and applicable regulatory requirements. This committee’s responsibilities will include:

reviewing and approving the compensation of the Chief Executive Officer and other officers of the Resulting Issuer appointed by the board of directors of the Resulting Issuer;

reviewing and approving the compensation policies, plans and programs for the Resulting Issuer’s executive officers and other senior management, as well as its overall compensation plans and structure;
reviewing and discussing with management and recommending to the board of directors of the Resulting Issuer the disclosure to be included under the caption “Executive Compensation” for use in any annual reports, prospectuses, proxy circulars or information circulars;

recommending to the board of directors the compensation for directors;

administering the Stock Option Plan and share compensation arrangements;
reviewing and approving any public disclosures regarding governance matters as may be required by securities regulatory authorities;
reviewing transactions between the Resulting Issuer and its directors, officers, shareholders and other related parties for recommendation to the board of directors of the Resulting Issuer;
evaluating the performance and effectiveness of the board of directors of the Resulting Issuer as a whole, the various committees of the board of directors of the Resulting Issuer and individual directors on a regular and ongoing basis;
considering nominations for directors and approving director nominations for recommendation to the board of directors of the Resulting Issuer;
reviewing and recommending changes in the role, composition and structure of the board of directors of the Resulting Issuer and its various committees; and
establishing an orientation and education program for new directors and providing continuing education for existing directors.

The Compensation, Corporate Governance and Nominating Committee will seek to ensure an objective process for determining compensation through compliance with the board’s conflicts of interest guidelines. The Compensation, Corporate Governance and Nominating Committee will review the various compensation elements both individually and in total to seek alignment with the Resulting Issuer’s compensation program objectives. The Compensation, Corporate Governance and Nominating Committee will then make recommendations on all executive pay, short-term incentives and long-term incentive options to the board of directors of the Resulting Issuer for approval.

Conflicts Of Interest

Certain directors and officers of the Resulting Issuer are associated with other reporting issuers or other corporations that may give rise to conflicts of interest. Please see “ Information Concerning the Resulting Issuer – Other Reporting Issuers ” below. In accordance with the OBCA, directors or officers of the Resulting Issuer who have a material interest in a material transaction or a proposed material transaction with the Resulting Issuer are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the transaction. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Resulting Issuer.

Other Reporting Issuers

The following table sets out information for the proposed directors and officers of the Resulting Issuer that are, or have been within the five years prior to the date hereof, directors, officers or Promoters of other reporting issuers.

Name	Name of Reporting Issuer	Name of Trading Market	Position	From	To
Silas Garrison	HealthSpace Data Systems Ltd.	CSE	Director	May 3, 2016	Present
Jeffrey Klam	Harmony Acquisitions Corp.	TSX-V	Director and Corporate Secretary	May 7, 2021	Present
Maged Saad	Mijem Newcomm Tech Inc.	CSE	Director	January 10, 2022	Present
Gerald Hurlow	Yangaroo Inc.	TSX-V	Director	January 25, 2016	May 12, 2020

Resulting Issuer Executive Compensation

For the purposes of this section, the Named Executive Officers are the proposed Chief Executive Officer, Chief Financial Officer and the Chief Operating Officer/Chief Technology Officer of the Resulting Issuer. There are no other individuals who are proposed to serve as executive officers of the Resulting Issuer for the twelve-month period following the Qualifying Transaction. Based on the above criteria, the Named Executive Officers for the Resulting Issuer will be Jon Marsella (Chief Executive Officer), Mike Hodes (Chief Financial Officer) and Sean Coutts (Chief Operating Officer/Chief Technology Officer) – such persons being the only proposed executive officers of the Resulting Issuer.

Following the completion of the Qualifying Transaction, it is anticipated that the Named Executive Officers will be paid salaries at a level that is comparable to companies of a similar size and character. Additionally, it is expected that the Named Executive Officers will receive similar compensation as the Named Executive Officers of Jasper prior to the Qualifying Transaction, except in the case of Mr. Coutts who will receive an increase in base salary of $25,000 upon completion of the Qualifying Transaction. As of the date of this Filing Statement, there are no employment contracts in place between the Resulting Issuer and any of the proposed Named Executive Officers of the Resulting Issuer, and there are no provisions with the Resulting Issuer for compensation of the Named Executive Officers in the event of termination of employment or a change in responsibilities. See “ Information Concerning Jasper – Executive Compensation ” for further details.

Compensation Discussion and Analysis

When determining compensation policies and individual compensation levels for the Resulting Issuer’s executive officers, a variety of factors, will be considered including: the overall financial and operating performance of the Resulting Issuer; each executive officer’s individual performance and contribution towards meeting corporate objectives; each executive officer’s level of responsibility and length of service; and industry comparables.

The Resulting Issuer’s compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, which are of similar size and scope of operations, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Resulting Issuer and its shareholders through stock related programs.

The Resulting Issuer’s compensation arrangements for its directors and officers, may, in addition to salary, include compensation in the form of bonuses upon the achievement of certain milestones and the granting of stock options. The compensation policy of the Resulting Issuer may be re-evaluated in the future to emphasize increased base salaries and/or cash bonuses with a reduced reliance on option awards, depending upon the future development of the Business and other factors which may be considered relevant by the Resulting Issuer Board, from time to time.

Pension Plan Benefits

The Resulting Issuer does not intend to implement any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Compensation of Directors

Following completion of the Qualifying Transaction, it is anticipated that initially, compensation of the independent directors shall be in the form of security-base compensation only. As such no compensation will be paid on account of an annual retainer nor in respect of meeting attendance. The amounts of such issuances will be determined at the discretion of the Resulting Issuer board of directors following completion of the Qualifying Transaction. Independent directors also will be reimbursed for any out-of-pocket travel expenses incurred to attend meetings of the Resulting Issuer Board, committees of the Resulting Issuer Board or meetings of the shareholders of the Resulting Issuer. It is also anticipated that the Resulting Issuer will obtain customary insurance for the benefit of its directors and enter into indemnification agreements with its directors pursuant to which the Resulting Issuer will agree to indemnify its directors to the extent permitted by law.

Employment Agreements

Upon completion of the Qualifying Transaction, the Resulting Issuer will assume Jasper’s obligations under the employment agreements that Jasper has with Jon Marsella, Mike Hodes and Sean Coutts. See “ Information Concerning Jasper – Executive Compensation – Management Contracts ” above.

Indebtedness of the Resulting Issuer’s Directors and Officers

As of the completion of the Qualifying Transaction, no proposed director, executive officer or senior officer of the Resulting Issuer or any Associate thereof, will be indebted to the Resulting Issuer or any of its subsidiaries, or has been at any time during the preceding financial year.

No director, executive officer or other senior officer of SaaSquatch or Jasper or person who acted in such capacity in the last financial year of SaaSquatch or Jasper or proposed director or officer of the Resulting Issuer, or any Associate of any such director or officer is, or has been, at any time since the incorporation of SaaSquatch or Jasper, indebted to SaaSquatch or Jasper nor is, or at any time since the incorporation of SaaSquatch or Jasper has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by SaaSquatch or Jasper.

Investor Relations Arrangements

There are no written or oral agreements or understandings reached with any person to provide any promotional or investor relations services for the Resulting issuer.

Options to Purchase Securities

Options to Purchase Resulting Issuer Shares

In connection with the completion of the Qualifying Transaction, the Resulting Issuer intends to adopt the SaaSquatch Option Plan, the terms of which are described under “ Information Concerning Jasper – Executive Compensation – Employment Agreements ”.

As of immediately prior to the closing of the Qualifying Transaction, there were no SaaSquatch outstanding under the SaaSquatch Option Plan.

The following table shows the particulars of the Resulting Issuer Options expected to be outstanding upon completion of the Qualifying Transaction and the Share Consolidation:


Expiry	Exercise Price	Number Under Option
September 26, 2023	$0.4481	418,450
January 29, 2025	$0.4481	69,742
April 22, 2025	$0.4481	139,484
April 30, 2025	$0.5019	348,708
August 19, 2026	$0.5019	1,046,126
August 31, 2026	$0.5019	348,708

The following is a description of the expected Resulting Issuer Options outstanding upon completion of the Qualifying Transaction, by category of option holder.

Category of Option Holder	Shares Under Option
Allproposed officers of the ResultingIssuer as agroup	1,115,866
All proposed directors of the Resulting Issuer as a group who are not also officers	383,580
All other employees of the Resulting Issuer as a group	767,159
All consultants of the ResultingIssuer as agroup	Nil
Former officers and directors of Jasper not alreadyconsidered above	104,613
Former officers and directors of SaaSquatch not already considered above	Nil

Following completion of the Qualifying Transaction, the Resulting Issuer intends to issue options to new directors and officers in such amounts as may be determined by the Resulting Issuer Board. Such options will be issued at the market price pursuant to the Resulting Issuer Option Plan and the rules of the TSXV.

Escrowed Securities

There are two classes of escrow to which certain SaaSquatch Shares will be subject: (i) CPC Escrow Shares and (ii) Value Escrow Shares. The CPC Escrow Shares are subject to an escrow that continues as part of the initial public offering of SaaSquatch, while the Value Escrow Shares are subject to an escrow as a result of the Qualifying Transaction.

Terms of the Escrow for the CPC Escrow Shares

CPC Escrow Shares are SaaSquatch Shares held in escrow pursuant to Section 1.1 of the CPC Policy, and released in accordance with the following timeline:

Percentage of CPC Escrow Shares Released from Escrow	Release Date
25%	Date of Final Exchange Bulletin
25%	6 months from Final Exchange Bulletin
25%	12 months from Final Exchange Bulletin
25%	18 months from Final Exchange Bulletin

The following table sets out, as of the date hereof and to the knowledge of SaaSquatch and Jasper, the name and municipality of residence of the securityholders whose SaaSquatch Shares will continue to be subject to the CPC Escrow Agreement. A total of 2,000,000 SaaSquatch Shares are held in escrow pursuant to the CPC Escrow Agreement.

		Prior to Giving Effect to the	Prior to Giving Effect to the	After Giving Effect to the	After Giving Effect to the
		Transaction		Transaction


Name and				Number of
		f
Municipality of	Designation of	Number o	% of	Securities to	% of
		Sii
Residence of	class	ecurtes	Class	be held in	Class
		hld i E
Securityholder		e n scrow		Escrow(1)

James Hutton Langley, British Columbia	Common Shares	500,000	3.85%	250,000	0.43%
Silas Garrison Charlotte, North Carolina	Common Shares	500,000	3.85%	250,000	0.43%
Harbourside Consulting Corporation(2) Richmond, British Columbia	Common Shares	500,000	3.85%	250,000	0.43%
Robert Hill West Vancouver, British Columbia	Common Shares	500,000	3.85%	250,000	0.43%

Notes:

(1) Adjusted to give effect to the Share Consolidation.

(2) Harbourside Consulting Corporation is a private British Columbia company controlled by Warwick Smith.

Terms of the Escrow for the Value Escrow Shares

The following table sets out, as of the date of this Filing Statement and to the knowledge of SaaSquatch and Jasper, the number and percentage of Resulting Issuer Shares to be held in escrow (the “ Resulting Issuer Escrow Shares ”) prior to giving effect to the Qualifying Transaction, and the number and percentage of Resulting Issuer Escrow Shares that will be held in escrow after giving effect to the Qualifying Transaction pursuant to a Value Security Escrow Agreement (on an undiluted basis) to be entered into among the Resulting Issuer, the holders of Resulting Issuer Escrow Shares and the Odyssey Trust Company, as escrow agent:

		Prior to Giving Effect to the	Prior to Giving Effect to the	After Giving Effect to the	After Giving Effect to the
		Transaction		Transaction


Name and				Number of
		f
Municipality of	Designation of	Number o	% of	Securities to	% of
		Sii
Residence of	class	ecurtes	Class	be held in	Class(1)
		hld i E
Securityholder		e n scrow		Escrow

Jon Marsella Oakville, Ontario	Resulting Issuer Shares	--	--	6,479,878	11.16%
Patricia Marsella Oakville, Ontario	Resulting Issuer Shares	--	--	6,974,164	12.01%
Mike Hodes Maple, Ontario	Resulting Issuer Shares	--	--	571,882	0.98%

Gerald Hurlow Toronto, Ontario	Resulting Issuer Shares	--	--	4,555,894	7.84%
Silas Garrison(2) Charlotte, North Carolina	Resulting Issuer Shares	--	--	--	--
Maged Saad Mississauga, Ontario	Resulting Issuer Shares	--	--	842,561	1.45%
Jeffrey Klam Toronto, Ontario	Resulting Issuer Shares	--	--	328,621	0.57%

Notes:

(1) Includes Resulting Issuer Shares issued to holders of Underlying Shares.
(2) Mr. Garrison is expected to hold 250,000 Resulting Issuer Shares subject to a CPC Escrow Agreement as described above.

The Value Security Escrow Agreement will provide for a three year escrow release mechanism as set out in the table below. The Resulting Issuer Escrowed Shares may not be transferred within escrow without the approval of the TSXV for release or transfer other than in specified circumstances set out in the Value Security Escrow Agreement.

Percentage of Value Security Escrow Shares Released from Escrow	Release Date
10%	Date of Final Exchange Bulletin
15%	6 months from Final Exchange Bulletin
15%	12 months from Final Exchange Bulletin
15%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
15%	36 months from Final Exchange Bulletin

Other Resale Restrictions

The following table sets out, as of the date of this Filing Statement and to the knowledge of SaaSquatch and Jasper, the number and percentage of Resulting Issuer Shares that will be subject to a contractual restriction on transfer pursuant to the terms of the Business Combination Agreement:

Designation of Class	Aggregate number of securities subject to resale restrictions	Percentage of Class	Expiry date of the resale restrictions
Resulting Issuer Shares	11,104,447(1)(2)	19.11%	Four months following the Closing Date
	33,975,172(3)	58.50%	Six months following the Closing Date

Notes:

(1) Represents the Resulting Issuer Shares to be issued on the Qualifying Transaction in exchange for the Jasper Debenture Shares.
(2) Assumes an Effective Date of February 16, 2022 for the purposes of calculating the accrued interest on the Jasper Convertible Debentures that will be converted into Jasper Shares and then exchanged for Resulting Issuer Shares in connection with the Amalgamation.
(3) Represents (i) all of the SaaSquatch Shares on a Post-Share Consolidation basis other than SaaSquatch Shares issued on its initial public offering, and (ii) the Resulting Issuer Shares to be issued on the Qualifying Transaction in exchange for Jasper Shares (other than the Jasper Debenture Shares and the Underlying Shares) and issued in satisfaction of the Finder’s Fee.

Lock-Up Agreements

In addition to the escrow and contractual restrictions described above, all of the directors and senior officers, and certain securityholders, of Jasper have entered into lock-up agreements pursuant to which they will not, directly or indirectly, issue, transfer, offer, sell, pledge or enter into any other agreement to transfer the economic consequences of any Jasper Shares or Resulting Issuer Shares held by them for a period ending six months following the completion of the Qualifying Transaction.

Auditors, Transfer Agent and Registrar

Upon completion of the Qualifying Transaction, the transfer agent and registrar for the Resulting Issuer Shares will be Odyssey Trust Company, at its offices located at 300 – 5th Avenue SW, 10[th] Floor, Calgary, Alberta T2P 3C4 and the auditor of the Resulting Issuer is expected to be MNP LLP, Chartered Professional Accountants at its offices located at 111 Richmond Street West, Suite 300, Toronto, ON M5H 2G4.

RISK FACTORS

Jasper’s current business will be the Resulting Issuer’s business upon completion of the Qualifying Transaction. An investment in the securities of the Resulting Issuer involves significant risks. Additional risks and uncertainties not presently known to SaaSquatch or Jasper or that SaaSquatch and Jasper currently consider immaterial may also impair the business and operations of the Resulting Issuer and cause the trading price of the Resulting Issuer Shares to decline. If any of the following or other risks occur, the Resulting Issuer’s business, prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that event, the trading price of the Resulting Issuer Shares could decline and shareholders could lose all or part of their investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks.

Risks Associated with the Resulting Issuer’s Business

Operating Risks

Jasper has a history of net losses and may not be able to achieve or maintain profitability in the future. Jasper has incurred net losses each year since its inception, including net losses of $1,769,569 and $1,656,654 in the fiscal years ended July 31, 2020 and 2021 and of $991,691 in the three month period ended October 31, 2021, respectively, and Jasper may not be able to achieve or maintain profitability in the future. The Resulting Issuer’s expenses will likely increase in the future as it develops and launches new product features, expands in existing and new markets, increases sales and marketing efforts and continues to invest in its technology. These efforts may be more costly than expected and may not result in increased revenue or growth in the Resulting Issuer’s business. Certain features of its solution may require significant capital investments and recurring costs, including maintenance, depreciation, asset life and asset replacement costs, and if the Resulting Issuer is not able to generate sufficient levels of utilization of such assets or such features are otherwise not successful, such investments may not generate sufficient returns and the Resulting Issuer’s financial condition may be adversely affected. Any failure to increase revenue sufficiently to keep pace with investment and other expenses could prevent the Resulting Issuer from achieving or maintaining profitability or positive cash flow on a consistent basis. In addition, as Jasper grows and becomes a newly public company, it will incur additional significant legal, accounting and other expenses that it did not incur as a private company. Further, in future periods, Jasper’s revenue growth could slow or its revenue could decline for a number of reasons, including slowing demand for its product, increasing competition, any failure to gain, grow or retain channel partners, a decrease in the growth of its overall market, or its failure, for any reason, to continue to capitalize on growth opportunities. Jasper’s past financial performance should not be considered indicative of its future performance. If the Resulting

Issuer is unable to successfully address these risks and challenges as it encounters them, its business, financial condition and results of operations could be adversely affected.

Limited Operating History

The Resulting Issuer will have a limited history of operations and, having commercially offered its PIM solutions to customers commencing in 2017 and is still in a relatively early stage of development as it attempts to create an infrastructure to capitalize on the opportunity for value creation in the eCommerce ecosystem.

The Resulting Issuer will therefore be subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The limited operating history may also make it difficult for investors to evaluate the Resulting Issuer’s prospects for success. There is no assurance that the Resulting Issuer will be successful and the likelihood of success must be considered in light of its early stage of operations.

The Resulting Issuer may not be able to achieve or maintain profitability and may incur losses in the future. In addition, the Resulting Issuer is expected to increase its capital investments as it implements initiatives to grow its business. If the Resulting Issuer’s revenues do not increase to offset these expected increases, the Resulting Issuer may not generate positive cash flow. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding.

Ability to Sustain Growth

Jasper principally generates revenues through the sale of subscriptions to its PIM solution and the provision of integration services to its customers. Jasper’s subscription plans vary in term from monthly subscriptions to longer term subscriptions. Jasper’s customers have no obligation to renew their subscriptions after their subscription term expires. As a result, even though the number of customers using Jasper’s solution has grown in recent periods, there can be no assurance that Jasper will be able to retain these customers. Jasper may experience higher customer turnover as a result of many of its customers being SMBs that are more susceptible than larger businesses to general economic conditions and other risks affecting their businesses. Jasper’s costs associated with subscription renewals are substantially lower than costs associated with generating revenue from new customers or costs associated with generating sales of additional solutions to existing customers. Therefore, if Jasper is unable to retain customers, even if such losses are offset by an increase in new customers or an increase in other revenues, its operating results could be adversely impacted.

Jasper may also fail to attract new customers, retain existing customers or increase sales to both new and existing customers as a result of a number of other factors, including:

reductions in its current or potential customers’ spending levels;
competitive factors affecting the SAAS business software applications market, including the introduction of competing solutions, discount pricing and other strategies that may be implemented by its competitors;
its ability to execute on its growth strategy and operating plans;
a decline in its customers’ level of satisfaction with its solution and customers’ usage of its solution;
changes in its relationships with third parties, including its partners, software developers, and others;
the timeliness and success of its solutions;
the frequency and severity of any system outages;
the pace of technological change; and

its focus on long-term value over short-term results, meaning that it may make strategic decisions that may not maximize its short-term revenue or profitability if its believes that the decisions are consistent with its mission and will improve its financial performance over the long-term.

Ability to Manage Growth Effectively

Jasper has experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on its management and its operational and financial resources. Jasper has also experienced significant growth in the number of customers and in the amount of data that its SaaS hosting infrastructure supports. Finally, Jasper’s organizational structure is becoming more complex as it improves its operational, financial and management controls as well as its reporting systems and procedures. Jasper will require capital expenditures and the allocation of valuable management resources to grow and change in these areas without undermining its culture of rapid innovation, teamwork and attention to customer success, which has been central to its growth so far. If Jasper fails to manage its anticipated growth and change in a manner that preserves the key aspects of its corporate culture, the quality of its solution may suffer, which could negatively affect its brand and reputation and harm its ability to retain and attract customers and employees.

Jasper’s expansion has placed, and its expected future growth will continue to place, a significant strain on its managerial, customer operations, research and development, marketing and sales, administrative, financial and other resources. If Jasper is unable to manage its continued growth successfully, its business and results of operations could suffer.

In addition, as Jasper expands its business, it is important that it continue to maintain a high level of customer service and satisfaction. As Jasper’s customer base continues to grow, Jasper will need to expand its account management, customer service and other personnel, and channel partners, to provide personalized account management and customer service. If Jasper is not able to continue to provide high levels of customer service, its reputation, as well as its business, results of operations and financial condition, could be harmed.

Competition

The eCommerce market and the market for online marketplaces is intensely competitive and characterized by rapid changes in technology, shifting user needs and frequent introductions of new services and offerings. It is expected that competition will continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic advantages. If the Resulting Issuer is unable to anticipate or react to these competitive challenges, its competitive position could weaken, or fail to improve, and it could experience growth stagnation that could adversely affect its business, financial condition and results of operations.

Our main competitors include Salsify, InRiver, Akeneo, PimCore, and SalesLayer.

Certain of these competitors have greater financial, technical, marketing, research and development, manufacturing and other resources, greater name recognition, longer operating histories or a larger user base than Jasper does. They may be able to devote greater resources to the development, promotion and sale of offerings and offer a more desirable product, which could adversely affect results of operations. Further, they may have greater resources to deploy towards the research, development and commercialization of new technologies, or they may have other financial, technical or resource advantages. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings.

If the Resulting Issuer is unable to compete successfully, its business, financial condition and results of operations could be adversely affected.

Dependence on Key Management Personnel

Jasper’s success depends largely upon the continued services of its executive officers and other key employees, namely its Chief Executive Officer, Jon Marsella, its Chief Financial Officer, Mike Hodes and its Chief

Technology Officer and Chief Operations Officer, Sean Coutts. Jasper relies on its leadership team in all areas of its business, including the areas of research and development, operations, marketing, sales, customer support, security, general and administrative functions, and on individual contributors in its research and development and operations. From time to time, there may be changes in Jasper’s executive management team resulting from the hiring or departure of executives, which could disrupt its business. Jasper does not have employment agreements with its executive officers or other key personnel that require them to continue to work for Jasper for any specified period and, therefore, they could terminate their employment with Jasper at any time. The loss of one or more of Jasper’s executive officers or key employees could harm Jasper’s business. Changes in Jasper’s executive management team may also cause disruptions in, and harm to, its business.

In addition, to execute Jasper’s growth plan, Jasper must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for software engineers experienced in designing and developing software and SaaS applications and experienced sales professionals. Jasper has, from time to time experienced, and expects to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which Jasper competes for experienced personnel have greater resources than Jasper. If Jasper hires employees from competitors or other companies, their former employers may attempt to assert that these employees or Jasper has breached their legal obligations, resulting in a diversion of Jasper’s time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Jasper’s equity awards declines, it may harm Jasper’s ability to recruit and retain highly skilled employees. If Jasper fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could be harmed.

Limited Experience Operating a Public Company

Most members of Jasper’s management team have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Jasper’s management team may not successfully or efficiently manage Jasper’s transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Jasper’s senior management and could divert their attention away from the day-to-day management of Jasper’s business, which could harm its business, results of operations and financial condition.

Ability to Attract New Customers, Increase Revenue from Existing Customers or Develop Enhancements to Jasper’s Solution

To increase its revenue and achieve and maintain profitability, Jasper must add new customers or increase revenue from its existing customers. Numerous factors, however, may impede its ability to add new customers and increase revenue from its existing customers, including Jasper’s inability to convert new organizations into paying customers, failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate Jasper’s current sales and marketing personnel, failure to develop or expand relationships with channel partners, failure to successfully deploy products for new customers and provide quality customer support once deployed or failure to ensure the effectiveness of its marketing programs. In addition, if prospective customers do not perceive Jasper’s solution to be of sufficiently high value and quality, Jasper will not be able to attract the number and types of new customers that it is seeking.

In addition, Jasper’s ability to attract new customers and increase revenue from existing customers depends in large part on its ability to enhance and improve its existing products and to introduce compelling new products that reflect the changing nature of its markets. The success of any enhancement to its products depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies and its solution and overall market acceptance. If Jasper is unable to successfully develop new products, enhance its existing products to meet customer requirements, or otherwise gain market acceptance, its business, results of operations and financial condition would be harmed.

Risk of interruptions or performance problems associated with Jasper’s technology or infrastructure

Jasper’s continued growth depends, in part, on the ability of its existing and potential customers to access its solution 24 hours a day, seven days a week, without interruption or degradation of performance. Jasper may experience disruptions, data loss, outages and other performance problems with its infrastructure due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial-of-service attacks or other security-related incidents. In some instances, Jasper may not be able to identify the cause or causes of these performance problems immediately or in short order. Jasper may not be able to maintain the level of service uptime and performance required by its customers, especially during peak usage times and as its customer base expands, its products become more complex and its user traffic increases. If Jasper’s solution is unavailable or if Jasper’s customers are unable to access its products or deploy them within a reasonable amount of time, or at all, Jasper’s business would be harmed. Since Jasper’s customers rely on its service to operate their eCommerce marketplace, any outage on Jasper’s solution would impair the ability of its customers to operate their eCommerce marketplace, which would negatively impact Jasper’s brand, reputation and customer satisfaction. Moreover, Jasper depends on services from various third parties to maintain its infrastructure and distribute its products via the Internet. Any disruptions in these services, including as a result of actions outside of its control, would significantly impact the continued performance of its products. In the future, these services may not be available to Jasper on commercially reasonable terms, or at all. Any loss of the right to use any of these services could result in decreased functionality of Jasper’s products until equivalent technology is either developed by Jasper or, if available from another provider, is identified, obtained and integrated into Jasper’s infrastructure. If Jasper does not accurately predict its infrastructure capacity requirements, its customers could experience service shortfalls. Jasper may also be unable to effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology.

Any of the above circumstances or events may harm Jasper’s reputation, cause customers to terminate their agreements with it, impair its ability to obtain subscription renewals from existing customers, impair its ability to grow its customer base, and otherwise harm its business, results of operations and financial condition.

Risk of Network or Data Security Incidents

Increasingly, companies are subject to a wide variety of attacks on their networks and systems on an ongoing basis. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), employee theft or misuse, and denial- of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). Despite significant efforts to create security barriers to such threats, it is virtually impossible for Jasper to entirely mitigate these risks. The security measures Jasper has integrated into its internal networks and solution, which are designed to detect unauthorized activity and prevent or minimize security breaches, may not function as expected or may not be sufficient to protect its internal networks and solution against certain attacks. In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently and generally are not recognized until launched against a target. As a result, Jasper may be unable to anticipate these techniques or implement adequate preventative measures to prevent an electronic intrusion into its networks.

If a breach of customer data security were to occur, as a result of third-party action, employee error, malfeasance or otherwise, and the confidentiality, integrity or availability of its customers’ data was disrupted, Jasper could incur significant liability to its customers and to individuals or businesses whose information was being stored by its customers, and its solution may be perceived as less desirable, which could negatively affect its business and damage its reputation. In addition, a network or security breach could result in the loss of customers and make it more challenging to acquire new customers. Because techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and generally are not recognized until launched against a target, Jasper may be unable to anticipate these techniques or to implement adequate preventive measures. In addition, security breaches impacting Jasper’s solution could result in a risk of loss or unauthorized disclosure of this information, which, in turn, could lead to litigation, governmental audits and investigations and possible liability, damage Jasper’s relationships with its existing customers, and have a negative impact on its ability to attract and retain new customers.

These breaches, or any perceived breach, of Jasper’s networks, its customers’ networks, or other networks, whether or not any such breach is due to a vulnerability in Jasper’s solution, may also undermine confidence in its

solution and result in damage to its reputation, negative publicity, loss of customers and sales, increased costs to remedy any problem, and costly litigation. Third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information or otherwise compromise the security of Jasper’s internal networks, electronic systems and/or physical facilities in order to gain access to its data or its customers’ data, which could result in significant legal and financial exposure, a loss of confidence in the security of its solution, interruptions or malfunctions in its operations, and, ultimately, harm to its future business prospects and revenue. Jasper may be required to expend significant capital and financial resources to protect against such threats or to alleviate problems caused by breaches in security.

Customer Support Standards

Once Jasper’s solution is deployed to its customers, Jasper’s enterprise customers rely on its support services to resolve certain issues. High-quality customer education and customer support is important for the successful marketing and sale of Jasper’s products and for the renewal of existing enterprise customers. The importance of highquality customer support will increase as Jasper expands its business and pursues new organizations. If Jasper does not help its enterprise customers quickly resolve post-deployment issues and provide effective ongoing enterprise customer support, its ability to upsell additional products to existing customers would suffer and its reputation with existing or potential customers would be harmed.

Development of strategic relationships with third parties.

To grow its business, Jasper anticipates that it will continue to depend on relationships with third parties, such as distribution partners such as Shopify, BigCommerce and Magento. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Jasper’s competitors may be effective in providing incentives to third parties to favor their products or services over subscriptions to its PIM solution. In addition, acquisitions of Jasper’s partners by its competitors could result in a decrease in the number of its current and potential customers, as its partners may no longer facilitate the adoption of its applications by potential customers. If Jasper is unsuccessful in establishing or maintaining its relationships with third parties, its ability to compete in the marketplace or to grow its revenue could be impaired, and its results of operations may suffer. Even if Jasper is successful, Jasper cannot provide assurance that these relationships will result in increased customer usage of Jasper’s solution or increased revenue.

Revenue Recognition Policies.

Jasper recognizes recurring subscriptions revenue and, if any, related support services revenue monthly over the term of the relevant period. As a result, much of the revenue Jasper reports each quarter is the recognition of deferred revenue from recurring subscriptions and related support services contracts, if any, entered into during previous quarters. Consequently, a decline in new or renewed recurring subscriptions and software-related support service contracts, if any, in any one quarter will not be fully reflected in revenue in that quarter, but will negatively affect Jasper’s revenue in future quarters. Accordingly, the effect of significant downturns in new or renewed sales of Jasper’s recurring subscriptions and software-related support services are not reflected in full in its results of operations until future periods. Revenue from Jasper’s recurring subscriptions and software-related support services also makes it difficult for Jasper to rapidly increase its revenue through additional service sales in any period, as revenue from new and renewal software-related service contracts must be recognized over the applicable service period.

Rapid Technological Change

The industry in which Jasper competes is characterized by rapid technological change, frequent introductions of new products and evolving industry standards. Jasper’s ability to attract new customers and increase revenue from existing customers will depend in significant part on its ability to anticipate industry standards and trends and continue to enhance existing products or introduce or acquire new products on a timely basis to keep pace with technological developments. The success of any enhancement or new product depends on several factors, including the timely completion and market acceptance of the enhancement or new product. Any new product Jasper develops or acquires might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of Jasper’s competitors implements new technologies before Jasper

is able to implement them, those competitors may be able to provide more effective products than Jasper at lower prices. Any delay or failure in the introduction of new or enhanced products could harm Jasper’s business, results of operations and financial condition.

Ability to Integrate Jasper’s Solutions with Other Operating Systems and Software Applications

Jasper’s products interoperate with servers, mobile devices and software applications predominantly through the use of protocols, many of which are created and maintained by third parties. Jasper therefore depends on the interoperability of its products with such third-party services, mobile devices and mobile operating systems, as well as cloud-enabled hardware, software, networking, browsers, database technologies and protocols that Jasper does not control. Any changes in such technologies that degrade the functionality of Jasper’s products or give preferential treatment to competitive services could adversely affect adoption and usage of its solution. Also, Jasper may not be successful in developing products that operate effectively with a range of operating systems, networks, devices, browsers, protocols and standards. In addition, Jasper may face different fraud, security and regulatory risks from transactions sent from mobile devices than Jasper does from personal computers. If Jasper is unable to effectively anticipate and manage these risks, or if it is difficult for its customers to access and use its solution, its business, results of operations and financial condition may be harmed.

Ability to Develop and Expand Jasper’s Marketing and Sales Capabilities

Jasper’s ability to increase its customer base and achieve broader market acceptance of its products will depend to a significant extent on its ability to expand its marketing and sales operations. Jasper plans to continue expanding its direct sales force and engaging additional channel partners, both domestically and internationally. This expansion will require Jasper to invest significant financial and other resources. Jasper’s business will be harmed if its efforts do not generate a corresponding increase in revenue. Jasper may not achieve anticipated revenue growth from expanding its direct sales force if Jasper is unable to hire and develop talented direct sales personnel, if its new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time or if Jasper is unable to retain its existing direct sales personnel. Jasper also may not achieve anticipated revenue growth from its channel partners if Jasper is unable to attract and retain additional motivated channel partners, if any existing or future channel partners fail to successfully market, resell, implement or support its products for their customers, or if they represent multiple providers and devote greater resources to market, resell, implement and support the products and solutions of these other providers.

Ongoing Product Development

To remain competitive, Jasper must continue to develop enhancements to its existing solution. This is particularly true as Jasper further expand and diversify its capabilities. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. If Jasper is unable to develop products internally due to certain constraints, such as high employee turnover, lack of management ability or a lack of other research and development resources, this may force Jasper to expand into a certain market or strategy via an acquisition for which Jasper could potentially pay too much or fail to successfully integrate into its operations. Further, many of Jasper’s competitors expend a considerably greater amount of funds on their respective research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to its competitors’ research and development programs. Jasper’s failure to maintain adequate research and development resources or to compete effectively with the research and development programs of its competitors would give an advantage to such competitors and may harm its business, results of operations and financial condition.

Scalability of Systems and Infrastructure

Jasper’s success depends, in part, on its ability to maintain the integrity of its systems and infrastructure, including websites, information and related systems. System interruption and a lack of integration and redundancy in Jasper’s information systems and infrastructure may adversely affect its ability to operate its solution, respond to customer inquiries and generally maintain cost-efficient operations. Jasper may experience occasional system interruptions that make some or all systems or data unavailable or prevent Jasper from efficiently providing access to its solution. Jasper also relies on third-party computer systems, broadband and other communications systems and

service providers in connection with providing access to its solution generally. Any interruptions, outages or delays in Jasper’s systems and infrastructure, its business and/or third parties, or deterioration in the performance of these systems and infrastructure, could impair its ability to provide access to its solution. Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, other natural disasters, acts of war or terrorism and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructure at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent Jasper from providing access to its solution. While Jasper has backup systems for certain aspects of its operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, Jasper may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these events were to occur, it could harm Jasper’s business, results of operations and financial condition.

Intellectual Property

The ownership and protection of trademarks, patents, trade secrets and other intellectual property rights brought in from the acquisition of Jasper are significant aspects of the Resulting Issuer’s future success. Unauthorized parties may attempt to replicate or otherwise obtain and use the Resulting Issuer’s products and technology. Policing the unauthorized use of the Resulting Issuer’s current or future trademarks, patents, trade secrets or intellectual property rights could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others. Identifying unauthorized use of intellectual property rights is difficult as the Resulting Issuer may be unable to effectively monitor and evaluate its competitors platforms and the processes used to develop such platforms. In addition, in any infringement proceeding, some or all of the trademarks, patents or other intellectual property rights or other proprietary know-how, or arrangements or agreements seeking to protect the same may be found invalid, unenforceable, anti-competitive or not infringed. An adverse result in any litigation or defense proceedings could put one or more of the trademarks, patents or other intellectual property rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications at risk of not being issued. Any or all of these events could materially and adversely affect the business, financial condition and results of operations of the Resulting Issuer.

In addition, other parties may claim that the Resulting Issuer’s products infringe on their proprietary and perhaps patent protected rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, legal fees, result in injunctions, temporary restraining orders and/or require the payment of damages. As well, the Resulting issuer may need to obtain licences from third parties who allege that the Resulting Issuer has infringed on their lawful rights. However, such licences may not be available on terms acceptable to the Resulting Issuer or at all. In addition, the Resulting Issuer may not be able to obtain or utilize on terms that are favorable to it, or at all, licences or other rights with respect to intellectual property that it does not own.

Risks Associated with International Sales and Use of Jasper’s Solution in other Countries

Jasper currently has customers outside of Canada and the United States and intends to continue to market its products and services to customers in other jurisdictions. Jasper’s international sales and the use of its platform in various countries subject Jasper to risks that Jasper does not generally face with respect to domestic sales within North America. These risks include, but are not limited to:

greater difficulty in enforcing contracts, including Jasper’s universal terms of service and other agreements;
lack of familiarity and burdens and complexity involved with complying with multiple, conflicting and changing foreign laws, standards, regulatory requirements, tariffs, export controls and other barriers;
difficulties in ensuring compliance with countries’ multiple, conflicting and changing international trade, customs and sanctions laws;
data privacy laws which may require that customer and customer data be stored and processed in a designated territory;

difficulties in managing systems integrators and technology partners;
differing technology standards;
potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems and restrictions on the repatriation of earnings;
uncertain political and economic climates;
currency exchange rates;
reduced or uncertain protection for intellectual property rights in some countries; and
new and different sources of competition.

These factors may cause Jasper’s international costs of doing business to exceed its comparable domestic costs and may also require significant management attention and financial resources. Any negative impact from Jasper’s international business efforts could adversely affect its business, results of operations and financial condition.

Product Pricing Strategy

Jasper has limited experience determining the optimal prices for its solutions. Further, as competitors introduce new products that compete with Jasper’s products or reduce their prices, Jasper may be unable to attract new customers or retain existing customers based on its historical pricing. As Jasper expands internationally, Jasper also must determine the appropriate price to enable Jasper to compete effectively internationally. In addition, if Jasper’s mix of solutions sold changes, then Jasper may need to, or choose to, revise its pricing. As a result, Jasper may be required or choose to reduce its prices or change its pricing model, which could harm its business, results of operations and financial condition.

Collection of Receivables

Jasper as a variety of length of terms with its customers, some of which are non-cancelable arrangements over the stipulated term. If customers fail to pay Jasper under the terms of its agreements, Jasper may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of its contracts, including litigation. The risk of such negative effects increases with the term length of its customer arrangements. Furthermore, some of Jasper’s customers may seek bankruptcy protection or other similar relief and fail to pay amounts due to Jasper, or pay those amounts more slowly, either of which could adversely affect its business, results of operations and financial condition.

Changes in Laws, Regulations and Guidelines

The Resulting Issuer will be subject to a wide variety of laws in Canada and other jurisdictions in which it operates. Laws, regulations and standards governing issues such as product liability, subscription services, intellectual property, consumer protection, taxation, privacy, data security, competition, terms of service, mobile application accessibility, money transmittal and background checks are often complex and subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, provincial, state and local administrative agencies.

The eCommerce industry is relatively nascent and rapidly evolving. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented and interpreted in response to industry and related technologies. As the Resulting Issuer expands its business into new markets or introduces new offerings into existing markets, regulatory bodies or courts may claim that the Resulting Issuer or users of its technology are subject to additional requirements, or that the Resulting Issuer is prohibited from conducting business in certain jurisdictions,

or that users of its technology are prohibited from using the technology, either generally or with respect to certain offerings.

Recent financial, political and other events may increase the level of regulatory scrutiny on technology companies. Regulatory bodies may enact new laws or promulgate new regulations that are adverse to the Resulting Issuer’s business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to the Resulting Issuer’s business. Such regulatory scrutiny or action may create different or conflicting obligations on us from one jurisdiction to another.

Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or varying interpretations of current accounting pronouncements or taxation practice could harm the Resulting Issuer’s results of operations or the manner in which the Resulting Issuer conducts its business. Further, such changes could potentially affect the Resulting Issuer’s reporting of transactions completed before such changes are effective.

Any of the foregoing risks could harm the Resulting Issuer’s business, financial condition and results of operations.

Use of Open Source Software

Jasper uses open source software in its products and may use more open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. However, the terms of many open source licenses have not been interpreted by Canadian or U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on Jasper’s ability to commercialize its products. As a result, Jasper could be subject to lawsuits by parties claiming ownership of what Jasper believes to be open source software. Litigation could be costly for Jasper to defend, have a negative effect on its results of operations and financial condition or require Jasper to devote additional research and development resources to change its products. In addition, if Jasper was to combine its proprietary software products with open source software in a certain manner, Jasper could, under certain of the open source licenses, be required to release the source code of its proprietary software to the public. This would allow its competitors to create similar products with less development effort and time. If Jasper inappropriately use open source software, or if the license terms for open source software that Jasper uses change, Jasper may be required to re-engineer its products, incur additional costs, discontinue the sale of some or all of its products or take other remedial actions.

In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or assurance of title or controls on origin of the software. In addition, many of the risks associated with usage of open source software, such as the lack of warranties or assurances of title, cannot be eliminated, and could, if not properly addressed, negatively affect Jasper’s business. Jasper has established processes to help alleviate these risks, including a review process for screening for the use of open source software, but Jasper cannot be sure that all of its use of open source software is in a manner that is consistent with its current policies and procedures, or will not subject Jasper to liability.

Estimates or Judgments Relating to Critical Accounting Policies

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in Jasper’s financial statements and accompanying notes. Jasper bases its estimates on historical experience and on various other assumptions that Jasper believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources.

Significant assumptions and estimates used in preparing its financial statements include those related to revenue recognition, capitalized internal-use software costs, income taxes, other non-income taxes, business combination and valuation of goodwill and purchased intangible assets and share-based compensation. Jasper’s results of operations may be adversely affected if its assumptions change or if actual circumstances differ from those in its

assumptions, which could cause its results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of the Resulting Issuer Shares.

Foreign Currency Risk

Jasper’s revenue may be denominated in U.S. dollars or other currencies, but most operating expenses are expected to be incurred in Canadian dollars. As a result, the results of operations of Jasper will be adversely impacted by an increase in the value of the Canadian dollar relative to the U.S. dollar or other currencies in which revenue is received. Jasper does not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.

Risk of Identification and Integration of Acquisitions, Strategic Investments, Partnerships or Alliances

Jasper may in the future seek to acquire or invest in, businesses, products or technologies that Jasper believes could complement or expand its current products, enhance its technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause Jasper to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. In addition, Jasper has limited experience in acquiring other businesses. If Jasper acquires additional businesses, Jasper may not be able to integrate successfully the acquired personnel, operations and technologies, or effectively manage the combined business following the acquisition.

Jasper may not be able to find and identify desirable acquisition targets or Jasper may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm its results of operations. In addition, if an acquired business fails to meet Jasper’s expectations, its business, results of operations and financial condition may suffer.

Licences and Permits

The operations of the Resulting Issuer in the future may require licences and permits from various Governmental Authorities. The Resulting Issuer currently has all permits and licences that it believes are necessary to carry on its current business operation with the intention of obtaining additional licences and permits for additional operations as they are required. The Resulting Issuer will require additional licences or permits in the future to achieve its intended operations and there can be no assurance that the Resulting Issuer will be able to obtain all such additional licences and permits. In addition, there can be no assurance that any existing licence or permit will be renewable if and when required or that such existing licences and permits will not be revoked.

Conflicts of Interest

The Resulting Issuer may be subject to various potential conflicts of interest because of the fact that some of its officers, directors and consultants may be engaged in a range of business activities. The Resulting Issuer’s executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Resulting Issuer. In some cases, the Resulting Issuer’s executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Resulting Issuer’s business and affairs and that could adversely affect the Resulting Issuer’s operations. These business interests could require significant time and attention of the Resulting Issuer’s executive officers, directors and consultants.

In addition, the Resulting Issuer may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which the Resulting Issuer may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Resulting Issuer. In addition, from time to time, these persons may be competing with the Resulting Issuer for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Resulting Issuer’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with

applicable laws, the directors of the Resulting Issuer are required to act honestly, in good faith and in the best interests of the Resulting Issuer.

Fraudulent or Illegal Activity by Employees, Contractors and Consultants

The Resulting Issuer may be exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Resulting Issuer that violates: (a) government regulations; (b) manufacturing standards; (c) abuse of laws and regulations; or (d) laws that require the true, complete and accurate reporting of financial information or data. It may not always be possible for the Resulting Issuer to identify and deter such misconduct by its employees and other third parties, and the precautions taken by the Resulting Issuer to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Resulting Issuer from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Resulting Issuer, and it is not successful in defending itself or asserting its rights, such actions could have a significant impact on the Resulting Issuer’s business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of Resulting Issuer’s operations, any of which could have a Material Adverse Effect on the Resulting Issuer’s business, financial condition, results of operations or prospects.

Internal Controls

Jasper is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed by Jasper in the reports that Jasper will file with the applicable securities regulators and stock exchanges is recorded, processed, summarized, and reported within the time periods specified in the applicable rules and forms and that information required to be disclosed in reports is accumulated and communicated to its principal executive and financial officers. Jasper is also continuing to improve its internal control over financial reporting. In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Jasper has expended, and it is anticipated that Jasper will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, Jasper may experience material weaknesses in its controls.

Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm Jasper s results of operations or cause Jasper to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in its reported financial and other information, which would likely have a negative effect on the trading price of its common stock. Jasper is not currently required to make a formal assessment of the effectiveness of its internal control over financial reporting under applicable Canadian securities laws. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm Jasper’s business and results of operations and could cause a decline in the price of its common stock.

General Economic and Other Risks

The Resulting Issuer’s operations could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the Resulting Issuer’s sales and profitability.

Furthermore, natural disasters or other catastrophic events may cause damage or disruption to the Resulting Issuer’s operations, international commerce and the global economy, and thus could harm its business. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, the Resulting Issuer may be unable to continue its operations and may endure system interruptions, reputational harm, delays in its application development, lengthy interruptions in its products, breaches of data security and loss of critical data, all of which could harm its business, results of operations and financial

condition. In addition, the insurance the Resulting Issuer maintains may not be adequate to cover its losses resulting from disasters or other business interruptions.

Any investor should further consider, among other factors, the Resulting Issuer’s prospects for success in light of the risks and uncertainties encountered by companies that, like the Resulting Issuer, are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of the Resulting Issuer’s business. The Resulting Issuer may not successfully address these risks and uncertainties or successfully implement its operating strategies. If the Resulting Issuer fails to do so, it could materially harm the Resulting Issuer’s business to the point of having to cease operations and could impair the value of the Resulting Issuer’s securities.

Liquidity and Additional Financing

There is no guarantee that the Resulting Issuer will be able to achieve its business objectives. The continued development of the Resulting Issuer may require additional financing should operating income be insufficient to fund such continued development. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or the Resulting Issuer going out of business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Resulting Issuer. If additional funds are raised through issuances of equity or equity-based instruments (such as convertible debt securities), existing shareholders could suffer significant dilution. In addition, from time to time, the Resulting Issuer may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Resulting Issuer’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Resulting Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Resulting Issuer may require additional financing to fund its operations to the point where it is generating positive cash flows. Negative cash flow may restrict the Resulting Issuer’s ability to pursue its business objectives.

Difficulty to Forecast

The Resulting Issuer will need to rely largely on its own market research to forecast industry statistics as detailed forecasts are not generally obtainable, if obtainable at all, from other sources. Failure in the demand for the Resulting Issuer’s product as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a Material Adverse Effect on the business, results of operations and financial condition of the Resulting Issuer.

Anti-Money Laundering Laws and Regulation Risks

The Resulting Issuer is subject to a variety of laws and regulations domestically and internationally that involve money laundering, financial recordkeeping and proceeds of crime, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued, administered or enforced by Governmental Authorities internationally.

In the event that any of the Resulting Issuer’s proceeds, any dividends or distributions therefrom, or any profits or revenues accruing from operations were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Resulting Issuer to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.

Credit and Liquidity Risk

The Resulting Issuer will be exposed to counterparty risks and liquidity risks including, but not limited to: (a) through suppliers of the Resulting Issuer which may experience financial, operational or other difficulties, including insolvency, which could limit or suspend those suppliers’ ability to perform their obligations under

agreements with the Resulting Issuer; (b) through financial institutions that may hold the Resulting Issuer’s cash and cash equivalents; (c) through entities that will have payables to the Resulting Issuer; (d) through the Resulting Issuer’s insurance providers; and (e) through the Resulting Issuer’s lenders, if any. The Resulting Issuer will also be exposed to liquidity risks in meeting its operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of the Resulting Issuer to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to the Resulting Issuer. If these risks materialize, the Resulting Issuer’s operations could be adversely impacted and the price of the Resulting Issuer Shares could be adversely affected.

Litigation

The Resulting Issuer may from time to time be involved in various claims, legal proceedings and disputes arising in the ordinary course of business. If the Resulting Issuer is unable to resolve these disputes favourably, it may have a Material Adverse Effect on the Resulting Issuer. Even if the Resulting Issuer is involved in litigation and wins, litigation can redirect significant Resulting Issuer resources. Litigation may also create a negative perception of the Resulting Issuer. Securities litigation could result in substantial costs and damages and divert the Resulting Issuer’s management’s attention and resources. Any decision resulting from any such litigation that is adverse to the Resulting Issuer could have a negative impact on the Resulting Issuer’s financial position.

Brand Development

The Resulting Issuer’s reputation, brand and the network effects among users of its solutions are critical to the Resulting Issuer’s success, and if the Resulting Issuer is not able to continue developing its reputation, brand and network effects, its business, financial condition and results of operations could be adversely affected.

Building a strong reputation and brand as a reliable, affordable and efficient solutions provider will be critical to the ability to attract and retain new users. The successful development of such reputation, brand and network effects will depend on a number of factors, many of which are outside the Resulting Issuer’s control. Negative perception of the Resulting Issuer or its products may harm its reputation, brand and networks effects.

If the Resulting Issuer does not successfully develop its brand and reputation and successfully differentiate its offerings from competitive offerings, the business may not grow, the Resulting Issuer may not be able to compete effectively and may lose or fail to attract users, any of which could adversely affect the business, financial condition and results of operations.

Dependence on Suppliers and Skilled Labour

The ability of the Resulting Issuer to compete and grow will be dependent upon having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that the Resulting Issuer will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of the major capital expenditure programs may be significantly greater than anticipated or available, in which circumstance there could be a materially adverse effect on the financial results of the Resulting Issuer.

Risks Associated with the Qualifying Transaction

There can be no certainty that the Qualifying Transaction will be completed

Completion of the Qualifying Transaction is subject to a number of conditions, certain of which may be outside the control of both SaaSquatch and Jasper. There can be no assurance, nor can SaaSquatch or Jasper provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied or that the Qualifying Transaction will be completed as currently contemplated or at all. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a Material Adverse Effect on the business and affairs of the Resulting Issuer or the trading price of the Resulting Issuer Shares.

If the Qualifying Transaction is not completed, the market price of the SaaSquatch Shares may decline to the extent that the current market price reflects a market assumption that the Qualifying Transaction will be completed. In addition, SaaSquatch and Jasper will each remain liable for significant consulting, accounting and legal costs relating to the Qualifying Transaction and will not realize anticipated benefits of the Qualifying Transaction. If the Qualifying Transaction is not completed and the SaaSquatch Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party that will agree to equivalent or more attractive terms than those of the Business Combination Agreement.

There is currently no market through which the Jasper Shares may be sold and there is no assurance that the Jasper Shares will be admitted to a listing or qualified for distribution in Canada or any other jurisdiction in the event that the Qualifying Transaction is not completed.

Possible termination of the Business Combination Agreement

Each of SaaSquatch and Jasper has the right to terminate the Business Combination Agreement in certain circumstances. Accordingly, there is no certainty, nor can the parties provide any assurance, that the Business Combination Agreement will not be terminated by either SaaSquatch or Jasper before the completion of the Qualifying Transaction.

Certain costs related to the Qualifying Transaction, such as legal, accounting and certain financial advisor fees must be paid by SaaSquatch and Jasper even if the Qualifying Transaction is not completed.

The Pending Qualifying Transaction May Divert the Attention of SaaSquatch’s and Jasper’s Management

The pendency of the Qualifying Transaction could cause the attention of SaaSquatch’s and Jasper’s management to be diverted from the day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Qualifying Transaction and could have an adverse effect on the business, operating results or prospects of SaaSquatch or Jasper regardless of whether the Qualifying Transaction is ultimately completed, or of the Resulting Issuer if the Qualifying Transaction is completed.

While the Qualifying Transaction is Pending, SaaSquatch and Jasper are Restricted from Taking Certain Actions

The Business Combination Agreement restricts SaaSquatch and Jasper from taking specified actions until the Qualifying Transaction is completed without the consent of the other party which may adversely affect the ability of each to execute certain business strategies, including, but not limited to, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. These restrictions may prevent SaaSquatch and Jasper from pursing attractive business opportunities that may arise prior to the completion of the Qualifying Transaction.

Risks Associated with Ownership of Resulting Issuer Shares

Following the completion of the Qualifying Transaction, the Resulting Issuer may issue additional equity securities

Following the completion of the Qualifying Transaction, the Resulting Issuer may issue equity securities to finance its activities. If the Resulting Issuer were to issue additional equity securities, the ownership interest of existing Resulting Issuer shareholders may be diluted and some or all of the Resulting Issuer’s financial measures on a per share basis could be reduced. Moreover, as the Resulting Issuer’s intention to issue additional equity securities becomes publicly known, the Resulting Issuer’s share price may be materially adversely affected.

No Prior Public Market

Prior to the listing of the Resulting Issuer Shares on the TSXV following the completion of the Qualifying Transaction, there will not have been a public market for Jasper Shares or the Resulting Issuer Shares. Upon completion of the Qualifying Transaction and provided that the Resulting Issuer satisfies the TSXV’s listing conditions, the Resulting Issuer’s Shares will be listed on the TSXV, however, there can be no assurance that an active

and liquid market for the Resulting Issuer Shares will develop or be maintained. If an active public market does not develop or is not maintained, shareholders of the Resulting Issuer may have difficulty selling the Resulting Issuer Shares that such shareholders will acquire as a result of the Qualifying Transaction. The offering price for the Offering was determined by negotiation between Jasper and the Agent based on several factors and may bear no relationship to the price at which the Resulting Issuer Shares will trade in the public market subsequent to the Qualifying Transaction. The market price of the Resulting Issuer Shares may materially decline below the offering price of the Offering.

Potential Volatility of Share Price

The market price for Resulting Issuer Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Resulting Issuer’s control, including, but not limited to, the following: (i) actual or anticipated fluctuations in the Resulting Issuer’s quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to the Resulting Issuer; (iv) addition or departure of the Resulting Issuer’s executive officers and other key personnel; (v) sales or anticipated sales of additional Resulting Issuer Shares; (vi) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Resulting Issuer or its competitors; and (vii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Resulting Issuer’s industry or target markets. Financial markets. Accordingly, the market price of the Resulting Issuer Shares may decline even if the Resulting Issuer’s operating results, underlying asset values or prospects improve or have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, the trading price of the Resulting Issuer Shares may be materially adversely affected.

Additional Regulatory Burden

Prior to the completion of the Qualifying Transaction, Jasper has not been subject to the continuous and timely disclosure requirements of Canadian securities laws or other rules, regulations and policies of the TSXV or other stock exchange. Jasper is working with its legal, accounting and financial advisors to identify those areas in which changes should be made to Jasper’s financial management control systems to manage its obligations as a public company. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. Jasper has made, and will continue to make, changes in these and other areas, including Jasper’s internal controls over financial reporting. However, there is no assurance that these and other measures that it may take will be sufficient to allow the Resulting Issuer to satisfy its obligations as a public company on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies will create additional costs for the Resulting Issuer and will require the time and attention of management. Jasper cannot predict the amount of the additional costs that the Resulting Issuer may incur, the timing of such costs or the impact that management’s attention to these matters will have on the Resulting Issuer’s business.

Dividend Policy

The declaration, timing, amount and payment of dividends are at the discretion of the Resulting Issuer’s board of directors and will depend upon the Resulting Issuer’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. The Resulting Issuer has no earnings or dividend record, and does not anticipate paying any dividends on the Resulting Issuer Shares in the foreseeable future. Dividends paid by the Resulting Issuer would be subject to tax and, potentially, withholdings. There can be no assurance that the Resulting Issuer will declare a dividend on a quarterly, annual or other basis.

Global Financial Condition

Global financial conditions have always been subject to volatility. This volatility may impact the ability of the Resulting Issuer to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Resulting Issuer. Increased levels of volatility and market turmoil can adversely impact the Resulting Issuer’s operations and the value and the price of the Resulting Issuer Shares could be adversely affected.

Future Sales of Resulting Common Shares by Existing Shareholders

Sales of a substantial number of Resulting Issuer Shares in the public market could occur at any time following, or in connection with, the completion of the Qualifying Transaction. These sales, or the market perception that the holders of a large number of Resulting Issuer Shares intend to sell Resulting Issuer Shares, could reduce the market price of the Resulting Issuer Shares. In addition to the escrow conditions imposed by the TSXV on the Resulting Issuer Shares held by certain of the principal shareholders of the Resulting Issuer, those principal shareholders have entered into lock-up agreements in connection with the Offering. Furthermore, the terms of the Qualifying Transaction result in the imposition of restricted periods ranging from four to six months on certain holders of Jasper Shares and SaaSquatch Shares, The provisions of such lock-up agreements may be waived to allow these shareholders to sell their Resulting Issuer Shares at any time. There are no pre-established conditions for the grant of such a waiver, and any decision to waive those conditions would depend on a number of factors, which may include market conditions, the performance of the Resulting Issuer Shares in the market and the Resulting Issuer’s financial condition at that time. If the restrictions in such lock-up agreements are waived, additional Resulting Issuer Shares will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for the Resulting Issuer Shares.

Use of Funds Available to the Resulting Issuer

The Resulting Issuer’s management will have broad discretion in the application of the funds estimated to be available to the Resulting Issuer upon completion of the Qualifying Transaction, including for any of the purposes described in “ Information Concerning the Resulting Issuer – Available Funds and Principal Purposes ”. Accordingly, a holder of Resulting Issuer Shares will have to rely upon the judgment of the Resulting Issuer’s management with respect to the use of the available funds, with only limited information concerning management’s specific intentions. The Resulting Issuer’s management may spend a portion or all of the funds estimated to be available upon completion of the Qualifying Transaction in ways that the Resulting Issuer’s shareholders may not desire, that may not yield a favourable return and that may not increase the value of the Resulting Issuer Shares. The failure by the Resulting Issuer’s management to apply such funds effectively could harm the Resulting Issuer’s business. Pending their use, the Resulting Issuer may invest the funds estimated to be available upon completion of the Qualifying Transaction in a manner that does not produce income or that loses value.

Publication of Inaccurate or Unfavourable Research Reports

Following the listing of the Resulting Issuer Shares, the Resulting Issuer may become subject to the research and reports that securities analysts and other third parties choose to publish about the Resulting Issuer. The Resulting Issuer will not control these analysts or other third parties. The price of the Resulting Issuer Shares could decline if one or more securities analysts downgrade the Resulting Issuer Shares or if one or more securities analysts or other third parties publish inaccurate or unfavourable research about the Resulting Issuer or cease publishing reports about the Resulting Issuer. If one or more analysts cease coverage of the Resulting Issuer or fail to regularly publish reports on the Resulting Issuer, the Resulting Issuer could lose visibility in the financial markets, which in turn could cause the Resulting Issuer’s share price or trading volume to decline.

OTHER MATERIAL FACTS

To management’s knowledge, there are no other material facts about SaaSquatch, Jasper, the Resulting Issuer or the Qualifying Transaction that are not otherwise disclosed in this Filing Statement.

SPONSORSHIP

Sponsorship for the Qualifying Transaction is required by Policy 2.4 of the TSXV Manual unless an exemption from the sponsorship requirement is granted to SaaSquatch by the Exchange. SaaSquatch is exempt from the sponsorship requirement on the basis that Jasper has completed the Offering in connection with the Qualifying Transaction for aggregate gross proceeds of greater than $6,000,000 and the Agent has provided the Exchange with confirmation that it has completed appropriate due diligence on both the Qualifying Transaction and this Filing Statement that is generally in compliance with Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV

Manual. Subject to the satisfaction of certain conditions, the TSXV has granted SaaSquatch a waiver from the sponsorship requirements in respect of the Qualifying Transaction.

INTEREST OF EXPERTS

Interest of Experts

Davidson & Company LLP are the auditors of SaaSquatch and have performed the audit in respect of the audited financial statements of SaaSquatch for the period from the date of incorporation (March 22, 2021) to September 30, 2021. Davidson & Company LLP are independent of SaaSquatch within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

MNP LLP are the auditors of Jasper and have performed an audit in respect of the audited financial statements of Jasper for the financial year ended July 31, 2021. MNP LLP is independent of Jasper within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

No person or company who is named as having prepared or certified a part of the Filing Statement or prepared or certified a report or valuation described or included in the Filing Statement has, or will have, immediately following completion of the Qualifying Transaction, any direct or indirect interest in Jasper, SaaSquatch or the Resulting Issuer.

BOARD APPROVAL

The board of directors of SaaSquatch has approved the contents of this Filing Statement. Where information contained in this Filing Statement rests particularly within the knowledge of a Person other than SaaSquatch, SaaSquatch has relied upon information furnished by such Person. SaaSquatch disclaims any responsibility with respect to the accuracy and adequacy of such information.

SCHEDULE “A” FINANCIAL STATEMENTS OF SAASQUATCH FOR THE PERIOD FROM INCORPORATION TO SEPTEMBER 30, 2021

A-1

SAASQUATCH CAPITAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2021 and the period from incorporation on March 22, 2021 to June 30, 2021

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of SaaSquatch Capital Corp.

Opinion

We have audited the accompanying consolidated financial statements of SaaSquatch Capital Corp. (the “Company”), which comprise the statements of financial position as at September 30, 2021 and June 30, 2021, and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the three months ended September 30, 2021 and the period from incorporation on March 22, 2021 to June 30, 2021, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2021 and June 30, 2021, and its financial performance and its cash flows for the three months ended September 30, 2021 and the period from incorporation on March 22, 2021 to June 30, 2021 in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that as at September 30, 2021, the Company has an accumulated deficit of $119,728. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes 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 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 to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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

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 on the audit resulting in this independent auditor’s report is Dylan Connelly.

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Vancouver, Canada November 19, 2021

Chartered Professional Accountants

SAASQUATCH CAPITAL CORP. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars)

	September 30,	June 30,
	2021	2021
	$	$
Assets
Current assets
Cash	1,098,800	976,886
Prepaid expenses	-	10,000
Deferred financingcosts	-	22,500
Total assets	1,098,800	1,009,386
Liabilities and shareholders’ equity
Current liabilities
Accountspayable and accrued liabilities	78,694	69,136
Total liabilities	78,694	69,136
Shareholders’ equity
Share capital (Note 4)	1,125,834	1,000,000
Reserves (Note 4)	14,000	-
Deficit	(119,728)	(59,750)
Total shareholders’ equity	1,020,106	940,250
Total liabilities and shareholders’ equity	1,098,800	1,009,386

Nature and continuance of operations (Note 1) Subsequent event (Note 9)

Approved on November 19, 2021 on behalf of the Board:

/s/ Warwick Smith Director /s/ Robert C. Hill Director

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

Page 5 of 17

SAASQUATCH CAPITAL CORP. CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in Canadian Dollars)

			For the period from	For the period from
	For the three		incorporation on
	months ended		March 22, 2021 to
	September 30, 2021			June 30, 2021
		$		$
Expenses
Professional fees		48,098		46,636
Filing fees		11,378		12,985
Office and miscellaneous		502		129
Loss and comprehensive loss for the period		(59,978)		(59,750)
Basic and diluted loss per common share	$	(0.00)	$	(0.01)
Weighted average number of common shares
outstanding –
basic and diluted	12,098,901			7,602,041

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

Page 6 of 17

SAASQUATCH CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Canadian Dollars)

	Number				Total
	of				Shareholders’
	Common	Amount	Reserves	Deficit	Equity
	Shares	$	$	$	$
Balance, March 22, 2021 (Incorporation)	-	-	-	-	-
Common shares issued for cash	11,000,000	1,000,000	-	-	1,000,000
Loss for the period	-	-	-	(59,750)	(59,750)
Balance, June 30, 2021	11,000,000	1,000,000	-	(59,750)	940,250
Common shares issued for cash	2,000,000	200,000	-	-	200,000
Share issuance costs - cash	-	(60,166)	-	-	(60,166)
Share issuance costs - agent options	-	(14,000)	14,000	-	-
Loss for theperiod	-	-	-	(59,978)	(59,978)
Balance, September 30, 2021	13,000,000	1,125,834	14,000	(119,728)	1,020,106

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

Page 7 of 17

SAASQUATCH CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars)

		For the period from
	For the three	incorporation on
	months ended	March 22, 2021 to
	September 30, 2021	June 30, 2021
	$	$
OPERATING ACTIVITIES
Loss for the period	(59,978)	(59,750)
Changes in non-cash working capital item:
Prepaid expenses	10,000	(10,000)
Accounts payable and accruedliabilities	32,058	46,636
Cash used in operating activities	(17,920)	(23,114)
FINANCING ACTIVITIES
Proceeds from issuance of common shares	200,000	1,000,000
Shareissuance costs	(60,166)	-
Cash provided by financing activities	139,834	1,000,000
Change in cash during the period	121,914	976,886
Cash, beginning of period	976,886	-
Cash, end ofperiod	1,098,800	976,886

Supplemental non-cash disclosures:
Agent options issued	$14,000	$ -
Deferred financing costs included in accounts payable and accrued liabilities	-	22,500
	-
Supplementary information with respect to cash flows:
Cash paid during the period for interest	-	-
Cash paid during the period for income taxes	-	-

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

Page 8 of 17

SAASQUATCH CAPITAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND THE PERIOD FROM INCORPORATION ON MARCH 22, 2021 TO JUNE 30, 2021 (Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

SaaSquatch Capital Corp. (“SaaSquatch” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on March 22, 2021. The Company is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). On August 11, 2021, the Company completed its initial public offering (“IPO”) of 2,000,000 common shares in the capital of the Company at $0.10 per share for gross proceeds of $200,000 pursuant to a prospectus dated August 3, 2021. The Company’s shares began trading on the Exchange on August 13, 2021 under the symbol “SAAS.P”. Until the completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. On September 28, 2021, the Company incorporated 2869943 Ontario Inc. for the purpose of the transaction with Jasper Interactive Studios Inc. (“Jasper”) (Note 9).

The Company’s head office and registered and records office address is 1500 Royal Centre, 1055 West Georgia Street, PO Box 11117 Vancouver, British Columbia, Canada, V6E 4N7.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. To date, COVID-19 has not had an adverse impact on the Company in its efforts to raise capital. Pandemic-related restrictions on trans-national travel are not expected to adversely impact the Company’s ability to complete a Qualifying Transaction.

These consolidated financial statements (the “financial statements”) are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at September 30, 2021, the Company has an accumulated deficit of $119,728.

The Company’s continuing operations are dependent upon its ability to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in Exchange Policy 2.4. Any acquisition or investment proposed by the Company will be subject to regulatory approval. The inability to achieve these objectives may cast significant doubt about the Company’s ability to continue as a going concern.

2. BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and Interpretations (collectively, “IFRS”), as issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”).

These consolidated financial statements have been prepared on an historical cost basis, except for financial instruments which are classified as fair value through profit or loss (“FVTPL”). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

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

Page 9 of 17

Principles of consolidation

These consolidated financial statements include accounts of the Company and the following subsidiary:

Name of subsidiary	Countryof incorporation	Percentage ownership	Principal activity
2869943 Ontario Inc.	Canada	100%	Dormant(1)

(1) Subsidiary was incorporated for the purpose of the transaction with Jasper (Note 9) and was dormant for the period.

Use of estimates and judgments

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates. The preparation of these consolidated financial statements requires management to make judgments regarding the going concern of the Company, as discussed in Note 1.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Deferred tax assets and liabilities

The measurement of deferred income tax provision is subject to uncertainty associated with the timing of future events and changes in legislation, tax rates and interpretations by tax authorities. The estimation of taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful operations of the Company. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and deferred tax provisions or recoveries could be affected.

Share-based payments

The Company uses the Black-Scholes option pricing model to determine the fair value of options in order to calculate share-based payment expense and the fair value of agent options. The Black-Scholes model involves six key inputs to determine fair value of an option: risk-free interest rate, exercise price, market price at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based payment expense.

Page 10 of 17

3. SIGNIFICANT ACCOUNTING POLICIES

a) Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income or loss or directly in shareholders’ equity, in which case it is recognized in other comprehensive income or loss or shareholders’ equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period applicable to the period of expected realization or settlement. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities on a net basis.

b) Share-based payments

In situations where equity instruments are issued to non-employees and some or all of the services received by the Company as consideration cannot be specifically identified, they are all measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the services received.

The fair value is measured at grant date and each tranche is recognized over the period during which the equity instruments vest. The fair value of the equity instruments granted is measured using the BlackScholes option pricing model considering the terms and conditions upon which the equity instruments were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the number of equity instruments that are expected to vest.

c) Share Capital

Common shares are classified as shareholders’ equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from shareholders’ equity, net of any tax effects. Costs related to shares not yet issued are recorded as deferred financing costs. These costs will be deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued.

Proceeds from the issuance of units are allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to share capital based on the fair value of the common shares and any residual value is allocated to the common share purchase warrants.

Page 11 of 17

d) Loss Per Share

e) Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

f) Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method. Interest expense is recorded in profit or loss.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Page 12 of 17

Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information.

See Note 5 for additional information on the classification of the Company’s financial instruments.

4. SHARE CAPITAL

Authorized:

Unlimited common shares with no par value.

Transactions for the issue of share capital during the period from incorporation on March 22, 2021 to September 30, 2021:

On March 22, 2021, the Company issued upon incorporation and subsequently repurchased one common share at $0.01 per share and issued 2,000,000 common shares at $0.05 per common share, for total proceeds of $100,000.

On April 30, 2021, the Company issued 9,000,000 common shares at $0.10 per common share, for total proceeds of $900,000.

On August 11, 2021, the Company completed its IPO and issued 2,000,000 common shares at $0.10 per common share, for gross proceeds of $200,000. The Company incurred cash share issuance costs of $60,166 in connection with the IPO.

Warrants:

The Company has not issued warrants during the period from incorporation on March 22, 2021 to September 30, 2021.

Escrowed shares:

As at September 30, 2021, 2,000,000 common shares were held in escrow (June 30, 2021 – 2,000,000).

Stock options:

As part of the IPO on August 11, 2021, the Company granted to its agent 200,000 options to acquire the Company’s common shares at a price of $0.10 per common share until August 11, 2026. These options vested immediately. The fair value of these agent options calculated using the Black-Scholes option-pricing model was $14,000. This amount was recorded as part of the share issuance costs and netted against reserves on the statement of financial position. The weighted average fair value of these stock options granted to the agent was $0.07 per option. The risk-free interest rate was 1.73%, with an expected life of 5 years, dividend yield of 0%, and an annualized volatility of 100%.

Page 13 of 17

A summary of the Company’s stock option activity is as follows:

	Number of Stock Options	Weighted Average Exercise
		Price
Balance, as of March 22, 2021	-	$ -
Granted	200,000	$0.10
Balance, September 30, 2021	200,000	$0.10

As at September 30, 2021 outstanding stock options were as follows:

Grant			Number of Stock	Exercise	Expiry	Remaining
Date			Options	Price	Date	Contractual
			Outstanding and			Life (years)
			Exercisable
August	11,	2021	200,000	$0.10	August 11,2026	4.87

5. FINANCIAL INSTRUMENTS

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.

Cash is carried at fair value using Level 1 inputs. The carrying value of accounts payable and accrued liabilities approximates fair value due to its short-term nature.

Financial risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company limits its exposure to credit risk by placing its cash with a major financial institution. The Company’s credit risk with respect to its financial assets is remote.

Interest rate risk

The Company is exposed to interest rate risk to the extent that its cash maintained in a financial institution is subject to a floating rate of interest. The interest rate risk on cash is not considered significant.

Page 14 of 17

Liquidity risk

The Company’s financial liabilities are classified as current and are anticipated to mature within the next twelve months. The Company intends to settle these with funds from its positive working capital position.

Foreign currency risk

Currency risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate due to changes in foreign exchange rates. As at September 30, 2021, the Company did not have any financial instruments denominated in foreign currencies and considers foreign currency risk insignificant.

Price risk

The Company has no exposure to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s profit or loss due to movements in individual equity prices or general movements in the level of the stock market.

6. CAPITAL MANAGEMENT

Capital is comprised of the Company’s shareholders’ equity. As at September 30, 2021, the Company’s shareholders’ equity was $1,020,106 and there was no long-term debt outstanding. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of its underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s approach to capital management during the period ended September 30,2021.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange Policy 2.4. The Company currently is not subject to other externally imposed capital requirements.

7. RELATED PARTY TRANSACTIONS

There were no related party transactions during the period from incorporation on March 22, 2021 to September 30, 2021.

Page 15 of 17

8. INCOME TAXES

The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rates:

	For the three	For the period
	months ended	from
	September 30, 2021	incorporation
		on March 22,
		2021 to June
		30, 2021
	$	$
Loss for the period	(59,978)	(59,750)
Expected income tax recovery at statutory rates	(16,000)	(16,000)
Change in statutory, foreign tax, foreign exchange	(1,000)	-
rates and other
Share issuance costs	(16,000)	-
Change in unrecognized deductible temporary
differences	33,000	16,000
Income tax expense (recovery)	-	-

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statements of financial position are as follows:

	For the three		For the period
	months ended		from incorporation
	September 30,	Expiry Date	on March 22, 2021	Expiry Date
	2021	Range	to June 30, 2021	Range
Temporary Differences
Share issuance costs	$48,000	No expiry	$-	N/A
Non-capital losses		date
available for future periods	132,000		59,750	2041
		2041

Tax attributes are subject to review, and potential adjustment, by tax authorities.

9. SUBSEQUENT EVENT

Proposed Qualifying Transaction

The Company entered into a combination agreement (the “Combination Agreement”) dated October 7, 2021 with Jasper in respect of a proposed business combination (the “Proposed Transaction”). It is anticipated that the proposed business combination will constitute the Company’s “Qualifying Transaction” in accordance with Policy 2.4 – Capital Pool Companies of the Exchange.

Page 16 of 17

Pursuant to the Combination Agreement, the Company will consolidate its common shares on the basis of one new share for two old shares (the “Consolidation”) and the Company will then acquire all of the issued and outstanding Jasper common shares (“Jasper Shares”) in exchange for post-Consolidation SaaSquatch Shares on the basis of 13.94835 post-Consolidation SaaSquatch Shares for each Jasper Share.

Completion of the Proposed Transaction is subject to several conditions, including acceptance by the Exchange. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.

Page 17 of 17

SCHEDULE “B” MANAGEMENT’S DISCUSSION AND ANALYSIS OF SAASQUATCH FOR THE PERIOD FROM INCORPORATION TO SEPTEMBER 30, 2021

B-1

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Dated: November 19, 2021

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

This management’s discussion and analysis (“MD&A”) reports on the consolidated operating results and consolidated financial condition of SaaSquatch Capital Corp. (the “Company” or “SAASQUATCH”) and its subsidiary for the three months ended September 30, 2021 and is prepared as at November 19, 2021. Throughout this MD&A, unless otherwise specified, “SAASQUATCH”, “Company”, “we”, “us” and “our” refer to SaaSquatch Capital Corp. and its subsidiary. This MD&A should be read in conjunction with the audited consolidated financial statements as at and for the three months ended September 30, 2021 and the period from incorporation on March 22, 2021 to June 30, 2021, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) (collectively referred to as the “Financial Statements”). Other information contained in these documents has also been prepared by management and is consistent with the data contained in the Financial Statements. All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A includes "forward‐looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking statements. While these forward‐looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current judgment regarding the direction of our business, actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.

Forward‐looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. These forward‐looking statements include but are not limited to statements concerning:

The Company’s ability to identify, successful negotiate and/or finance an acquisition of a new business opportunity
The Company’s success at completing future financings
The Company’s strategies and objectives
General business and economic conditions
The Company’s ability to meet its financial obligations as they become due
The positive cash flows and financial viability of new business opportunities
The Company’s ability to manage growth with respect to a new business opportunity
The Company’s tax position, anticipated tax refunds and the tax rates applicable to the Company

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Readers are cautioned that the preceding list of risks, uncertainties, assumptions, and other factors are not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by these forward looking statements. Due to the risks, uncertainties, and assumptions inherent in forward‐looking statements, investors in securities of the Company should not place undue reliance on these forward‐looking statements.

CORPORATE OVERVIEW AND OUTLOOK

SAASQUATCH was incorporated on March 22, 2021 under the laws of British Columbia and is classified as a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (“TSX‐V” or “Exchange”) Policy 2.4. The Company’s registered office is located at Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7.

Since incorporation on March 22, 2021, the Company has had no active business operations. As a CPC, the Company’s business objective is to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction (“QT”), as defined in Exchange Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the TSX‐V. The Company has an accumulated deficit of $119,728 as at September 30, 2021. The Company currently has sufficient liquidity to meet its operational requirements for the next fiscal year. However, the Company’s continued operations are dependent upon its ability to identify, evaluate and successfully negotiate an agreement to acquire an interest in a sustainable/viable business operation. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation, and/or will be able to obtain the financing necessary to support a new business acquisition. All the preceding indicates the existence of a material uncertainty that may cast substantial doubt about the Company’s ability to continue as a going concern. The Financial Statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Financial Statements.

The Company completed its IPO on August 11, 2021 (the “IPO”), issuing 2,000,000 common shares in the capital of the Company at a price of $0.10 per common share for gross proceeds of $200,000 pursuant to the final prospectus dated August 3, 2021. Following closing of the IPO, a total of 13,000,000 common shares are issued and outstanding, of which 2,000,000 are currently held in escrow pursuant to the policies of the TSX‐V. The net proceeds of the IPO, together with the proceeds from prior sales of common shares will be used by the Company to identify and evaluate assets or businesses for acquisition with a view to completing a QT under the TSX‐V’s capital pool company program. In connection with the IPO, the Company granted to the agent, options to acquire up to an aggregate of 200,000 common shares at a price of $0.10 per common share until August 11, 2026.

In March 2020, the World Health Organization declared coronavirus COVID‐19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. To date, COVID‐19 has not had an adverse impact on the Company in its efforts to raise capital. Pandemic‐related restrictions on trans‐national travel are not expected to adversely impact the Company’s ability to complete a Qualifying Transaction.

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

SELECTED ANNUAL INFORMATION

The Company was incorporated on March 22, 2021 and has been in existence for less than a fiscal year. Thus, there is no applicable annual information available.

SUMMARY OF QUARTERLY RESULTS

	For the three months ended September 30, 2021	For the period from incorporation on March 22, 2021 to June 30, 2021
Revenue	‐	‐
Loss for theperiod	$(59,978)	$(59,750)
Basic/diluted lossper share	(0.00)	(0.01)

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM INCORPORATION ON MARCH 22, 2021 TO JUNE 30, 2021

Office and miscellaneous expenditures for the three months ended September 30, 2021 were $502, and for the period from incorporation on March 22, 2021 to June 30, 2021 were $129. These charges were incurred for the maintenance of the Company’s bank account and administrative costs.

Professional fees for the three months ended September 30, 2021 were $48,098, and for the period from incorporation on March 22, 2021 to June 30, 2021 were $46,636. These fees were for accounting, audit and legal services.

Filing fees for the three months ended September 30, 2021 were $11,378, and for the period from incorporation on March 22, 2021 to June 30, 2021 were $12,985. These fees include expenses associated with the Company’s prospectus and IPO.

Loss and comprehensive loss for the period as a result of the activities discussed above, the Company experienced a loss and comprehensive loss for the three months ended September 30, 2021 of $59,978, and for the period from incorporation on March 22, 2021 to June 30, 2021 a loss and comprehensive loss of $59,750.

SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Issued and outstanding

As at September 30, 2021 the Company has 13,000,000 common shares issued and outstanding.

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

On March 22, 2021, the Company completed a private placement financing and issued 2,000,000 common shares of the Company at a price of $0.05 per share for total proceeds of $100,000.

On April 30, 2021, the Company completed a private placement financing and issued 9,000,000 common shares of the Company at a price of $0.10 per share for total proceeds of $900,000.

On August 11, 2021, the Company completed its IPO of 2,000,000 common shares at a price of $0.10 per share for gross proceeds of $200,000. The Company incurred cash share issuance costs of $60,166 in connection with the IPO.

connection with the IPO.
	Number of Shares	Amount
		$
Balance, (incorporation)March 22,2021	‐	‐
March 22,2021 – share issuance	2,000,000	100,000
April 30,2021 – share issuance	9,000,000	900,000
August 11,2021 – share issuance	2,000,000	200,000
Share issuance costs – cash	‐	(60,166)
Share issuance costs – agent options	‐	(14,000)
Balance,September 30,2021,and the date of this MD&A	13,000,000	1,125,834

Warrants

The Company has not issued warrants during the period from incorporation on March 22, 2021 to September 30, 2021.

Stock options

As part of the IPO on August 11, 2021, the Company granted to its agent 200,000 options to acquire the Company’s common shares at a price of $0.10 per common share until August 11, 2026. These options vested immediately. The fair value of these agent options calculated using the Black‐Scholes option‐ pricing model was $14,000. This amount was recorded as part of the share issuance costs and netted against reserves on the statement of financial position. The weighted average fair value of these stock options granted to the agent was $0.07 per option. The risk‐free interest rate was 1.73%, with an expected life of 5 years, dividend yield of 0%, and an annualized volatility of 100%.

A summary of the Company’s stock option activity is as follows:

	Number of Stock Options	Weighted Average Exercise Price
Balance,as of March 22,2021	‐	$‐
Granted	200,000	$0.10
Balance, September 30, 2021, and the date of this MD&A	200,000	$0.10

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

As at September 30, 2021, and the date of this MD&A, outstanding stock options were as follows:

Grant Date	Number of options Outstanding and Exercisable	Exercise Price	Expiry date	Remaining contractual life(years)
August 11,2021	200,000	$0.10	August 11,2026	4.87

Escrowed shares

As at September 30, 2021, 2,000,000 common shares were held in escrow (June 30, 2021 – 2,000,000).

LIQUIDITY AND CAPITAL RESOURCES

Capital is comprised of the Company’s shareholders’ equity. As at September 30, 2021, the Company’s shareholders’ equity was $1,020,106 and there was no long‐term debt outstanding. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of its underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s approach to capital management during the period ended September 30, 2021.

A summary of the Company’s cash flows is as follows:

	For the three months ended September 30, 2021	For the period from incorporation on March 22 to June 30, 2021
Cash flows used in operatingactivities	($17,920)	($23,114)
Cash flowsprovided byfinancingactivities	$139,834	$1,000,000
Increase in cash for theperiod	$121,914	$976,886
Cash,beginningof theperiod	$976,886	‐
Cash,end of theperiod	$1,098,800	$976,886

Cash flows used in operating activities were $17,920 during the three‐month period ended September 30, 2021 and $23,114 during period from incorporation on March 22, 2021 to June 30, 2021. The cash was used to pay for administrative expenditures associated with the establishment and maintenance of the Company.

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Cash flow provided by financing activities was $139,834 during the three‐month period ended September 30, 2021 and $1,000,000 during the period from incorporation on March 22, 2021 to June 30, 2021. The funds were provided through the issuance of common shares.

As a result of the above activities, at September 30, 2021, the Company has $1,098,800 of cash to settle current liabilities of $78,694. As such, management feels the Company has sufficient cash to fund corporate overhead costs and the repayment of the Company’s debt obligations for the next year.

The Financial Statements have been prepared in accordance with IFRS applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. The accompanying financial statements do not reflect adjustments that may be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate, adjustments may be necessary to the carrying amounts and/or classification of assets and/or liabilities and the reported expenses in these financial statements. Such adjustments could be material.

RELATED PARTY TRANSACTIONS

There were no related party transactions during the period from incorporation on March 22, 2021 to September 30, 2021

RISKS AND UNCERTAINTIES

Strategic Risk

There is also no guarantee that the Company will be able to complete the acquisition of or participation in a new business opportunity. If an acquisition of or the participation in corporations, properties, assets, or businesses is identified, the Company may find that, even if the terms of an acquisition or participation are economic, it may not be able to finance such acquisition or participation and additional funds will be required to enable the Company to pursue such an initiative. There is no guarantee that additional financing will be available or that it will be available on terms acceptable to management of the Company. The Company will be competing with other companies, many of which will have far greater resources and experience than the Company. No assurance can be given that the Company will be successful in raising the funds required for an acquisition.

Possible Dilution to Present and Prospective Shareholders

The Company’s plan of operation, in part, contemplates the acquisition of an operating business by the issuance of cash, securities of the Company, or a combination of the two. Any transaction involving the issuance of previously authorized but unissued common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

FINANCIAL INSTRUMENTS

Fair value

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

Cash is carried at fair value using Level 1 inputs. The carrying value of accounts payable and accrued liabilities approximates fair value due to its short‐term nature.

Financial risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

Credit risk

Interest rate risk

Liquidity risk

Foreign currency risk

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Price risk

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the Financial Statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates. The preparation of the Financial Statements requires management to make judgments regarding the going concern of the Company, as discussed in Note 1 of the Financial Statements.

Deferred tax assets and liabilities

Share-based payments

The Company uses the Black‐Scholes option pricing model to determine the fair value of options in order to calculate share‐based payment expense and the fair value of agent options. The Black‐Scholes model involves six key inputs to determine fair value of an option: risk‐free interest rate, exercise price, market price at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share‐based payment expense.

PROPOSED QUALIFYING TRANSACTION

The Company entered into a combination agreement (the “Combination Agreement”) dated October 7, 2021 with Jasper Interactive Studios Inc. (“Jasper”) in respect of a proposed business combination (the

SAASQUATCH CAPITAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

“Proposed Transaction”). It is anticipated that the proposed business combination will constitute the Company’s “Qualifying Transaction” in accordance with Policy 2.4 – Capital Pool Companies of the Exchange.

Pursuant to the Combination Agreement, the Company will consolidate its common shares on the basis of one new share for two old shares (the “Consolidation”) and the Company will then acquire all of the issued and outstanding Jasper common shares (“Jasper Shares”) in exchange for post‐Consolidation SaaSquatch Shares on the basis of 13.94835 post‐Consolidation SaaSquatch Shares for each Jasper Share.

OFF-BALANCE SHEET ARRANGEMENT

The Company currently has no off‐balance sheet arrangement.

SCHEDULE “C” FINANCIAL STATEMENTS OF JASPER FOR THE FISCAL YEARS ENDED JULY 31, 2020 AND 2021

C-1

Jasper Interactive Studios Inc. Audited Financial Statements

For the years ended July 31, 2021 and 2020 [Expressed in Canadian Dollars]

Independent Auditor's Report

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To the Shareholders of Jasper Interactive Studios Inc.:

Opinion

We have audited the financial statements of Jasper Interactive Studios Inc. (the "Company"), which comprise the statement of financial position as at July 31, 2021, and the statements of loss and comprehensive loss, changes in shareholders' equity (deficiency), and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss during the year ended July 31, 2021. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Matter

The comparative financial statements as at and for the year ended July 31, 2020 are unaudited.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

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

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

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ACCOUNTING › CONSULTING › TAX

50 BURNHAMTHORPE ROAD WEST, SUITE 900, MISSISSAUGA ON, L5B 3C2

T: (416) 626-6000 F: (416) 626-8650 MNP.ca

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

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

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Mississauga, Ontario

Chartered Professional Accountants

February 11, 2022

Licensed Public Accountants

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Jasper Interactive Studios Inc. Statements of Financial Position As at July 31, 2021 and 2020 (in Canadian Dollars)

			2020
	Note	2021	(unaudited)
Assets
Current assets:
Cash and cash equivalents		$ 1,289,325	$ 127,268
Accounts receivable		127,513	53,506
Government tax and subsidy receivable	15	383,672	438,766
Contract assets		62,030	95,692
Prepaid expenses and deposits		37,762	15,387
		1,900,302	730,619
Non-current assets:
Contract assets		16,619	39,872
Furniture and equipment	3	15,048	18,518
		$ 1,931,969	$789,009
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$ 531,974	$ 375,464
Contract liabilities		172,168	447,175
Loans	4	92,180	366,035
Debentures	5	307,786	-
		1,104,108	1,188,674
Non-current liabilities:
Contract liabilities		42,252	63,922
Loans	4,15	313,425	265,605
Debentures	5	2,001,957	759,643
Warrants	5	540,279	-
Conversion feature	5	904,359	-
		4,906,380	2,277,844
Shareholders' deficiency:
Share capital	6	4,220,507	4,193,151
Options reserve	7	342,458	503,877
Warrants reserve	7	778,488	691,457
Accumulated deficit		(8,315,864)	(6,877,320)
		(2,974,411)	(1,488,835)
		$ 1,931,969	$789,009

Nature of operations and going concern (note 1) Subsequent events (note 16)

Approved by: Approved by: “ Jon Marsella ” “ Jeffrey Klam ” Jon Marsella, Director Jeffrey Klam, Director

The accompanying notes are an integral part of these financial statements

Jasper Interactive Studios Inc. Statements of Loss and Comprehensive Loss For the years ended July 31, 2021 and 2020 (in Canadian Dollars)

Note	2021 2020 (unaudited)
Revenues Expenses General and administrative 15 Research and development 15 Selling and marketing 15 Hosting Customer support Stock-based compensation 7 Depreciation Foreign exchange loss (gain) Finance costs 14 Net loss and comprehensive loss Basic and diluted loss per share Weighted average number of common shares - basic and diluted	$ 1,369,322 $ 1,259,886 846,814 853,458 818,804 615,643 291,832 723,128 132,614 129,528 92,835 261,928 58,205 118,348 9,848 17,651 15,428 (2,256) 759,606 312,027
	3,025,986 3,029,455
	$ (1,656,664) $ (1,769,569)
	$ (0.85) $ (0.94) 1,938,181 1,884,942

The accompanying notes are an integral part of these financial statements

Jasper Interactive Studios Inc. Statements of Changes in Shareholders’ Equity (Deficiency) For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

		Number of
		Common		Options	Warrants
	Note	Shares	Share capital	Reserve	Reserve	Deficit	Total
Balance, August 1, 2019		1,781,373	$ 3,365,636	$ 385,529	$ 483,079	$ (5,187,866)	$ (953,622)
Common Share financing	6	32,000	200,000	-	-	-	200,000
Unit financing	6	49,344	308,400	-	37,008	-	345,408
Warrants exercised	6	67,308	283,096	-	(108,097)	-	175,001
Modification of debentures	5	-	-	62,813	295,923	-	358,736
Conversion of debentures	5	8,156	36,017	(3,154)	4,000	-	36,863
Expiry of conversion feature	5	-	-	(59,659)	-	59,659	-
Expiry of warrants	7	-	-	(20,456)		20,456	-
Stock based compensation	7	-	-	118,348	-	-	118,348
Comprehensive loss for the year		-	-	-	-	(1,769,569)	(1,769,569)
Balance, July 31, 2020		1,938,181	4,193,151	503,877	691,457	(6,877,320)	(1,488,835)
Warrants issued with debentures	5	-	-	-	97,258	-	97,258
Stock options exercised	7	2,500	27,356	(11,731)	-	-	15,625
Expiry of stock options and warrants	7	-	-	(207,893)	(10,227)	218,120	-
Stock based compensation	7	-	-	58,205	-	-	58,205
Comprehensive loss for the year		-	-	-	-	(1,656,664)	(1,656,664)
Balance, July 31, 2021		1,940,681	$ 4,220,507	$ 342,458	$ 778,488	$ (8,315,684)	$ (2,974,411)

The accompanying notes are an integral part of these financial statements

Jasper Interactive Studios Inc. Statements of Cash Flows For the years ended July 31, 2021 and 2020 (in Canadian Dollars)

			2020
Years ended July 31,	Note	2021	(unaudited)
Cash flows used in operating activities:
Loss for the year		$ (1,656,664)	$ (1,769,569)
Adjustments for items not affecting cash:
Stock-based compensation	7	58,205	118,348
Depreciation		9,848	17,651
Finance costs		759,606	276,689
Changes in non-cash working capital balances:
Accounts receivable		(74,007)	124,154
Government tax and subsidy receivable		55,094	21,632
Contract assets		56,915	135,564
Prepaid expenses and deposits		(22,375)	19,069
Accounts payable and other liabilities		156,510	111,824
Contract liabilities		(296,677)	100,172
		(953,545)	(1,115,594)
Cash flows from financing activities:
Debenture financing, net of issue costs		2,404,480	-
Proceeds from Common Shares, net of costs		-	545,408
Exercise of stock options and warrants		15,625	175,001
Proceeds from loans		140,000	470,500
Interest paid		(72,090)	(25,273)
Loan repayments		(366,035)	(59,260)
		2,121,980	1,106,376
Cash flows used in investing activities:
Purchase of furniture and equipment		(6,378)	(5,408)
		(6,378)	(5,408)
Net increase (decrease) in cash and cash equivalents		1,162,057	(14,626)
Cash and cash equivalents,beginningofyear		127,268	141,894
Cash and cash equivalents, end ofyear		$ 1,289,325	$127,268

The accompanying notes are an integral part of these financial statements

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

1. Nature of Operations and Going Concern

Jasper Interactive Studios Inc. (the “Company” or “Jasper”) was incorporated on August 23, 2010, under the Business Corporations Act (Ontario). The Company is domiciled in Canada and its head office and registered office is located at 44 Victoria Street, Suite 820, Toronto, Ontario M5C 1Y2.

Jasper is a Software-as-a-service (“SaaS”) Product Information Management (“PIM“) solution empowering eCommerce retailers, wholesalers or distributors to: centralize, organize and richly merchandise their products from a single central repository.

These financial statements are prepared on the assumption that the Company is a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of operations. During the year ended July 31, 2021, the Company reported a net loss and comprehensive loss of $1,656,664 (2020 –$1,769,569). As at July 31, 2021, the Company had a working capital of $796,194 (2020 – working capital deficiency of $458,055) and shareholder’s deficiency of $2,974,411 (2020 - $1,488,835). The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues and to decrease costs and to obtain additional financing to support operations for the foreseeable future. It is not possible to predict whether financing efforts will be successful in the future. Failure to obtain such financing could result in delay or indefinite postponement of the Company’s strategic goals. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

These financial statements have been prepared on the basis that the Company will continue as a going concern, and do not reflect the adjustments to the carrying values of assets and liabilities and the reported revenues and expenses, and classifications of statements of financial position that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

On October 7, 2021, Jasper entered into the Business Combination Agreement with SaaSquatch Capital Corp, a capital pool company which contemplates a reverse take-over of SaaSquatch by the shareholders of Jasper. The Company expects to complete a concurrent financing of $6,000,000 (see note 16).

2. Significant Accounting Policies

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by International Accounting Standards Board (“IASB”) as at the reporting date.

These statements have been approved by the Board on February 11, 2022.

Basis of preparation

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

Basis of measurement

These financial statements have been prepared on a historical cost basis except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

Summary of accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates in the future. The most significant estimates and judgements include but are not limited to the following:

Expected credit losses

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for lifetime estimated losses.

Stock-based compensation

Determining the fair value of equity-settled stock-based compensation awards at the grant date requires estimating the value of the company’s stock, the expected term of stock options, the expected volatility of the Company’s stock, the expected dividends, and the number of stock-based awards that are expected to be forfeited.

Convertible debentures and debentures with detachable equity features

Convertible debentures and debentures with features that may be settled in the entity’s own equity instruments are accounted for in accordance with their substance and are presented in their component parts of debt and equity. The Company estimates the fair value of each component. Similar instruments may have certain features that, while similar, may differ, such as the term, amount, security, and credit risk, and therefore the Company is required to make significant estimates in determining an appropriate discount rate and fair value.

Judgements

COVID-19

The outbreak of the novel strain of the coronavirus, specifically identified as the COVID-19 pandemic, has caused governments worldwide to enact emergency measures to combat the spread of the virus. The Company applied for and received certain government funding (see note 15) which was integral to the Company’s financial condition. The full extent of the impact of this outbreak and related containment measures on the Company’s operations cannot be reliably estimated at the date these financial statements were approved, and the Company continues to seek available government support.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company’s ability to source future operations and continue

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

as a going concern involves judgement. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption is not appropriate for the financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenue and expenses and the statement of financial position classifications used.

Revenue recognition

The recognition of revenue requires judgement in assessing the performance obligations within a contract and whether the performance obligations are satisfied at a point in time or over a period of time. In instances of bundled contracts, the Company estimates and allocates the transaction price to each performance obligation based on its stand-alone selling price. When a PIM contract requires significant customization costs, the Company uses judgement to determine whether the customization is a separate performance obligation or a part of a bundled service, in which case the Company estimates the expected contract life, based on renewal terms and the Company's historical experience with similar sized contracts, and amortizes the revenue and related costs over the life. For transactions with resellers, determining whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent and involves judgment based on an evaluation of the terms of each arrangement.

Research and development

Costs incurred in the development and testing of subscription software products related to research, project planning, training, maintenance and general and administrative activities, and overhead costs are expensed as incurred. The costs of relatively minor upgrades and enhancements to the software are also expensed as incurred. Costs for the development of new software solutions and substantial enhancements to existing software solutions are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. Jasper developed the PIM software internally and owns the IP. The company uses guidance under IAS 38 Intangible Assets to determine if research and development costs qualify as an internally generated intangible asset. To date, research and development costs have not been capitalized as the company does not have sufficient history to demonstrate the software will generate future economic benefits.

Functional currency

Judgment is used in the determination of the Company's functional currency because a significant portion of the Company’s revenues are denominated in US dollars which the majority of expenses are denominated in Canadian dollars. The Company considered other factors, including the currency of the Company’s debt and equity financing.

Revenue

Revenue is measured based on the value of the expected consideration in a contract with a customer and excludes sales taxes and other amounts collected on behalf of third parties. The Company recognizes revenue when control of a product or service is transferred to a customer based on the fivestep model outlined in IFRS 15. For bundled arrangements, the Company accounts for individual products and services when they are separately identifiable, and the customer can benefit from the product or service on its own or with other readily available resources. The total arrangement consideration is allocated to each product or service included in the contract with the customer based on its stand-alone selling price. Services purchased by a customer in excess of those included in the bundled arrangement are accounted for separately.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

The timing of revenue recognition sometimes differs from the contract payment schedule, resulting in revenues that have been billed but not earned, which are recorded as deferred income. As at July 31, 2021, the Company had $214,420 (2020 – $511,097) in deferred revenue presented as contract liabilities. From time to time, a customer may request a significant modification to the Company’s standard software offering for a specific use case. In such an arrangement, the Company capitalizes the required customization costs as a contract asset and expenses those costs over the expected contract life as part of research and development expense.

In instances where the Company collects payment in advance and there is a significant financing component, the practical expedient is applied as the period from delivery of the goods or services is within one year of when the customer pays. No adjustment is made to the transaction price. The practical expedient is also applied to commission contract costs and these are expensed as incurred.

Subscription fees for cloud-based PIM software

The Company’s revenue is derived from PIM software subscriptions purchased through monthly, annual or multi year contracts. The software is delivered over a period of time through the cloud from the Company’s third-party hosting facilities. Therefore, these arrangements are treated as service agreements and revenue is recognized pro-rata over the contract term as the service is delivered.

The cloud-based software subscription consists of a bundle of services including assistance with setup, software licensing, data hosting, backups, updates and technical support. The Company accounts for this bundle of services as a single performance obligation as the individual services do not have stand alone value to the customer. Rarely a customer contract requires significant upfront customization of the PIM software to satisfy the customer’s performance obligation, such that the value of the customization exceeds the fees that the Company normally charges for PIM subscriptions. In these instances, the Company may determine that the significant customization is not a separate performance obligation as the PIM software cannot be used as the customer intends without incurring the upfront customization costs.

Consulting services

Consulting services are generally services that assist customers to implement PIM solutions, such as identifying and proposing PIM solutions, assisting with setup, data onboarding and software development, and providing training services. Consulting services are typically separate contracts, represent distinct performance obligations and are recognized when the services are delivered to the customer.

Financing costs

Costs incurred to obtain equity financing are deducted from the value assigned to shares issued. When costs are incurred prior to the closing of a financing arrangement, these amounts are presented as a deferred asset until the financing has closed. When an expected financing arrangement does not occur, any deferred costs are recorded as an expense.

Income taxes

Tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

income in the period in which the change occurs. Deferred tax assets or liabilities, arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed.

Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.

Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti‐dilutive. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. As the effect of all outstanding stock options and warrants is anti-dilutive during a year when the Company incurs a loss, diluted earnings per share do not differ from basic loss per share.

Foreign currency translation

Foreign currency transactions are translated into the functional currency (Canadian dollars) at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated to Canadian dollars at the foreign exchange rate applicable at that date. Realized and unrealized exchange gains and losses are recognized through profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Financial instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provision of the respective instrument. Fair value estimates are made at the statement of financial position date based upon the relevant market conditions and information about the financial instrument. The Company’s financial instrument classifications are described in Note 10.

Fair value through profit or loss (“FVTPL”) financial assets

Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. This category includes debt instruments whose cash flow characteristics are not solely payments of principal and interest or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell the financial asset.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

Amortized cost financial assets

Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset is initially measured at fair value, including transaction costs and subsequently at amortized cost.

Impairment of financial assets

Financial assets, other than those classified at fair value through profit and loss, are assessed for indicators of impairment at the end of the reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities at FVTPL are stated at fair value, with changes being recognized through the statements of income. Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

Impairment of non-financial assets

The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists or if the asset is still under development, then the asset’s recoverable amount is estimated in accordance with IAS 36. No impairment has been recorded to date.

Stock-based compensation

The Company accounts for its stock-based compensation programs with employees using the fair value method, based on the number of stock options that are expected to vest. Under this method, stock-based compensation expense related to these programs is charged to operations with the corresponding amount increasing option reserves over the vesting period. On the exercise of options, consideration received and the related accumulated options reserves is credited to share capital. Compensation expense is adjusted for subsequent changes in management’s estimate of the number of stock options that are expected to vest.

For equity-settled share-based payment transactions with non-employees, the Company measures the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which cases, the Company measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.

Segment reporting

The Company operates a single reportable operating segment, conducting business in two geographic areas of operations (see note 13).

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

3. Furniture and equipment

3.		Furniture and equipment
4.		Computer hardware Office furniture Total
		Cost August 1, 2019 100,837 45,987 146,824 Additions 5,408 - 5,408
		July 31, 2020 106,245 45,987 152,232 Additions 6,378 - 6,378
		July 31, 2021 112,623 45,987 158,610

		Accumulated amortization August 1, 2019 90,080 25,983 116,063 Amortization for the year 11,306 6,345 17,651
		July 31, 2020 101,386 32,328 133,714 Amortization for the year 3,529 6,319 9,848
		July 31, 2021 104,915 38,647 143,562

		Net book value July 31, 2020 4,859 13,659 18,518
		Net book value July 31, 2021 7,708 7,340 15,048

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

5. Debentures

5. Debentures
				Amortized
		Principal	Amortized	Cost
	Rate of	Amount	Cost	2020
	Interest	2021	2021	(unaudited)
Series I Debentures (a)	10.0%	290,000	307,786	759,643
Series II Debentures(b)	10.0%	3,483,000	2,001,957	-
		3,773,000	2,309,743	759,643
Currentportion		290,000	307,786	-
Non-current		3,483,000	2,001,957	759,643

a) Series I Debentures

In November and December 2018, Jasper completed non-brokered private placements of 998 debenture units. Each unit, in denominations of $1,000, comprising a non-convertible debenture and 133 Class A common share purchase warrants. The debentures, in aggregate principal of $998,000 (the “Series I Debentures”), have a 2 year term and bear interest at a rate of 10% per annum, payable on maturity. The warrants had an exercise price of $7.50 and a 5 year term. The debentures grant a security interest in and to all of the Company’s present and future property as collateral for the debt.

On initial recognition, Jasper determined the fair value of the debentures was $795,714 and allocated the difference of $202,286 to the 132,734 warrants. Jasper assessed the fair value of the debentures on the assumption that the market rate of interest for arms-length debt would be 20.6%. The Company incurred financing costs of $20,294 in connection with the debentures and allocated $4,114 of financing costs to the warrants. The effective rate of interest on the debt was 21.6%.

Effective April 13, 2020, debenture holders of the Series I Debentures voted to amend the terms of the debentures in order to extend the maturity date to May 31, 2022, add equity conversion feature to the debt and add triggers tied to new financings for early repayment of debt and interest. The new conversion feature, only available for a short time, allowed the holders to convert principal plus accrued interest into units consisting of a common share plus a warrant. The warrants have an exercise price of $7.00 and expire on April 20, 2025. The debt converted at a price of $7.00 per unit. The Company incurred legal costs of $928 in connection with the amendment. Additionally, Jasper amended the terms on the 132,734 original warrants to extend their maturity date to April 20, 2025 and issued 50,433 new warrants to debenture holders. The new warrants have an exercise price of $7.00 and expire on April 20, 2025.

Jasper determined that the debentures’ amended terms were substantially different than the original terms and applied the accounting rules for substantial modification of debt in IFRS 9 and treated the transaction as an extinguishment of debt and issuance of new debt.

Jasper assessed the fair value of the debentures on the assumption that the market rate of interest for arms-length debt would be 28.9%. The increase in the interest rate is primarily attributable to impact of COVID 19 on the debt market in April 2020.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

Carrying value of“extinguished”debt	1,051,201

Fair value of modified debentures	734,363
Incremental value of warrant modification	70,298
Fair value of 50,433 newly issued warrants	225,625
Fair value of conversion feature	62,813
	1,093,099
Loss on extinguishment of debt	(41,898)

On April 13, 2020, one debenture holder with a $50,000 principal amount of debenture elected to convert his debenture plus $7,092 accrued interest into Common Shares and warrants (see note 6). The remaining conversion features expired.

Effective February 17, 2021, debenture holders with $658,000 principal of Series I Debentures and $146,000 accrued interest on their debentures elected to exchange their debt for Series II Debentures.

Jasper accounted for this exchange as an extinguishment of the Series I Debentures. The carrying value of the extinguished debt was $618,329 resulting in a loss on extinguishment of $185,671.

b) Series 2 Debentures

Between August 4, 2020 and April 16, 2021, Jasper completed a series of private placements of debenture units. Each unit, in denominations of $1,000, consisted of a convertible debenture (the “Series II Debentures”) and 48 Class A common share purchase warrants. The Series II debentures, bear interest at a rate of 10% per annum, payable semi-annually. Jasper has the option to extend the maturity for an additional 6 months at a rate of 12% per annum. The debenture holder has an option to convert the principal amount into common shares at a conversion price of $7.05 per share. In addition, the principal amount of debentures automatically converts into equity as part of a liquidity event such as a reverse takeover. The conversion price in a liquidity event is equal to the price of new equity offered concurrently less a 25% discount. If the liquidity event is more than 12 months after the debenture’s issue date, the discount increases to 35%. The warrants have a 5-year term and a conversion price equal to 150% of the debentures’ conversion price, net of any discounts.

Effective March 31, 2021, debenture holders of the Series II Debentures, representing principal of $1,483,000 voted to amend the terms of the debentures in order to set the maturity date of all debentures to September 30, 2023 and set the date for the increase in the discount on a liquidity date conversion to 35% to December 31, 2021. Jasper determined that these changes did not have a material impact on the fair value of debentures and the carrying value was adjusted to reflect the modified cash flows under the original effective rate. A gain on the modification of $73,161 was recognized.

On April 21, 2021, issued an additional $2,000,000 of Series II Debentures.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

In total, the Company issued 3,483 Series II Debenture units comprising $3,483,000 of convertible debentures and 167,184 common share purchase warrants.

Jasper assessed the fair value of the debentures on the assumption that the market rate of interest for arms-length debt would be 25%. The conversion feature and the warrant, both of which do not qualify to be recognized within equity as they are subject to variable exercise prices, were valued fair valued using a probability weighted scenario model and the following assumptions:

Share price: $6.25 Exercise price: variable Life: 2.17-2.5 years Annualized volatility: 100% Dividend yield: 0% Risk free rate: 0.5% Probability of liquidity event for 25% discount: 85% Probability of liquidity event for 35% discount: 15%

Because the variables used in the fair value determination on initial recognition are not all directly observable in an active market, the Company has applied the application guidance in IFRS 9 which states that any loss on initial recognition must be deferred. The deferred loss, and all transactions costs, are allocated to each component based on their relative fair value. The deferred loss allocated to the debt component is incorporated as a reduction of its carrying value and will expensed as part of the accretion expense. Subsequent revaluation of the warrants and conversion feature will be made only to the extent that there is an observed change in the above variables.

The Company incurred $274,521 of cash costs and issued broker warrants valued at $97,258 (see note 7).

On initial recognition, the Company determined the fair value of each component within the unit as follows:

		Deferred	Transaction	Net Liability
	Fair value	loss	costs	Recognized
Debt	2,597,596	(576,981)	(215,682)	1,804,933
Warrants	718,422	(159,577)	*	558,845
Conversion feature	1,161,543	(258,003)	*	903,540
	4,477,561	(994,561)
Proceeds received	3,483,000
Deferred loss on initial
recognition	994,561

*Transaction costs totaling $156,096 are allocated to the warrant and conversion feature components and expensed directly.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

6. Share capital

a) Authorized

Unlimited Class A common shares without par value

There are no issued and outstanding Class B common shares and Class A special shares.

b) Issued and outstanding Class A common shares (“Common Shares”)
i) On September 23, 2019, Jasper completed a non-brokered private placement for 32,000 Common Shares, at a price of $6.25 per share, for aggregate gross proceeds of $200,000.
ii) On October 15 and November 4, 2019, two warrant holders exercised their warrants and received 67,308 Common Shares for aggregate gross proceeds of $175,001. Jasper transferred $108,097 from warrants reserve to share capital reflecting the previously recognized value of the warrants exercised.
iii) Between January 30, 2020 and Mar 5, 2020, Jasper completed non-brokered private placements for aggregate 49,344 units, at a price of $7.00 per unit, for aggregate gross proceeds of $345,408. Each unit comprises one Class A common share and one Class A common share purchase warrant exercisable at $7.00 for 5 years. The warrants were values at $37,008 using the Black Scholes options pricing model and the following assumptions: Share price: $6.25

Exercise price: $7.00 Life: 5 years Annualized volatility: 100% Dividend yield: 0% Risk free rate: 1.39%

iv) On April 13, 2020, one Series I Debenture holder (see note 5) elected to convert a $50,000 principal amount debenture plus $7,092 accrued interest into units having the same terms as (iii) above. The Company transferred $36,863 of carrying value and accrued interest from the Series I Debentures and $3,154 of value attributed to the conversion feature which is allocated $36,017 to share capital and 4,000 to warrants reserve.
v) On September 24, 2020 one option holder exercised 2,500 Common Shares for aggregate gross proceeds of $15,625. Jasper transferred $11,731 from options reserve to share capital reflecting the previously recognized value of the options exercised.

7. Reserves

Reserves represents the fair value attributable to all unexercised and outstanding stock options, warrants, and equity component of convertible debentures.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

a) Issued and outstanding class A common share warrants

	Weighted
	Average
	Exercise Price	Number
Outstanding, August 1, 2019	6.48	292,267
Issued on private placement (note 6(iii))	7.00	49,344
Issued on Series I debt modification (note 5(a))	7.50	50,433
Issued on conversion of Series I Debenture
(notes 5 and 6(iv))	7.00	8,156
Exercised	2.60	(67,308)
Cancelled	4.30	(10,670)
Outstanding, July 31, 2020	6.60	322,222
Issued Series II Debenture financing (note 5(b))	7.88	167,184
Expired	4.30	(5,335)
Outstanding, July 31, 2021	8.01	484,071

Warrants outstanding as of July 31, 2021 are as follows:

	Weighted Average
	Remaining Contractual
Exercise Price($)	Life in Years	Outstanding
4.30	1.9	76,220
7.00	3.6	57,500
7.50	3.7	183,167
7.88**	4.6	167,184

**Based on 150% of the default conversion price of the Series II debentures. If a liquidity event occurs, the exercise price will be 150% of the conversion price applied to the series II debentures (note 5).

b) Issued and outstanding convertible debt warrants

	Number
Outstanding, August 1, 2019 and 2020	-
Issued onprivateplacements(notes 5)	186
Outstanding, July 31, 2021	186

As part of the Series II Debenture financing (see note 5(b)), the Company issued 186 broker warrants, each warrant entitling the holder to acquire a Series II Debenture Unit for a term of 2 years at a conversion price of $1,000 per unit. The warrants were valued at $97,258 using the Black Scholes option pricing model and the following assumptions:

Unit price: $1,000 Exercise price: $1,000 Life: 2 years

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

Annualized volatility: 100% Dividend yield: 0% Risk free rate: 0.5%

c) Options

Under the Company’s current Stock Option Plan (the “Plan”), the Company’s directors may approve the issuance of stock options to directors, officers, employees and consultants of the Company and its affiliates. The aggregate number of shares reserved for issuance under the Plan is up to 10% of the number of outstanding common shares. As at July 31, 2021, 82,500 stock options remain outstanding at exercise prices ranging from $6.25 to $7.00 per share. Options for the Company’s directors vest immediately, while options for employees generally vest ratably over a period of three years. All options have a life of five years and have expiry dates ranging from August 2022 to April 2025.

The Company measures compensation costs associated with stock-based compensation using the fair value method and the cost is recognized over the vesting period of the underlying security. Expected volatilities are based on market data of public companies in a similar industry and of a similar size as the Company. The fair value of each option is determined at the grant date using the Black-Scholes option valuation model with the following weighted average assumptions:

		2020
	2021	(unaudited)
Share price	-	6.25
Exercise price	-	6.25-7.00
Life	-	5 years
Annualized volatility	-	100%
Dividend yield	-	0%
Risk-free rate	-	0.3%
Fair value (per option)	-	4.59

During the year ended July 31, 2021, $58,205 (2020 - $118,348) was recognized as stock-based compensation. The expense for the year ended July 31, 2021 includes a reversal of $24,942 of expensed recognized in a previous period for which the award did not ultimately vest.

At July 31, 2021, the remaining unvested value of the Company’s stock options is $45,811 which will be recognized through April 2023.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

The following table sets out information concerning stock options issued to employees, consultants, directors and officers that were outstanding at July 31, 2021 and 2020:

	Weighted Average	Number of
	Exercise Price($)	Options
Outstanding, August 1, 2020	4.25	142,696
Granted	6.59	55,000
Forfeited	6.25	(5,000)
Outstanding, July 31, 2020	4.87	192,696
Forfeited	3.00	(87,696)
Forfeited	6.25	(20,000)
Exercised	6.25	(2,500)
Outstanding, July 31, 2021	6.48	82,500

The following table summarizes information about the stock options outstanding at July 31, 2021:

	Weighted
	Average		Number of
	Remaining	Number of	Options
Exercise Prices	Contractual	Options	Vested/
per Share($)	Life in Years	Outstanding	Exercisable
6.25	2.2 to 3.8	57,500	33,334
7.00	3.8	25,000	8,333
	3.1	82,500	41,667

8. Related party transactions

One director owns approximately 2% of Jasper’s issued common shares and has a controlling interest in a business that provided consulting services. For the year ended July 31, 2021, amounts billed, excluding disbursements, totaled $100,000. There were no services billed in the year ended July 31, 2020.

A shareholder that owns approximately 10% of Jasper’s issued share capital also has a controlling interest in three of Jasper’s customers. During the year ended July 31, 2021 Jasper earned revenue of $401,352 (2020 - $279,820) from those customers. As of July 31, 2021, Jasper was owed $10,170 (2020 - $0) from those customers.

All related party transactions are measured at the amounts agreed upon between the related parties.

		2020
Key management compensation	2021	(unaudited)
Salaries	530,000	503,653
Stock-based compensation	79,923	91,985
	609,923	595,638

Key management includes the senior officers of the Company and directors.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

9. Management of capital

The Company’s objective when managing capital is to ensure that it has adequate financial resources to maintain liquidity necessary to fund its operations and provide returns for shareholders and benefits to other stakeholders. The capital structure of the Company is as follows:

		2020
	2021	(unaudited)
Share capital	4,220,507	4,193,151
Options reserve	342,458	503,877
Warrants reserve	778,488	691,457
Deficit	(8,280,374)	(6,861,900)
Debentures	2,001,957	744,223
Warrants	540,279	-
Conversion feature	904,359	-
	507,674	(729,192)

The Company manages its capital structure and adjusts it based on the level of funds available to manage its operations. Upon approval of the Board of Directors, the Company balances its overall capital through new share, debenture, and warrant issuances or by undertaking other activities as deemed appropriate in the circumstances. The Company is not subject to externally imposed capital requirements.

There have been no changes in the Company’s approach to capital management during the year.

10. Financial instruments

Classification of financial instruments

		Carrying
		Value	Fair Value
	Classification	July 31, 2021	July 31, 2021
Financial assets:
Cash and cash equivalents	Amortized cost	1,289,325	1,289,325
Accounts receivable	Amortized cost	127,257	127,257
Financial liabilities:
Accounts payable and accrued liabilities	Amortized cost	531,974	531,974
Loans payable (note 4)	Amortized cost	405,605	405,605
Debentures (note 5)	Amortized cost	2,274,253	3,158,871
Warrants	FVTPL	540,279	694,553
Conversion feature	FVTPL	904,359	1,162,596

Fair values of financial instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the loans payable approximate their fair values due to the immediate or short-term maturity of these financial instruments. The carrying value of the debentures is lower than its fair value because of

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

a change in the interest rates from grant to July 31, 2021 and because of capitalized issuance costs and the deferral of the initial recognition loss (see note 5). The carrying value of the warrants and conversion feature is also lower than its fair value because of the deferral of the initial recognition loss (see note 5).

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The hierarchy is summarized as follows:

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 Inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data.

Level 3 Inputs for assets and liabilities not based upon observable market data.

The Company’s warrants and conversion feature debentures are measured using level 3 inputs.

There were no transfers between Level 1, Level 2, or Level 3 for the years ending July 31, 2021 and 2020.

11. Financial risk management

Currency risk

The Company operates internationally and is exposed to risk from changes in foreign currency rates. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the Canadian dollar. The Company sells PIM software subscriptions and consulting services in both Canadian and foreign currencies. The sale of software and services in foreign currencies gives rise to the risk that the Company’s income and cash flows may be adversely impacted by fluctuations in foreign exchange rates. Certain purchases of services and equipment are also made in non-Canadian currencies. The Company does not actively manage this risk and uses its natural hedge to mitigate, to the extent possible, the impact of foreign exchange fluctuations.

The Company is primarily exposed to foreign exchange risk from transactions in U.S. dollars. The sensitivity analysis of its exposure to currency risk has been determined based on a hypothetical change in the foreign exchange rates taking place at the reporting date. Fluctuations of 10% in the exchange rates for these currencies, when compared to the Canadian dollar, are not expected to individually have a material effect on the Company’s results of financial performance.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable.

At July 31, 2021, all of the Company’s cash and cash equivalents were held at one major Canadian bank.

In the normal course of business, the Company continuously monitors the financial condition of its customers and reviews the credit history of each new customer. As of July 31, 2021, four customers represented 78% (2020 – three customers represented 69%) of the Company’s trade receivables. The Company is using the simplified expected credit losses method to estimate its provision for credit losses, which considers the specific credit risk of its customers, the expected lifetime of its financial assets, historical trends and economic conditions.

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

The following table provides the details of the aged receivables and the related expected credit losses:

		1 to 30	31 to 60	61 to 90	Over 90
Balance, July 31, 2021	Current	days	days	days	days	Total
Accounts receivable	71,103	25,952	36,353	5,985	56,445	195,837
Expected credit losses	(2,476)	(18,466)	(10,310)	(1,230)	(35,843)	68,325
	68,627	7,486	26,043	4,755	20,602	127,513
Balance, July 31, 2020		1 to 30	31 to 60	61 to 90	Over 90
(unaudited)	Current	days	days	days	days	Total
Accounts receivable	17,379	24,323	2,799	4,610	4,395	53,506
Expected credit losses	-	-	-	-	-	-
	17,379	24,323	2,799	4,610	4,395	53,506

For the year ending July 31, 2021, the Company reflected expected credit losses of $68,325 (2020 – $0) in the statements of operations and comprehensive loss which are included in selling and marketing expenses.

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due.

The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior management is also actively involved in the review and approval of planned expenditures.

As at July 31, 2021, the Company has current liabilities of $1,034,307, cash of $1,289,325, and working capital of $803,965.

As at July 31, 2021, the Company’s financial liabilities are due as follows:

	2022	2023	2024	2025	2026
Accounts payable and accrued
liabilities	531,974	-	-	-	-
Loans	92,180	193,385	80,240	26,520	13,280
Debentures	290,000		3,483,000	-	-
Interest accrued at July31,2021	200,366	-		-	-
	1,114,520	193,385	3,563,240	26,520	13,280

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

12. Income tax

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

	2021	2020
		(unaudited)
Net Loss before recovery of income taxes	(1,636,594)	(1,754,149)
Expected income tax (recovery) expense	(433,700)	(464,850)
Stock-based compensation and other non-deductible items	15,790	36,900
Change in tax benefits not recognized	417,910	427,950
Income tax(recovery)expense	-	-

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

Operating tax losses Tax credits Financing costs Debentures, warrants, and conversion features Reserves Furniture and equipment	2021 2020 (unaudited)
	5,553,200 4,639,110 989,570 745,600 373,680 135,680 44,770 151,010 20,880 8,530 13,980 19,320

The Canadian non-capital losses expire as noted in the table below. The remaining deductible temporary differences may be carried forward indefinitely.

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

Year-endingJuly	31,
2038		1,515,270
2039		1,858,210
2040		985,390
2041		1,194,330
Total		5,553,200

13. Segmented information

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

business from a single operating segment perspective and assess the performance of the segmentbased measures of profit and loss as well as assets and liabilities.

As the operations are a single segment, all amounts disclosed in the financial statements represent segment amounts.

Product categorization information

The Company earned revenue attributed to the following product categories based on the main product or service sold to the customer:

or service sold to the customer:
		2020
	2021	(unaudited)
SaaS PIM subscriptions	919,399	937,918
Professional services	449,923	321,968
Total	1,369,322	1,259,886

For the year ended July 31, 2021, the Company earned 24% of its revenue from a related shareholder (Note 6). For the year ended July 31, 2020, the Company earned 26% of its revenue from a related shareholder (Note 6).

Geographic information

The Company earned revenue attributed to the following regions based on the geographical location of the customer:

		2020
	2021	(unaudited)
United States	776,519	845,344
Canada	428,525	319,260
Rest of world	164,278	95,282
Total	1,369,322	1,259,886

All of the Company’s non-current assets are located in Canada.

14. Finance costs

Finance costs comprise the following:

			2020
	Note	2021	(unaudited)
Interest and accretion on debentures	5	464,857	209,518
Interest on loans	4	28,615	32,778
Financing costs expensed	5	171,372	27,833
Fair value adjustments	5	(17,748)	-
Loss on settlement of debentures	5	185,671	41,898
Gain on modification of debentures	5	(73,161)	-
		759,606	312,027

Jasper Interactive Studios Inc. Notes to the Financial Statements For the years ended July 31, 2021 (audited) and 2020 (unaudited) (in Canadian Dollars)

15. Government Support

During the year ended July 31, 2021, the Canadian federal government made certain government support programs available to eligible entities as part of its COVID-19 economic response plan. The Company applied and received support under the Canada Emergency Wage Subsidy (“CEWS”) and Canada Emergency Business Account (“CEBA”) programs. Each applicant’s eligibility for these programs is subject to validation and detailed verification by the federal government. Due to nature of the eligibility requirements and related calculations, it is possible that the eligibility requirements may not be considered to be met upon validation, and as such the benefits received may be repayable. During the year ended July 31, 2021, the Company received the following benefits from government programs:

$256,939 of wage subsidies in connection with the CEWS program (2020 – $17,427). These amounts are included in salaries that are related to general and administrative, research and development and sales and marketing.
$60,000 of loan proceeds in connection with the CEBA program. This loan amount is included in Loans under non-current liabilities.

16. Subsequent Events

On August 6, 2021, 12,500 stock options of an ex-employee expired.

On August 19, 2021, the Company granted 10,000 stock options to existing directors in accordance with the Company’s current Stock Option Plan. The stock options have an exercise price of $7.00 and expire on August 19, 2026.

Between August 19, 2021 and August 31, 2021, the Company granted 100,000 stock options to existing employees in accordance with the Company’s current Stock Option Plan. The options vest one-third on the first anniversary of the grant date, one third of the second anniversary of the grant date and one third on third anniversary of the grant date. The stock options have an exercise price of $7.00 and expire on between August 19, 2026 and August 31, 2026.

On September 27, 2021, the Company paid $50,000 to fully extinguish 50 Series I Debentures with a carrying value of $52,452.

On October 21, 2021 the Company received subscription receipts totalling $6,000,000 held in escrow and to be closed concurrently with the reverse takeover transaction described in note 1.

By way of Notice of Action issued December 17, 2021 and subsequent Statement of Claim filed January 14, 2022, Mr. Kevin Kelly (“Mr. Kelly”), a former employee, has commenced proceedings against Jasper. Mr. Kelly’s claim against Jasper seeks, $1,000,000 in damages for wrongful dismissal, breach of contract, tortious conduct and/or negligent misrepresentation, a declaration pursuant to section 248 of the OBCA and an order compelling Jasper to purchase Mr. Kelly’s shares in Jasper. Jasper is contesting the action and Mr. Kelly’s position in the action in its entirety. Jasper is of the view that Mr. Kelly’s case is without merit, that Mr. Kelly resigned his employment from Jasper and that he is not entitled to any of the relief he is seeking in his claim from Jasper. A reliable estimate of the amount of any payment required by the Company cannot be made at this time and therefore the Company has not recorded a provision for this amount.

SCHEDULE “D” MANAGEMENT’S DISCUSSION AND ANALYSIS OF JASPER FOR THE FISCAL YEARS ENDED JULY 31, 2020 AND 2021

The following Management's Discussion and Analysis (" MD&A ") for Jasper Interactive Studios, Inc. (" Jasper " or the " Company ") should be read in conjunction with the Company's unaudited financial statements, and the accompanying notes, as at and for the year ended July 31, 2020 and the audited financial statements, and the accompanying notes, as at and for the year ended July 31, 2021. The financial statements, including the notes thereto, and the financial information presented in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian currency unless otherwise indicated. Whenever used in this MD&A, the term " Common Shares " means Class A common shares in the capital of the Company.

The content of this MD&A has been approved by the board of directors of the Company (the “ Board ” or “ Board of Directors ”) on February 11, 2022.

FORWARD LOOKING STATEMENTS AND DISCLAIMER

Certain information set out in this MD&A constitutes forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions.

Forward-looking statements are based upon the opinions, expectations and estimates of management and, in some cases, information received from or disseminated by third parties, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These factors include such things as the Company's current stage of development, the lack of a track record with respect to the generation of revenues from performance-based arrangements with users, its reliance on third parties and third party technology, the existence of competition, the availability of external financing, the inherent risks associated with research and development activities and commercialization of emerging technologies (such as lack of market acceptance), timing of execution of various elements of the Company's business plan, the availability of human resources, the emergence of competing business models, new laws (domestic or foreign), lack of acceptance by users, management's estimates of project requirements being incorrect, information received from third parties with respect to anticipated transaction volumes being incorrect, a lack of advertising sources for integration into the Company’s platform, management’s understanding of the competitive and regulatory environment being incorrect and the other risk factors noted below under the heading "Business Risks and Uncertainties". Accordingly, readers should not place undue reliance upon the forward-looking information contained herein and the forward-looking statements contained in this MD&A should not be considered or interpreted as guarantees of future outcomes or results.

The Company does not assume responsibility for the accuracy and completeness of the forward-looking statements set out in this MD&A and, subject to applicable securities laws, does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Jasper's forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statement.

COVID-19

Since January, 2020, the outbreak of the novel strain of coronavirus, specifically identified as ‘COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposing quarantine period and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 outbreak is unknown currently, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation and its operating subsidiaries in the future period.

D-1

As a result of the significant increase in adoption of online shopping resulting from COVID-19, the pandemic has not had a material adverse effect on the business of the Company to date. However, the ongoing duration and effects of COVID-19 are still unknown and so the Company’s business may be adversely impacted in the future.

OVERVIEW

Jasper PIM is a leading Product Information Management solution empowering eCommerce retailers, wholesalers or distributors to: centralize, organize and richly merchandise their products from a single central repository. The PIM is a powerful supplement to a customers’ existing eCommerce storefront (for example, Shopify) or eCommerce marketplace (such as Amazon) that enables them to reach new consumer markets and increase their online sales.

Jasper PIM customers also can save significant time and money using utilities that streamline product data management operations in a way that the other eCommerce systems do not.

With Jasper PIM, eCommerce merchants can schedule promotional pricing in advance, enrich product data with complex imagery, videos and marketing content, manage complex attribution, and setup product relationships between multiple products in order to upsell or cross-sell their goods and services. The PIM also supports the batch management of product information, including support for multiple languages, currencies and inventory locations as well as afford the customer the ability to manage multiple storefronts or marketplaces quickly and accurately.

Jasper has forged distribution partnerships with some of the most well known eCommerce shopping platforms on the market (i.e. Shopify, BigCommerce and Magento [an Adobe Company]). These partnerships represent a significant distribution opportunity as the aggregate potential user base between them is reported to be greater than 1,000,000 eCommerce merchants. Jasper expects to expand its PIM’s reach into a new distribution channel, Square app marketplace, in February 2022, which has the potential to generate incremental sales in 2022 and beyond.

Jasper recently released a specialized plugin for the Shopify App Store in order to enable smaller eCommerce merchants a quick-and-easy pathway to install and discover the benefits of PIM. Jasper considers a small merchant to be one having less than $250,000 / year in revenues. It is expected that approximately 75% of this distribution channel’s base includes very small merchants that Jasper is uniquely qualified to serve.

Jasper’s primary revenue model is subscription based, where customers sign up for a month-to-month or annual term, agreeing to pay Jasper monthly (or annually) for utilization of the PIM platform. Jasper also helps merchants through professional services to assist them with the setup, management and optimization of their PIM.

OVERALL PERFORMANCE

In the year ended July 31, 2021 Jasper had revenues of $1,369,322 and made a net loss of $1656,664. In the year ended July 31, 2020 Jasper had revenues of $1,259,886 and made a net loss of $1,767,569. Total expenses, were down under 1% in 2021 to $3,005,916 compared to $3,014,035 in 2020. The profile of expenditure in certain function had larger increases or decreases when comparing 2021 to 2020. The finance cost of raising new debt and servicing debt increased by 143% to $759,606 in 2021, up from $312,027. In 2020. The Company decreased selling and marketing expenditure by 60% to $291,832 in 2021 down from $723,128 in 2020 as a consequence of restructuring and due to the impact of the Covid pandemic that resulted in less travel and no spending on trade shows. Jasper was devoting much of its resources to research & development which increased by 33% to $818,803 in 2021 up from $615,643 in 2020.

D-2

SELECTED ANNUAL INFORMATION

The following table sets out selected financial and share information of the Company as at July 31, 2021 and 2020, for the periods then ended.

KEY FINANCIAL METRICS	Year ended July 31, 2021 (audited)	Year ended July 31, 2020 (unaudited)
Revenue	1,369,322	1,259,886

Expenses
General and Administrative	846,814	853,458
Research and development	818,804	615,643
Selling and marketing	291,832	723,128
Hosting	132,614	129,528
Customer Support	92,835	261,928
Stock-based compensation	58,205	118,348
Depreciation	9,848	17,651
Foreign exchange loss (gain)	15,428	(2,256)
Finance costs	759,606	312,027
	(3,025,986)	(3,029,455)

Net Loss	(1,656,664)	(1,769,569)

Weighted Average number of Shares Outstanding	1,938,181	1,884,942
Loss per share (weighted)	(0.85)	(0.94)

Total Assets	1,931,969	789,009
Total Current Liabilities	1,104,108	1,188,674
Total Non-Current Liabilities	3,802,272	1,089,170

RESULTS OF OPERATIONS

Revenues

Jasper’s primary revenue model is subscription based, whereby customers sign up for a month-to-month or annual term, agreeing to pay Jasper monthly (or annually) for ongoing quiet and uninterrupted enjoyment of the PIM platform. The secondary revenue model is from carefully curated strategic professional services, offered by qualified Jasper staff to assist Jasper PIM customers with the setup of the product, training on best-practices, solution planning with the intent of integrating the PIM with other business systems.

Revenues in the year ended July 31, 2021 were $1,369,232 (2020 revenues were $1,259,886. Revenues from subscriptions were marginally down year on year to $919,399 in 2021, compared to $937,918 in 2020 but the median size of subscriptions was increasing. Revenues from professional services were up year on year to $449,923 in 2021, from $321,968 in 2020. There was a greater number of clients purchasing professional services in 2021, over 20, compared to under 10 clients in 2020.

General and Administration

General and administrations consist primarily of the salaries of the CEO, CFO and administrative support, office costs, professional services and advisory fees, and office costs. Total expenses in 2021 were $846,814 in 2021 compared to $853,458 in 2020. Increases in expenditure from 2020 to 2021 were in professional services and advisory fees. Year on year office costs were down because the company ceased having an office to operate from as of June 2020 and this situation continued throughout the year ending July 31, 2021.

D-3

Research and Development,

Research and development consist of employee salaries and fees from contractors. These costs for the year ended July 31, 2021, totaled $818,804 compared to $615,643 in 2020. The average number of employees remained flat year on year but by the company more than doubled the expenditure on contractors in 2021 compared to 2020. The Company started increasing expenditure in both employee headcount and on contractors. Jasper has received refunds for Scientific Research and Experimental Development tax credits and they have been allocated to reduce Research and Development costs.

Selling and marketing

Selling and marketing were down to $291,832 in 2021 from $723,128 in 2020. The average number of employees in 2021 was 1 compared to 3 in 2020. Jasper started increasing expenditure at the end of 2021 through bringing on new employees focused on selling the Company’s products.

Hosting

Hosting were up to $132,614 in 2021 from $129,528. The small increase year on year was not materially significant especially since subscription revenue did not materially change either.

Customer support

Customer support was down to $92,835 in 2021 compared to $261,928 in 2020. The Company started the year ending July 31 2021 with not dedicated internal customer support team and only started to rebuild the department in the last quarter.

Stock based compensation

Stock-based compensation decreased to $58,205 in 2021 down from $118,348. The fall in the compensation was due to no new stock options being issued and some stock options lapsing due to leavers.

Depreciation

Depreciation decreased from $17,651 in 2020 to $9,848 in 2021. The fall in depreciation from 2021 to 2020 was because there was a limited replacement of computer equipment used by employees in 2021 but new employees did get a new machines.

Foreign exchange loss (gain)

In 2021 the Company recorded a foreign exchange loss of $15,428 compared to a gain in 2020 of $2,256.

Finance costs

Finance costs increased to $759,606 in 2021 up from $312,027 in 2020. In 2021 the Company raised $2,679,000 in new debt most of which were brokered and so fees were incurred. There were no new debentures in 2020.

Net Loss

Jasper’s net loss for the year ended July 31, 2021 was $1,656,664 compared to $1,769,569 in 2020.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The reported financial position of the Company presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at Fiscal Year End July 31, 2021, the Company has incurred accumulated deficit of $8,315,864 since the Company commenced operations in 2010. At that same time the Company had a working capital surplus of $796,194 and a cash balance of $1,289,325.

Cash flows from operating activities primarily consist of the Company’s loss before adjusted for certain non-cash items such as depreciation, stock-based compensation and finance costs, and changes in working capital.

Net cash outflows from operating activities for the year ended July 31, 2021, decreased to $953,545 compared to $1,115,594 in 2020. The decrease was primarily due to reduced spending on sales and marketing and customer support but offset by a drop in non-cash working capital.

D-4

Cash inflows from financing activities for the year ended July 31, 2021 were up to $2,121,980 compared to $1,106,376 in the year ended July 31, 2020. The main reason for the increase year on year due to the issuance of $3,483,00 in convertible debentures of which $2,679,000 was cash related.

The Company’s ability to continue operations remains dependent upon its ability to: 1) raise additional funds; 2) realize transaction revenues from existing users; and 3) secure new users that provide the Company with adequate funds to cover projected expenditures (or a combination of the foregoing). If the Company does not generate sufficient funds from existing or new customer relationships and is unable to raise additional financing, the Company will have to consider strategic alternatives, which may include, among other things, exploring the monetization of certain intangible assets, modification of planned operating expenditures, or the sale of the Company.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The following table sets out certain information concerning Jasper's contractual obligations, including payments due for each of the next three years and thereafter.

Contractual Obligations as at July 31, 2021		Payments Due by Fiscal Year	Payments Due by Fiscal Year	Payments Due by Fiscal Year
	Total	2022	2023	2024	After 3 years
Accounts payable and accrued liabilities	531,973	531,973	-	-	-
Business Development Bank of Canada (“BDC”) loan	345,605	92,180	133,385	80,240	39,800
Canada Emergency Business Account (“CEBA”)	60,000		60,000
Secured debentures	369,458	360,869
Unsecured debentures	3,603,908	120,908		3,483,000	-
Total	4,910,944	1,114,519	193,385	3,563,240	39,800

The Company did not have any off-balance sheet arrangements as of July 31, 2021. The Company did not have any commitments for capital expenditures as of July 31, 2021, nor any financing sources arranged, but not yet used. On September 27, 2021, the Company agreed to pay a secured debenture holder such that the amount paid, $50,000, will constitute full and indefeasible payment of all principal, interest and any other obligations owing to the debenture holder.

D-5

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company holds various forms of financial instruments as follows:

Financial assets/liabilities	Designation	Measurement	2021	2020
Cash and cash equivalents	FVTPL	Fair value	1,289,325	127,268
Accounts receivable	Loans and receivables	Amortized cost	127,257	53,506
(excluding commodity tax)
Accounts payable and	Other financial liabilities	Amortized cost	531,974	368,190
accrued liabilities
CEBA loan	Other financial liabilities	Amortized cost	60,000	-
BDC	Other financial liabilities	Amortized cost	345,605	349,140
Other loans payable	Other financial liabilities	Amortized cost	-	282,500
Secured Debentures	Other financial liabilities	Amortized cost	307,786	759,643
Unsecured Convertible Debentures	Other financial liabilities	Amortized cost	2,001,957	-
Warrants	FVTPL	Fair value	540,279	-
Conversion feature	FVTPL	Fair value	904,359	-

The nature of these financial instruments and the Company’s operations expose Jasper to a number of financial risks, including credit risk, liquidity risk, foreign currency risk and interest rate risk. The Company manages its exposure to these risks by operating in a manner that minimizes its exposure to the extent practical.

Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. At July 31, 2021, all of the Company’s cash and cash equivalents were held at a major Canadian bank.

Accounts receivable are subject to normal credit risks. Any amounts not provided for would be considered fully collectible.

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior management is also actively involved in the review and approval of planned expenditures. See the section titled “Liquidity and Capital Resources” above for further discussion.

D-6

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and debenture approximate their fair values due to the immediate or short-term maturity of these financial instruments.

BUSINESS RISKS AND UNCERTAINTIES

The business of the Company is subject to numerous risk factors, including those more particularly described below. An investment in or ownership of Common Shares should be considered highly speculative due to the nature of the Company's business, its current stage of development and the potential requirement for additional financing.

COVID-19

The outbreak of the novel strain of the coronavirus, specifically identified as the COVID-19 pandemic, has caused governments worldwide to enact emergency measures to combat the spread of the virus. The Company applied for and received certain government funding which was integral to the Company’s financial condition. The full extent of the impact of this outbreak and related containment measures on the Company’s operations cannot be reliably estimated at the date these financial statements were approved, and the Company continues to seek available government support.

Substantial Capital Requirements; Liquidity; Going Concern

Because of the costs associated with further development of Jasper's technology and business, and the fact that Jasper's ability to generate revenue will depend on a variety of factors (including the ability of Jasper to meet its development schedule and consumer acceptance of Jasper technologies), additional funds may be required to support Jasper's business. Jasper has accumulated a substantial deficit and continues to have operating losses. These conditions indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Additional funds (whether through additional equity financing, debt financing or other sources) may not be available (at all or on terms acceptable to Jasper) or may result in significant dilution to Jasper shareholders or significant interest obligations. The inability to obtain additional funds in the short term will have a material adverse effect on Jasper's business, results of operations, and financial condition and could result in the Company ceasing operations.

No Record of Profit

Jasper has incurred significant losses to date, and there can be no assurance that the future business activities of Jasper will be profitable. Since its organization, Jasper has incurred costs to develop and enhance its technology, to establish strategic relationships and to build administrative support systems. Jasper has incurred negative operational cash flow to date. Jasper incurred losses of $1,656,664 for the year ended July 31, 2021, and $1,769,569 for the year ended July 31, 2020. Jasper's ability to operate profitably and generate positive cash-flow in the future will be affected by a variety of factors (including its ability to further develop and test its technology on schedule and on budget, the pace at which it secures additional users, the time and expense required for the roll-out of its technology, its success in marketing its applications, the intensity of the competition experienced by Jasper and the availability of additional capital to pursue its business plan, including development of new solutions and services). An inability to generate sufficient funds from operations will have a material adverse effect on Jasper's business, results of operations and financial condition.

Developing Market

Jasper is engaged in the development and marketing of an application that is relatively new and, as such, the primary market for Jasper's applications is underdeveloped and continues to evolve. As is typical in the case of a new evolving industry segment, the demand for the Company's applications is subject to a high level of uncertainty. If the markets for the Jasper applications fail to develop, develop more slowly than expected or become saturated with competitors, or if the Company's applications do not achieve and maintain market acceptance, the Company's business, results of operations and financial condition will be materially adversely affected.

Current Enterprise Value assigned by the Market; Liquidity

The actions of all stakeholders in the business may be adversely affected by the current market capitalization of the Company. These stakeholders include users, potential users, competitors, and current or prospective employees. These stakeholders may ascribe a higher business risk to the Company due to its relatively low market capitalization,

D-7

and any perception of higher risks may have a material adverse effect on Jasper's business, results and financial condition.

Third Party Technology

In providing its solutions and services, Jasper is, and will continue to be, dependent on technologies and infrastructure that are beyond Jasper's control, including smartphones, computers, cellular telephone networks, cloud computing services, and payment systems. There can be no assurance that, if weaknesses or errors in third party software or hardware are detected, Jasper will be able to correct or compensate for such weaknesses or errors. If Jasper is unable to address weaknesses or errors and the Company's technology is therefore unable to meet consumer needs or expectations, Jasper's business, results of operations and financial condition will be materially adversely affected. In addition, there can be no assurance that the Company will continue to have access to required third-party technology on terms acceptable to Jasper. If Jasper is unable to obtain third party technology on acceptable terms, Jasper's business, results of operations and financial condition will be materially adversely affected.

Rapid Technological Change

The technology industry is subject to rapid change, and the inability of Jasper to adapt to such change may have an adverse effect on Jasper's business, results of operations and financial condition. The effect of new developments and technological changes on the business sector in which Jasper is active cannot be predicted. Such developments would include, but are not limited to, change in web browser technology, how mobile advertising is delivered by advertisers and transacted with potential consumers, changes to or the development of alternative payment systems, changes to smartphone technology, a change in the success rate on the application of analytics in advertising, consumer backlash resulting from the collection and use of demographic intelligence, and industry consolidation. Jasper's failure to adapt to any of the above could have a material adverse effect on Jasper's business, results of operations and financial condition.

Competition

Jasper is subject to competition from other organizations (many of which have substantially greater human and financial resources) and there can be no assurance that Jasper will be able to compete effectively in its target markets. Technologies do exist that are competitive with the Company's offerings. Certain organizations with substantially greater financial and human resources than the Company have active research and development initiatives involving the development and implementation of consumer online and mobile buy/sell/trade solutions. The inability of Jasper to preserve existing users and secure additional users due to competitive technologies will have a material adverse effect on Jasper's business, results of operations and financial condition.

In addition, advances in communications technology as well as changes in the marketplace and the regulatory environment are constantly occurring and any such change could have a material adverse effect on Jasper.

Need for Research and Development

To achieve its business objectives and obtain market share and profitability, Jasper will need to continually research, develop and refine the Company's applications. Many factors may limit Jasper's ability to develop and refine required technologies or to create, acquire or negotiate access to new technologies. Jasper may also be exposed to marketplace resistance to new technology and services. Any failure of Jasper to develop new technologies or refine its existing technologies, or offer new applications could have a material adverse effect on Jasper's business, results of operations and financial condition.

Defects and Liability

The software utilized to deliver the Company's applications is complex and sophisticated and may contain design defects or software errors that are difficult to detect and correct. There can be no assurance that the Company's technologies will be free from errors or defects, or, if discovered, that Jasper will be able to successfully correct such errors in a timely manner or at all. Errors or failures in the Company's technologies could result in loss of or delay in market acceptance and usage of the Company's applications and correcting such errors and failures could require significant expenditures. Because of the competitive nature of the marketplace in which the Company’s applications is delivered, the reputational harm resulting from errors and failures could be very damaging to Jasper. The consequences of such errors and failures could have a material adverse effect on Jasper's businesses, results of operations and financial condition.

D-8

Patents and Other Intellectual Property

Competitors may have filed patent applications or hold issued patents relating to services or processes competitive with those of Jasper. Others may independently develop similar services or duplicate unpatented elements of the Company's technologies.

Jasper's success will be largely dependent upon its ability to protect its proprietary technologies. Jasper relies upon copyrights, trademarks and trade secrets to protect its intellectual property. Where appropriate, Jasper also enters into non-disclosure agreements with persons to whom it reveals proprietary information. Any failure or inability on the part of Jasper to protect its intellectual property could have a material adverse effect on Jasper's business, results of operations and financial condition.

Jasper may be required to engage in litigation in the future to enforce or protect its intellectual property rights or to defend against claims of invalidity and Jasper may incur substantial costs as a result. Any claims or litigation initiated by Jasper to protect its intellectual property could result in significant expense to Jasper and diversion of the efforts of Jasper's technical and management resources, whether or not the claims or litigation are determined in favor of Jasper.

Ability to Manage Growth

Responding to consumer demands, expansion into other geographical markets and targeted growth in Jasper's business has placed, and is likely to continue to place, significant strains on Jasper's administrative and operational resources and increased demands on its management, internal systems, procedures and controls. If Jasper experiences rapid acceptance of its applications, the need to manage such growth will add to the demands on Jasper's management, resources, systems, procedures and controls. There can be no assurance that Jasper's administrative infrastructure, systems, procedures and controls will be adequate to support Jasper's operations or that Jasper's officers and personnel will be able to manage any significant expansion of operations. If Jasper is unable to manage growth effectively, Jasper's business, operating results and financial condition will be materially adversely affected.

Personnel Resources

Jasper is (and will continue to be) reliant upon its management and technical personnel in all aspects of its business, including to anticipate and address consumer demands in areas such as software development, customer service, marketing, finance, strategic planning and management. There can be no assurance that qualified management or technical personnel will be available to Jasper in the future. The loss of services of any of the Company's management or technical personnel could have a material adverse effect on its business, results of operations and financial condition.

Potential Fluctuations in Quarterly Operating Results

Jasper expects to be exposed to significant fluctuations in quarterly operating results caused by many factors, including changes in the demand for and or usage of the Company's applications, the introduction of competing technologies, market acceptance of enhancements to the Company's applications, delays in the introduction of enhancements to the Company's applications, changes in Jasper's pricing policies or those of its competitors, the mix of solutions and services sold, foreign currency exchange rates and general economic conditions. Such fluctuations could have a material adverse effect on Jasper's business, results of operations and financial condition.

Risk of Industry Consolidation

Jasper may have established working relationships that are undermined by a business combination or other transaction with another business in the marketplace. This could have a material adverse effect on Jasper's business, results of operations and financial conditions.

Government Regulation

The marketplace within which Jasper operates is in constant flux in relation to government regulation. Areas being regulated include regulation relating to online payments, privacy, restricted category (or class) of goods for resale, consumer protection laws, and opt-in requirements for mobile applications. Regulation is also being considered for use and application of consumer demographic information for mobile advertising purposes and other areas impacting on mobile advertising. The consequences of such regulation or changes to such regulation could have a material adverse effect on Jasper’s business, results of operations and financial condition.

D-9

OUTSTANDING SHARE DATA

The Company's outstanding share capital consists of Common Shares. The Company is authorized to issue an unlimited number of Common Shares. As at July 31, 2021, 1,940,681 Common Shares, at July 31 2020, 1,938,18 Common Shares, and as at July 31, 2019, 1,781,373 Common Shares were outstanding, respectively.

As at July 31, 2021, the Company had an aggregate principal amount of $3,483,000 of convertible debentures outstanding. The holders of such convertible debentures have an option to convert the principal amount into Common Shares at a conversion price of $7.05 per share. In addition, the principal amount of these convertible debentures automatically converts into equity as part of a liquidity event such as a reverse takeover. The conversion price in a liquidity event is equal to the price of new equity offered concurrently less a 25% discount. If the liquidity event occurs later than December 31, 2021, the discount increases to 35%. The Company did not have any convertible debentures outstanding as at July 31, 2020 or July 31, 2019.

As at July 31, 2021, the Company had 484,071 share purchase warrants outstanding with an approximate weighted average exercise price of $8.01. As at July 31, 2020, the Company had 322,222 share purchase warrants outstanding with an approximate weighted average exercise price of $6.60. As at July 31, 2019, the Company had 292,267 share purchase warrants outstanding with an approximate weighted average exercise price of $6.48.

As at July 31, 2021 the Company had 82,500 stock options remain outstanding with an approximate weighted average exercise price of $6.48 per share. As at July 31, 2020 the Company had 192,646 stock options remain outstanding with an approximate weighted average exercise price of $4.87 per share. As at July 31, 2019 the Company had 142,696 stock options remain outstanding with an approximate weighted average exercise price of $4.25 per share.

RELATED PARTY TRANSACTIONS

A shareholder that owns approximately 10% of Jasper’s issued share capital also has a controlling interest in three of Jasper’s customers. During the year ended July 31, 2021 Jasper earned revenue of $401,352 (2020 - $279,820) from those customers. As of July 31, 2021 Jasper was owed $10,170 (2020 - $0) from those customers.

		2020
Key management compensation	2021	(unaudited)
Salaries	530,000	503,653
Stock-based compensation	79,923	91,985
	609,923	595,638

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s audited financial statements for the period ended July 31, 2021 and the unaudited financial statement for the period periods ended July 31, 2020 were prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"). Please refer to Note 2 of the Company's audited financial statements for a detailed discussion regarding the significant accounting policies relied upon in the preparation of the financial statements, the application of critical estimates and judgements in the preparation of the financial statements and recent accounting pronouncements.

D-10

SCHEDULE “E” FINANCIAL STATEMENTS OF JASPER FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2021

E-1

Jasper Interactive Studios Inc.

Unaudited Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020

[Expressed in Canadian Dollars]

Jasper Interactive Studios Inc. Interim Condensed Statements of Financial Position As at October 31, 2021 and July 31, 2021 (Unaudited)(in Canadian Dollars)

	Note	October 31, 2021	July31,2021
Assets
Current assets:
Cash and cash equivalents		$ 510,264	$ 1,289,325
Accounts receivable		247,515	127,513
Government tax and subsidy receivable	10	342,085	383,672
Contract assets		49,095	62,030
Prepaid expenses and deposits		25,387	37,762
		1,174,346	1,900,302
Non-current assets:
Contract assets		22,313	16,619
Furniture and equipment	3	12,808	15,048
		$ 1,209,467	$1,931,969
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$ 713,012	$ 531,974
Contract liabilities		122,364	172,168
Loans	4	93,000	92,180
Debentures	5	391,631	307,786
		1,320,007	1,104,108
Non-current liabilities:
Contract liabilities		34,954	42,252
Loans	4,10	288,180	313,425
Debentures	5	2,019,132	2,001,957
Conversion warrants	5	533,315	540,279
Conversion feature	5	910,398	904,359
		5,105,986	4,906,380
Shareholders' deficiency:
Share capital		4,220,507	4,220,507
Options reserve	6	388,657	342,458
Warrants reserve	6	778,488	778,488
Accumulated deficit		(9,284,171)	(8,315,864)
		(3,896,519)	(2,974,411)
		$ 1,209,467	$1,931,969

Nature of operations and going concern (note 1)	Nature of operations and going concern (note 1)
Approved by:	Approved by:
“Jon Marsella”	“Jeffrey Klam”
Jon Marsella, CEO	Jeffrey Klam, Director

The accompanying notes are an integral part of these interim condensed financial statements

Jasper Interactive Studios Inc. Interim Condensed Statements of Loss and Comprehensive Loss For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

Three months ended October 31, Note	2021 2020
Revenues Expenses General and administrative Research and development Selling and marketing Hosting Customer support Stock-based compensation 6 Depreciation Foreign exchange loss (gain) Finance costs 9 Net loss and comprehensive loss Basic and diluted loss per share Weighted average number of common shares - basic and diluted	$ 452,262 $ 408,896 391,576 205,464 207,342 189,214 238,384 44,809 63,859 29,889 241,036 103,194 69,583 1,029 2,421 2,589 900 (8,133) 228,852 77,958
	1,443,953 646,013
	$ (991,691) $ (237,117)
	$ (0.51) $ (0.12) 1,940,681 1,939,186

The accompanying notes are an integral part of these interim condensed financial statements

Jasper Interactive Studios Inc. Interim Condensed Statements of Changes in Shareholders’ Equity (Deficiency) For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

		Number of
		Common	Share	Options	Warrants
	Note	Shares	capital	Reserve	Reserve	Deficit	Total
Balance, August 1, 2021		1,940,681	$ 4,220,507	$ 342,458	$ 778,488	$ (8,315,864)	$ (2,974,411)
Expiry of stock options	6	-	-	(23,384)	-	23,384	-
Stock based compensation	6	-	-	69,583	-	-	69,583
Comprehensive loss for the period		-	-	-	-	(991,691)	(991,691)
Balance, October 31, 2021		1,940,681	$ 4,220,507	$ 388,657	$ 778,488	$ (9,284,171)	$ (3,896,519)
		Number of
		Common	Share	Options	Warrants
	Note	Shares	capital	Reserve	Reserve	Deficit	Total
Balance, August 1, 2020		1,938,181	$ 4,193,151	$ 503,877	$ 691,457	$ (6,877,320)	$ (1,488,835)
Stock options exercised		2,500	27,356	(11,731)	-	-	15,625
Stock based compensation		-	-	1,029	-	-	1,029
Comprehensive loss for the period		-	-	-	-	(237,117)	(237,117)
Balance, October 31, 2020		1,940,681	$ 4,220,507	$ 493,175	$ 691,457	$ (7,114,437)	$ (1,709,298)

The accompanying notes are an integral part of these interim condensed financial statements

Jasper Interactive Studios Inc. Interim Condensed Statements of Cash Flows For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

Three months ended October 31,	Note	2021	2020
Cash flows used in operating activities:
Loss for the year		$ (991,691)	$ (237,117)
Adjustments for items not affecting cash:
Stock-based compensation	6	69,583	1,029
Depreciation		2,421	2,589
Finance costs		228,851	77,958
Changes in non-cash working capital balances:
Accounts receivable		(120,002)	(2,434)
Government tax and subsidy receivable		41,588	(99,339)
Contract assets		7,241	23,923
Prepaid expenses and deposits		12,375	(94,869)
Accounts payable and other liabilities		180,856	100,230
Contract liabilities		(57,102)	(234,097)
		(625,880)	(462,127)
Cash flows from financing activities:
Debenture financing, net of issue costs		-	501,200
Exercise of stock options		-	15,625
Proceeds from loans		-	40,000
Interest paid		(78,756)	(5,282)
Debenture repayments		(50,000)	-
Loan repayments		(24,425)	(8,890)
		(153,181)	542,653
Cash flows used in investing activities:
Purchase of furniture and equipment		-	(550)
		-	(550)
Net increase (decrease) in cash and cash
equivalents		(779,061)	79,976
Cash and cash equivalents,beginningofyear		1,289,325	127,268
Cash and cash equivalents, end ofyear		$ 510,264	$207,244

The accompanying notes are an integral part of these interim condensed financial statements

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

1. Nature of operations and going concern

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues and to decrease costs and to obtain additional financing to support operations for the foreseeable future. It is not possible to predict whether financing efforts will be successful in the future. Failure to obtain such financing could result in delay or indefinite postponement of the Company’s strategic goals. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

2. Basis of presentation

These unaudited interim condensed financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as set out in the Handbook of Chartered Professional Accountants Canada (“CPA Canada Handbook”) and are presented in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The disclosures contained in these unaudited interim condensed financial statements do not contain all requirements of IFRS for annual financial statements and should be read in conjunction with the annual financial statements for the year ended July 31, 2021.

The unaudited interim condensed financial statements were authorized for issue by the Board of Directors on February 11, 2022.

COVID-19

The outbreak of the novel strain of the coronavirus, specifically identified as the COVID-19 pandemic, has caused governments worldwide to enact emergency measures to combat the spread of the virus. The Company applied for and received certain government funding (Note 10) which was integral to the Company’s financial condition. The full extent of the impact of this outbreak and related containment measures on the Company’s operations cannot be reliably estimated at the date these financial statements were approved, and the Company continues to seek available government support.

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

3. Significant accounting policies

The accounting policies applied in these unaudited interim condensed financial statements are consistent with those disclosed in Note 2 to the annual financial statements for the year ended July 31, 2021.

4. Loans payable

4. Loans payable
	Rate of Interest		Maturity	Oct 2021	Jul 2021
BDC Term Loan -02	Floating+2%	September 2021		-	4,160
BDC Term Loan -03	Floating+2.5%	April 2024		79,200	85,800
BDC Term Loan -06	Floating +2%	March 2024		25,810	28,480
BDC Term Loan -07	Floating at 2%	May 2024		83,080	91,120
BDC Term Loan -08	Floating +1.75%	April 2023		53,090	56,045
BDC Term Loan -09	Floating +2%	March 2026		80,000	80,000
CEBA Loan		December 2023		60,000	60,000
				381,180	405,605
Currentportion				(93,000)	(92,180)
Non-current				288,180	313,425
5. Debentures
			Principal	Amortized	Amortized
	Rate of		Amount	Cost	Cost
	Interest		Oct 31,2021	Oct 31, 2021	Jul 31,2021
Series I Debentures	10.0%		240,000	273,354	307,786
Series II Debentures	10.0%		3,483,000	2,137,409	2,001,957
			3,723,000	2,410,763	2,309,743
Currentportion				(391,631)	(307,786)
Non-currentportion				2,019,132	2,001,957

The Series I Debentures mature on May 31, 2022 and bear interest at a rate of 10% per annum, payable on maturity. The debentures have an effective interest rate of 28.9%. On September 27, 2021, the Company paid $50,000 to fully extinguish 50 Series I Debentures with a carrying value of $55,896 and recorded the difference as a gain on settlement of liability in profit and loss (Note 9).

The Series II Debentures mature on September 30, 2023 and bear interest at a rate of 10% per annum, payable semi-annually. Jasper has the option to extend the maturity for an additional 6 months at a rate of 12% per annum. The debenture holder has an option to convert the principal amount into common shares at a conversion price of $7.05 per share. In addition, the principal amount of debentures automatically converts into equity as part of a liquidity event such as a reverse takeover (the “Conversion Feature” ). The conversion price in a liquidity event is equal to the price of new equity offered concurrently less a 25% discount. If the liquidity event is after December 31, 2021, the discount increases to 35%.

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

Along with the Series II Debentures, Jasper issued 167,184 Class A common share purchase warrants. The warrants have a 5-year term and a conversion price equal to 150% of the debentures’ conversion price, net of any discounts (the “Conversion Warrants” ).

The Conversion Feature and Conversion Warrants have variable exercise prices and are therefore recorded as liabilities and categorized as FVTPL in accordance with IFRS 9. The fair value was determined using a probability weighted scenario model and the following assumptions:

Share price: $6.25
Exercise price: variable
Life: 1.9 years
Annualized volatility: 100%
Dividend yield: 0%
Risk free rate: 0.5%
Probability of liquidity event for 25% discount: 50%
Probability of liquidity event for 35% discount: 50%

6. Reserves

Reserves represents the value attributable to all unexercised and outstanding stock options and warrants classified within equity.

a) Issued and outstanding Class A common share warrants

	Weighted
	Average
	Exercise Price	Number
Outstanding, August 1, 2020	6.60	322,222
Issued Series II Debenture financing (note 5)	7.88	167,184
Expired	4.30	(5,335)
Outstanding, July 31 and October 31, 2021	8.01	484,071

Warrants outstanding as of October 31, 2021 are as follows:

	Weighted Average
	Remaining Contractual
Exercise Price($)	Life in Years	Outstanding
4.30	1.9	76,220
7.00	3.6	57,500
7.50	3.7	183,167
7.88**	4.6	167,184

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

b) Issued and outstanding convertible debt warrants

	Number
Outstanding, August 1, 2020	-
Issued onprivateplacements	186
Outstanding, July 31 and October 31, 2021	186

On April 31, 2021 Jasper issued 186 convertible debt warrants to brokers in a private placement. Each warrant entitles the holder to acquire a Series II Debenture unit consisting of a Series II Debenture and 48 Class A common share purchase warrants for a term of 2 years at a conversion price of $1,000 per unit. The warrants have a 5-year term and a conversion price equal to 150% of the debentures’ conversion price, net of any discounts.

c) Options

Under the Company’s current Stock Option Plan (the “Plan”), the Company’s directors may approve the issuance of stock options to directors, officers, employees and consultants of the Company and its affiliates. The aggregate number of shares reserved for issuance under the Plan is up to 10% of the number of outstanding common shares. As at October 31, 2021, 170,000 stock options remain outstanding at exercise prices ranging from $6.25 to $7.00 per share. Options for the Company’s directors vest immediately, while options for employees generally vest ratably over a period of three years. All options have a life of five years and have expiry dates ranging from September 2023 to August 2026.

The Company measures compensation costs associated with stock-based compensation using the fair value method and the cost is recognized over the vesting period of the underlying security. Expected volatilities are based on market data of public companies in a similar industry and of a similar size as Jasper. The fair value of each option is determined at the grant date using the Black-Scholes option valuation model with the following weighted average assumptions:

	2021	2020
Share price	$ 6.25	$ 6.25
Exercise price	$ 7.00	$ 6.25-7.00
Life	5 years	5 years
Annualized volatility	100%	100%
Dividend yield	0%	0%
Risk-free rate	0.8%	0.3%
Fair value (per option)	$ 4.54	$ 4.59

For the three months ended October 31, 2021, $69,583 (2020 – $1,029) was recognized as stock-based compensation in profit and loss. This expense includes a reversal of $25,673 (2020 – $24,942) of expenses recognized in a previous period for which the award did not ultimately vest.

At October 31, 2021, the remaining unvested value of the Company’s stock options is $395,406 which will be recognized through August 2024.

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

The following table sets out information concerning stock options issued to employees, consultants, directors and officers that were outstanding at October 31, 2021:

	Weighted Average	Number of
	Exercise Price($)	Options
Outstanding, August 1, 2020	4.87	192,696
Forfeited	3.00	(87,696)
Forfeited	6.25	(20,000)
Exercised	6.25	(2,500)
Outstanding, July 31, 2021	6.48	82,500
Granted	7.00	110,000
Forfeited	6.25	(12,500)
Forfeited	7.00	(10,000)
Outstanding, October 31, 2021	6.80	170,000

The following table summarizes information about the stock options outstanding at October 31, 2021:

	Weighted Average
	Remaining
Exercise Prices per	Contractual Life in	Number of Options	Number of Options
Share($)	Years	Outstanding	Vested/ Exercisable
6.25	2.56	45,000	45,000
7.00	4.54	125,000	18,333
	4.02	170,000	63,333

7. Related party transactions

One director owns approximately 2% of Jasper’s issued common shares and has a controlling interest in a business that provided consulting services. For the 3 months ended October 31, 2021, amounts billed, excluding disbursements, totaled $0 (2021 - $44,550).

A shareholder that owns approximately 10% of Jasper’s issued share capital also has a controlling interest in three of Jasper’s customers. During the 3 months ended October 31, 2021 Jasper earned revenue of $60,375 (2020 - $213,488) from those customers. As of October 31, 2021, Jasper was owed $32,911 (July 31, 2021 - $10,170) from those customers.

All related party transactions are measured at the amounts agreed upon between the related parties.

Key management compensation	2021	2020
Salaries	120,129	132,500
Stock-based compensation	60,145	17,122
	180,274	149,622

Key management includes the senior officers of the Company and directors.

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

8. Segmented information

The Company has identified its operating segment based on the financial information that is reviewed and used by executive management (collectively, the Chief Operating Decision Maker, or “CODM”) in assessing performance and in determining the allocation of resources. The CODM considers the business from a single operating segment perspective and assess the performance of the segmentbased measures of profit and loss as well as assets and liabilities.

As the operations are a single segment, all amounts disclosed in the financial statements represent segment amounts.

Product categorization information

The Company earned revenue attributed to the following product categories based on the main product or service sold to the customer:

	2021	2020
SaaS PIM subscriptions	407,095	208,046
Professional services	45,167	200,490
Total	452,262	408,896

For the 3 months ended October 31, 2021, the Company earned 13% of its revenue from a related shareholder (Note 7). For the 3 months ended October 31, 2020, the Company earned 52% of its revenue from a related shareholder (Note 7).

Geographic information

The Company earned revenue attributed to the following regions based on the geographical location of the customer:

	2021	2020
United States	245,229	173,758
Canada	75,251	214,465
Rest of world	131,782	20,673
Total	452,262	408,896

All of the Company’s non-current assets are located in Canada.

9. Finance costs

Finance costs comprise the following:

	Note	2021	2020
Interest and accretion on debentures	5	230,576	65,614
Interest on loans	4	5,096	12,344
Fair value adjustments	5	(924)	-
(Gain)Loss on settlement of debentures	5	(5,896)	-
		228,852	77,958

Jasper Interactive Studios Inc. Notes to the Interim Condensed Financial Statements For the three months ended October 31, 2021 and 2020 (Unaudited)(in Canadian Dollars)

10. Government support

During the 3 months ended October 31, 2021, the Canadian federal government made certain government support programs available to eligible entities as part of its COVID-19 economic response plan. The Company applied and received support under the Canada Emergency Wage Subsidy (“CEWS”) and Canada Emergency Business Account (“CEBA”) programs. Each applicant’s eligibility for these programs is subject to validation and detailed verification by the federal government. Due to nature of the eligibility requirements and related calculations, it is possible that the eligibility requirements may not be considered to be met upon validation, and as such the benefits received may be repayable.

During the 3 months ended October 31, 2021, the Company received $36,474 of wage subsidies in connection with the CEWS program (2020 – $99,339). These amounts are included in salaries that are related to general and administrative, research and development and sales and marketing.

During the year ended July, 2021, the Company received $60,000 of loan proceeds in connection with the CEBA program. This loan amount is included in Loans under non-current liabilities.

11. Contingencies

SCHEDULE “F” MANAGEMENT’S DISCUSSION AND ANALYSIS OF JASPER FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2021

The following Management's Discussion and Analysis (" MD&A ") for Jasper Interactive Studios, Inc. (" Jasper " or the " Company ") should be read in conjunction with the Company's unaudited interim condensed financial statements, and the accompanying notes, as at and for the 3 months ended October 31, 2021 and unaudited interim condensed financial statements, and the accompanying notes, as at and for the 3 months ended October 31, 2020. The financial statements, including the notes thereto, and the financial information presented in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian currency unless otherwise indicated. Whenever used in this MD&A, the term " Common Shares " means Class A common shares in the capital of the Company.

The content of this MD&A has been approved by the board of directors of the Company (the “ Board ” or “ Board of Directors ”) on February 16, 2022.

FORWARD LOOKING STATEMENTS AND DISCLAIMER

COVID-19

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to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation and its operating subsidiaries in the future period.

OVERVIEW

Jasper PIM customers also can save significant time and money using utilities that streamline product data management operations in a way that the other eCommerce systems do not.

With Jasper PIM, eCommerce merchants can schedule promotional pricing in advance, enrich product data with complex imagery, videos and marketing content, manage complex attribution, and setup product relationships between multiple products in order to upsell or cross-sell their goods and services. The PIM also supports the batch management of product information, including support for multiple languages, currencies and inventory locations as well as afford the customer the ability to manage multiple storefronts or marketplaces quickly and accurately.

Jasper’s has forged distribution partnerships with some of the most well known eCommerce shopping platforms on the market (i.e. Shopify, BigCommerce and Magento [an Adobe Company]). These partnerships represent a significant distribution opportunity as the aggregate potential user base between them is reported to be greater than 1,000,000 eCommerce merchants. Jasper expects to expand its PIM’s reach into a new distribution channel, Square app marketplace, in February 2022, which has the potential to generate incremental sales in 2022 and beyond.

OVERALL PERFORMANCE

In the 3 months ended October 31, 2021 Jasper had revenues of $452,262 and made a net loss of $991,691. In the 3 months ended October 31, 2020 Jasper had revenues of $408,896 and made a net loss of $237,117. Total expenses, were up 124% in 2021 to $1,443,953 compared to $646,013 in 2020. The profile of expenditure in all functions of areas of the business went up when comparing the 3 months ending October 31, 2021 to the same period in 2020.

F-2

SELECTED FINANCIAL INFORMATION

The following table sets out selected financial and share information of the Company for the periods then ended.

KEY FINANCIAL METRICS	3 months ended October 31, 2021 (unaudited)	3 months ended October 31, 2020 (unaudited)
Revenue	452,262	408,896

Expenses
General and Administrative	391,576	205,464
Research and development	207,342	189,214
Selling and marketing	238,384	44,809
Hosting	63,859	29,889
Customer Support	241,036	103,194
Stock-based compensation	69,583	1,029
Depreciation	2,421	2,589
Foreign exchange loss (gain)	900	(8,133)
Finance costs	228,852	77,958
	1,443,953	646,013

Net Loss	(991,691)	(237,117)

Weighted Average number of Shares Outstanding	1,940,681	1,940,681
Loss per share (weighted)	(0.51)	(0.12)

	As at October 31, 2021	As at July 31, 2021
Total Assets	1,209,467	1,931,969
Total Current Liabilities	1,320,007	1,104,108
Total Non-Current Liabilities	3,785,979	3,802,272

RESULTS OF OPERATIONS

Revenues

Revenues for the 3 months ended October 31, 2021 were $452,262 (2020 revenues were $408,896). Revenues from subscriptions were up 96% year on year to $407,095 in 2021, compared to $208,046 in 2020. Revenues from professional services were down 77% year on year to $45,167 in 2021, from $200,490 in 2020. In 2020 the Company was completing a large implementation project.

General and Administration

General and administrations consist primarily of the salaries of the CEO, CFO, CTO/CTO and administrative support, office costs, professional services and advisory fees. Total expenses for the 3 months ended October 31, 2021 were $391,576 (2020 - $205,464). Increases in expenditure from 2020 to 2021 were primarily in professional services and salaries.

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Research and Development,

Research and development consist of employee salaries and fees from contractors. These costs for the 3 months ended October 31, 2021, totaled $207,342 (2020 - $189,214). The number of employees remained relatively flat when comparing the 3 months ended October 31, 2021 with the same period in 2020. However, the Company benefited from a higher amount of Government related support in 2020 than in 2021 in the form of wage subsidies in connection with the Canada Emergency Wage Subsidy (“CEWS”) program. The Company continues to invest in employee headcount after October 31, 2021.

Selling and marketing

Selling and marketing were up to $238,384 for the 3 months ending October 31, 2021 from $44,809 in 2020. Jasper continued to increase its expenditure both in employee headcount and direct marketing activity.

Hosting

Hosting in the 3 months ending October 31, 2021 were up to $63,859 (2020 – $29,889). The year on year increase was due both to an increase in the subscription revenue and more investment being made in the infrastructure.

Customer support

Customer support was up to $241,036 in the 3 months ending 31 October, 2021 (2020 - $103,194). The Company now has a dedicated internal customer support team unlike in the 3 months ending 31 October 2020.

Stock based compensation

Stock-based compensation increased to $69,583 in the 3 months ending October 31, 2021 (2020 - $1,029). The main reason for the increase in compensation was due to new stock options being issued.

Depreciation

Depreciation decreased marginally in the 3 months ending October 31, 2021 to $2,421 (2020 - $2,589). There was limited new equipment purchases and some existing equipment were fully depreciated.

Foreign exchange loss (gain)

In 3 months ending October 31 2021 the Company recorded a foreign exchange loss of $900 compared to a gain in the same period the year before of $8,133.

Finance costs

Finance costs increased to $228,852 in the 3 months ending October 31, 2021 (2020 - $77,958). The Company raised $2,155,000 in new debt in the 12 months ending October 31, 2021 most of which were brokered and so fees were incurred. $524,0000 of new debt was raised in the 3 months ending October 31 2020 some of which was brokered and so fees were incurred.

Net Loss

Jasper’s net loss for the 3 months ending October 31, 2021 was $991,691 compared to $237,117 in 2020.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The reported financial position of the Company presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at October 31, 2021, the Company has incurred accumulated deficit of $9,284,171 since the Company commenced operations in 2010. At that same time the Company had a working capital deficit of $145,661 and a cash balance of $510,264.

Net cash outflows from operating activities for the 3 months ended October 31 increased to $625,880 compared to $462,127 in the 3 months ending October 31, 2020. The increase was due to an uplift in expenditure in all areas of the business but offset by an increase in non-cash working capital.

F-4

There was cash outflows from financing activities for the 3 months ending October 31, 2021 of $153,181 compared to $542,653 of cash inflows in the 3 months ending October 31, 2020. There was no new debt raised in the 3 months ending October 31, 2021 (2020 - $524,000). In the 3 months ending 31 October, 2021 the Company agreed to pay a secured debenture holder such that the amount paid, $50,000, will constitute full and indefeasible payment of all principal, interest and any other obligations owing to the debenture holder.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The following table sets out certain information concerning Jasper's contractual obligations, including payments due for each of the next three years and thereafter.

Contractual Obligations as at October 31, 2021		Payments Due by Year ending 31 October	Payments Due by Year ending 31 October	Payments Due by Year ending 31 October	Payments Due by Year ending 31 October
	Total	2022	2023	2024	After 3 years
Accounts payable and accrued liabilities	713,012	713,012	-	-	-
Business Development Bank of Canada (“BDC”) loan	321,180	93,000	130,430	69,530	28,220
Canada Emergency Business Account (“CEBA”)	60,000		60,000
Secured debentures	308,940	308,940
Unsecured debentures	3,620,247	137,247	3,483,000
Total	5,023,379	1,252,199	3,673,430	69,530	28,220

The Company did not have any off-balance sheet arrangements as of October 31, 2021. The Company did not have any commitments for capital expenditures as of October, 2021, nor any financing sources arranged, but not yet used.

F-5

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company holds various forms of financial instruments as follows:

Financial assets/liabilities	Designation	Measurement	2021	2020
Cash and cash equivalents	FVTPL	Fair value	510,264	1,289,325
Accounts receivable	Loans and receivables	Amortized cost	247,515	127,287
(excluding commodity tax)
Accounts payable and	Other financial liabilities	Amortized cost	713,012	531,974
accrued liabilities
CEBA loan	Other financial liabilities	Amortized cost	60,000	60,000
BDC	Other financial liabilities	Amortized cost	321,180	345,605
Secured Debentures	Other financial liabilities	Amortized cost	273,354	272,296
Unsecured Convertible Debentures	Other financial liabilities	Amortized cost	2,019,132	2,001,957
Warrants	FVTPL	Fair value	533,315	540,279
Conversion feature	FVTPL	Fair value	910,398	904,359

Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. At October 31, 2021, all of the Company’s cash and cash equivalents were held at a major Canadian bank.

Accounts receivable are subject to normal credit risks. Any amounts not provided for would be considered fully collectible.

F-6

BUSINESS RISKS AND UNCERTAINTIES

COVID-19

The outbreak of the novel strain of the coronavirus, specifically identified as the COVID-19 pandemic, has caused governments worldwide to enact emergency measures to combat the spread of the virus. The Company applied for and received certain government funding which was integral to the Company’s financial condition. The full extent of the impact of this outbreak and related containment measures on the Company’s operations cannot be reliably estimated at the date these financial statements were approved, and the Company continues to seek available government support.

Substantial Capital Requirements; Liquidity; Going Concern

No Record of Profit

Jasper has incurred significant losses to date, and there can be no assurance that the future business activities of Jasper will be profitable. Since its organization, Jasper has incurred costs to develop and enhance its technology, to establish strategic relationships and to build administrative support systems. Jasper has incurred negative operational cash flow to date. Jasper incurred losses of $991,691 for the 3 months ended October 31, 2021, and $237,117 for the 3 months ended October 31, 2020. Jasper's ability to operate profitably and generate positive cash-flow in the future will be affected by a variety of factors (including its ability to further develop and test its technology on schedule and on budget, the pace at which it secures additional users, the time and expense required for the roll-out of its technology, its success in marketing its applications, the intensity of the competition experienced by Jasper and the availability of additional capital to pursue its business plan, including development of new solutions and services). An inability to generate sufficient funds from operations will have a material adverse effect on Jasper's business, results of operations and financial condition.

Developing Market

Current Enterprise Value assigned by the Market; Liquidity

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and any perception of higher risks may have a material adverse effect on Jasper's business, results and financial condition.

Third Party Technology

Rapid Technological Change

Competition

Need for Research and Development

Defects and Liability

F-8

Patents and Other Intellectual Property

Ability to Manage Growth

Personnel Resources

Potential Fluctuations in Quarterly Operating Results

Risk of Industry Consolidation

Government Regulation

F-9

OUTSTANDING SHARE DATA

The Company's outstanding share capital consists of Common Shares. The Company is authorized to issue an unlimited number of Common Shares. As at October 31, 2021 and July 31, 2021 1,940,681 Common Shares were outstanding.

As at October 31, 2021 and July 31, 2021 the Company had an aggregate principal amount of $3,483,000 of convertible debentures outstanding. The holders of such convertible debentures have an option to convert the principal amount into Common Shares at a conversion price of $7.05 per share. In addition, the principal amount of these convertible debentures automatically converts into equity as part of a liquidity event such as a reverse takeover. The conversion price in a liquidity event is equal to the price of new equity offered concurrently less a 25% discount. If the liquidity event occurs later than December 31, 2021, the discount increases to 35%.

As at July 31, 2021 and October 31, 2021, the Company had 484,071 share purchase warrants outstanding with an approximate weighted average exercise price of $8.01.

As at October 31, 2021 the Company had 170,000 stock options remain outstanding with an approximate weighted average exercise price of $6.80 per share. As at July 31, 2021 the Company had 82,500 stock options remain outstanding with an approximate weighted average exercise price of $6.48 per share.

RELATED PARTY TRANSACTIONS

A shareholder that owns approximately 10% of Jasper’s issued share capital also has a controlling interest in three of Jasper’s customers. During the 3 months ended October 31, 2021 Jasper earned revenue of $60,375 (2020 - $213,488) from those customers. As of October 31, 2021 Jasper was owed $32,911 (July 31, 2021 - $10,170) from those customers.

Key management compensation	2021	2020
Salaries	120,129	132,500
Stock-based compensation	60,145	17,122
	180,274	149,622

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s unaudited interim condensed financial statements for the 3 months ended October 31, 2021 and October 31, 2020 were prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"). Please refer to Note 2 of the Company's audited financial statements for a detailed discussion regarding the significant accounting policies relied upon in the preparation of the financial statements, the application of critical estimates and judgements in the preparation of the financial statements and recent accounting pronouncements.

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SCHEDULE “G” PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

G-1

JASPER INTERACTIVE STUDIOS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Expressed in Canadian dollars)

As at	October 31, 2021	September 30, 2021
	Jasper
	Interactive	SaaSquatch
	Studios	Capital		Pro Forma	Pro Forma
	Inc.	Corp.	Note	Adjustments	Consolidation
Assets
Current assets
Cash and cash equivalents	510,264	1,098,800	3(c)	6,000,000	6,982,076
			3(c)	(586,988)
			3(e)	(40,000)
Accounts receivable	247,515	-	3(c)	13,208	260,723
Taxes recoverable	342,085	-			342,085
Contracts assets	49,095	-			49,095
Prepaid expenses	25,387	-			25,387
	1,174,346	1,098,800		5,386,220	7,659,366
Contract assets	22,313	-			22,313
Propertyand equipment	12,808	-			12,808
	1,209,467	1,098,800		5,386,220	7,694,487
Liabilities
Current liabilities
Accounts payable and accrued liabilities	713,012	78,694			791,706
Contract liabilities	122,364	-			122,364
Loans	93,000	-			93,000
Debentures	391,631	-			391,631
	1,320,007	78,694		-	1,398,701
Contract liabilities	34,954				34,954
Loans	288,180		3(e)	(60,000)	228,180
Debentures	2,019,132	-	3(d)	(2,019,132)	-
Warrants	533,315	-			533,315
Conversion feature	910,398	-	3(d)	(910,398)	-
	5,105,986	78,694		(2,989,530)	2,195,150
Shareholders' Equity
Share capital	4,220,507	1,125,834	3(b)(i)	(1,125,834)	14,396,137
			3(b)(iv)	2,674,636
			3(b)(iv)	592,857
			3(c)	4,368,077
			3(d)	2,540,060
Options reserve	388,657	14,000	3(b)(i)	(14,000)	388,657
Warrants reserve	778,488	-	3(b)(iv)	28,350	2,372,030
			3(c)	871,953
			3(c)	186,190
			3(d)	507,049
Deficit	(9,284,171)	(119,728)	3(b)(i)	119,728	(11,657,487)
			3(b)(iv)	(2,275,737)
			3(d)	(117,579)
			3(e)	20,000
	(3,896,519)	1,020,106		8,375,750	5,499,337
	1,209,467	1,098,800		5,386,220	7,694,487

JASPER INTERACTIVE STUDIOS INC. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) (Unaudited)

1. Transaction

On October 7, 2021, Jasper Interactive Studios Inc. (“Jasper” or the “Company”) and SaaSquatch Capital Corp. (“SaaSquatch”) entered into a binding business combination agreement (the “Agreement”) in respect of the completion of an arm’s length reverse-takeover transaction (the “Transaction”) of SaaSquatch by Jasper which is expected to constitute SaaSquatch’s Qualifying Transaction (as such term in defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”)).

On completion of the Transaction, SaaSquatch will be the legal parent of a new entity (“Amalco”) formed following the amalgamation of Jasper and a wholly owned subsidiary of SaaSquatch (“Subco”) formed solely for the purpose of completion of the Transaction. However, as a result of the Transaction, control of SaaSquatch will pass to the former shareholders of Jasper. This type of share exchange is referred to as a “reverse acquisition” or a “reverse takeover transaction” (an “RTO”). An RTO involving a non-public enterprise and a non-operating public enterprise is, in substance, a share-based payment transaction rather than a business combination. Since the Transaction does not meet the definition of a business combination in accordance with IFRS 3 Business Combinations, the Transaction will be accounted for as an asset acquisition of SaaSquatch by Jasper. The consolidated financial reporting of SaaSquatch subsequent to the Transaction will reflect the historical financial information of Jasper.

2. Basis of Presentation

These unaudited pro forma consolidated financial statements have been prepared to give effect to the Transaction.

The pro forma financial statements have been prepared from information derived from, and should be read in conjunction with, the following historical financial information which was prepared in accordance with International Financial Reporting Standards (“IFRS”):

a. For the unaudited pro forma consolidated statement of financial position (giving effect to the Transaction as if it had occurred on October 31, 2021):
i. the unaudited condensed interim statement of financial position of Jasper Interactive Studios Inc. as at October 31, 2021; and
ii. the statement of financial position of SaaSquatch Capital Corp. as at September 30, 2021.

These unaudited pro forma consolidated financial statements have been compiled using the significant accounting policies as set out in the audited financial statements of Jasper Interactive Studios Inc. for the year ended July 31, 2021 which are incorporated by reference into this document. Management of the Company has reclassified certain line items from the SaaSquatch financial statements to conform to the presentation of the Company’s financial statements. It is management’s opinion that these unaudited pro forma consolidated financial statements include all adjustments necessary for the fair presentation of the transactions described in Note 3 in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These unaudited proforma consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Jasper described above. These unaudited pro forma consolidated financial statements are not intended to reflect the financial position that would have been achieved had the proposed transactions been completed on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The pro forma adjustments and allocations of the purchase price for SaaSquatch are based in part on estimates of the fair value of the assets acquired and liabilities assumed. The final purchase price and allocation will be based on the information at that. Accordingly, the actual amounts for each of the purchase price, the assets, and the liabilities will vary from the pro forma amount and the variation may be material.

3. Pro forma assumptions and adjustments

These unaudited pro forma consolidated financial statements incorporate the following pro forma assumptions:

(a) To give effect to the exchange ratio, Jasper is assumed to complete a stock split of 13.9483288 shares for every 1 share outstanding with such ratio applying equally to all outstanding options, warrants, and convertible debentures. Similarly, SaaSquatch completes a stock consolidation of 1 share for every 2 shares outstanding.
(b) Jasper is deemed to acquire SaaSquatch:
(i) The historical equity of SaaSquatch is eliminated.

(ii) Jasper is deemed to issue 6,500,000 common shares and 100,000 warrants to acquire a 100% interest in SaaSquatch. The fair value of the shares is determined to be $0.41 per share based on the concurrent financing described in (c) below. The fair value of the warrants is determined using the Black Scholes model and the following weighted average assumptions:

	Warrants
Share price	$0.41
Exercise price	$0.20
Expected life (in years)	2.00
Volatility	100%
Dividend yield	0%
Risk-free rate	1.4%
Callvalue	$0.28

(iii) Jasper is deemed to issue 1,440,784 finders’ shares. The fair value of the shares is determined to be $0.41 per share based on the concurrent financing described in (c) below.

JASPER INTERACTIVE STUDIOS INC. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars)

(Unaudited)

3. Pro forma assumptions and adjustments (continued)

(iv) A pro forma purchase price allocation	is as follows:	is as follows:
Fair value of 6,500,000 shares issued	$	2,674,636
Fair value of 100,000 warrants issued		28,350
Fair value of finders’shares issued		592,857
Total Purchase Price	$	3,295,843
Cash	$	1,098,800
Accounts payable and accrued liabilities		(78,694)
Net assets acquired	$	1,020,106
Listing costs expensed*	$	2,275,737
Fair value of transaction	$	3,295,843

*The excess of the purchase price over the net assets is attributed to the value paid by Jasper to acquire SaaSquatch’s public listing status which does not meet the definition of an asset and is expensed.

(c) Jasper will complete a concurrent financing for total proceeds of $6,000,000 by issuing 12,000,000 Units at a price of $0.50 per Unit. Each unit comprises one common share and one half of one common share purchase warrant (a “half-warrant”) with each whole warrant exercisable for 2 years at $0.70. The fair value of the common share and the half-warrant is determined using the Black Scholes model such that the resulting unit value is $0.50. The Black Scholes model used the following variables:

Share price	$0.41
Exercise price	$0.70
Expected life (in years)	2.00
Volatility	100%
Dividend yield	0%
Risk-free rate	1.4%
Call value	$0.16
Fair Value:
Common Share	$0.41
Half-warrant	$0.09
Unit Value	$0.50

In connection with the concurrent financing, the Company is expected to incur cash costs of approximately $586,988, including finders’ commissions, legal fees, and other costs incremental to the financing, as well as $13,208 of HST to be recovered. In addition, the Company will issue 942,160 finders’ warrants exercisable into common shares for two years at $0.50. The fair value of the finders’ warrants is determined to be $186,190 using the Black Scholes model and the following weighted average assumptions:

ined to be $186,190 using	the Black
Share price	$0.41
Exercise price	$0.50
Expected life (in years)	2.00
Volatility	100%
Dividend yield	0%
Risk-free rate	1.4%
Call value	$0.20

The net cash proceeds of the financing of $5,413,012 less broker warrants of $186,190 plus HST recoverable of $13,208 are allocated to $4,368,077 (83%) share capital and $871,953 (17%) to warrants based on their relative fair values within the unit.

(d) On closing of the transaction, Jasper’s convertible debentures will convert into units at a discount of 35% to the concurrent financing resulting in the issuance of 11,104,447 common shares and 5,539,361 warrants exercisable for 2 years at $0.50. For the purposes of this proforma, the carrying value of the debentures of $2,019,132, an assumed accrued interest on conversion of $117,579, and the conversion feature of $910,398 is allocated between share capital and warrants at the same ratio as is used in the concurrent financing in (c).
(e) The Company will repay $40,000 of its CEBA loan concurrent with the transaction and the remaining $20,000 will be forgiven.
(f) The Company’s proforma effective income tax rate will be 26.5%.
(g) 2,500 common shares of Jasper are surrendered immediately prior to the closing of the transaction.

JASPER INTERACTIVE STUDIOS INC.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars)

(Unaudited)

4. Pro forma share capital

Pro forma share capital as at October 31, 2021 is follows:

	Number
	of Shares		Value
Common shares of Jasper issued and outstanding as at October 31, 2021	1,940,681	$	4,220,507
Surrender of shares (note 3(g))	(2,500)		-
Effect of exchange ratio on Jasper common shares (note 3(a))	25,096,207		-
Conversion of debentures (note 3(d))	11,104,447		2,540,060
Concurrent financing (note 3(c))	12,000,000		4,368,077
Acquisition of SaaSquatch (note 3(b)(iv))	6,500,000		2,674,636
Finders’ shares on acquisition of SaaSquatch (note 3(b)(iii))	1,440,784		592,857
Pro forma share capital	58,079,619	$	14,396,137

ACKNOWLEDGEMENT – PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes information contained in any Items in the attached Filing Statement that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Form 3B2 of the TSXV, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange pursuant to this Filing Statement; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B Form 3B2 or as otherwise identified by the Exchange, from time to time.

JASPER INTERACTIVE STUDIOS INC.

SAASQUATCH CAPITAL CORP.

Per: “Jon Marsella” Name: Jon Marsella Title: Chief Executive Officer

Per: “Warwick Smith” Name: Warwick Smith Title: Chief Executive Officer

Filing Statement (Acknowledgement) C-1

CERTIFICATE OF SAASQUATCH

February 11, 2022

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of SaaSquatch Capital Corp. assuming completion of the Qualifying Transaction.

“ Warwick Smith ” Name: Warwick Smith Title: Chief Executive Officer

“Robert Hill”

Name: Robert Hill Title: Chief Financial Officer

On behalf of the Board of Directors of SaaSquatch

“ Silas Garrison ” “ James Hutton ” Silas Garrison Name: James Hutton Director Director

Name: Silas Garrison Director

Certificate – Filing Statement (SaaSquatch) C-2

CERTIFICATE OF JASPER

February 11, 2022

The foregoing document, as it relates to Jasper Interactive Studios Inc., constitutes full, true and plain disclosure of all material facts relating to the securities of Jasper Inc.

“ Jon Marsella ” “ Mike Hodes ”

Name: Jon Marsella Name: Mike Hodes Title: Chief Executive Officer Title: Chief Financial Officer

On behalf of the Board of Directors of Jasper Interactive Studios Inc.

“ Jeffrey Klam ” “ Maged Saad ” Name: Jeffrey Klam Name: Maged Saad Director Director

Name: Jeffrey Klam Director

Certificate – Filing Statement (Jasper) C-3

AI assistant

Jasper Commerce Inc. — M&A Activity 2022

48130_rns_2022-02-14_3091d399-a449-4c33-9abd-ffacf9eff2d9.pdf

FILING STATEMENT

IN RESPECT OF

THE QUALIFYING TRANSACTION OF

SAASQUATCH CAPITAL CORP.

INVOLVING THE AMALGAMATION OF

JASPER INTERACTIVE STUDIOS INC.

AND

2869943 ONTARIO INC.,

February 11, 2022

TABLE OF CONTENTS

GLOSSARY

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION

SUMMARY OF FILING STATEMENT

SAASQUATCH

Jasper

The Qualifying Transaction

See “Information Concerning the Resulting Issuer – Description of Resulting Issuer Securities” .

See “ The Qualifying Transaction ”.

Steps of the Qualifying Transaction

Completion of the Qualifying Transaction

Conditional Listing Approval

Selected Financial Information of SaaSquatch

Selected Financial Information of Jasper

Information about Resulting Issuer

See “ Information Concerning the Resulting Issuer ”.

Selected Pro Forma Financial Information

Interests of Insiders, Promoters and Control Persons

Conflicts of Interest

Non-Arm’s Length Qualifying Transaction

Sponsorship

Interests of Experts

Risk Factors

THE QUALIFYING TRANSACTION

Steps of the Qualifying Transaction

Completion of the Qualifying Transaction

Conditional Listing Approval

INFORMATION CONCERNING SAASQUATCH

Corporate Structure

Name, Address and Incorporation

General Development of the Business

Selected Financial Information

Management’s Discussion and Analysis

Description of Securities

SaaSquatch Shares

Stock Option Plan and Options Granted

Prior Sales

Notes:

TSXV Price

Interests of Insiders, Promoters and Control Persons

Conflicts of Interest

Non-Arm’s Length Qualifying Transaction

Legal Proceedings

Auditor, Transfer Agents and Registrars

Auditor

Transfer Agent and Registrar

Material Contracts

INFORMATION CONCERNING JASPER

Corporate Structure

Intercorporate Relationships

General Development of the Business

Narrative Description of the Business

Principal Products and Services

Marketing

Distribution

BigCommerce: https://www.bigcommerce.com/dm/essentials-offer-1

Advertising

Technology

Operations

Proprietary Protection

Market

Competitive Landscape

Selected Financial Information

Management’s Discussion and Analysis

Description of Securities

Jasper Shares

Jasper Convertible Debentures

Jasper Commerce Inc. M&A Activity 2022