Jiva Technologies Inc. - Interim / Quarterly Report 2022

==> picture [432 x 194] intentionally omitted <==

PLANTX LIFE INC.

Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020

(EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED)

MANAGEMENT’S COMMENTS ON UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if any auditor has not performed a review of the Interim Condensed Consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited Interim Condensed Consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of Interim Condensed Consolidated financial statements by an entity’s auditors.

The notes to the condensed interim consolidated financial statements are an integral part of these statements. - 1 -

PlantX Life Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars)

		2021		2021
		September 30		March 31
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	9,582,510	$	20,364,895
Trade receivables (Note 5)		1,985,421		2,393,427
Loans receivable		100,000		-
Sales taxes recoverable		23,683		204,126
Prepaids and deposits (Note 6)		693,432		1,306,884
Inventories (Note 4)		915,019		112,949
Other assets		-		9,759
		13,300,065		24,392,040
Non-Current assets
Property and equipment (Note 10)		756,777		448,787
Right-of-use asset (Note 9)		1,922,192		67,576
Intangible assets (Note 8)		558,089		540,196
Goodwill (Note 8)		18,517,511		8,393,522
Total assets	$	35,054,634	$	33,842,121
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 7)	$	2,442,710	$	1,987,602
Unearned revenue (Note 13)		80,154		81,156
Loans payable (Note 14)		119,905		86,683
Other liability		12,017		65,000
Lease liability-current (Note 9)		492,080		31,323
		3,146,866		2,251,764
Non-current liabilities
Loans payable (Note 14)		270,257		40,000
Lease liability-non-current (Note 9)		1,360,345		33,913
Total liabilities		4,777,468		2,325,677
Shareholders’ equity
Share capital (Note 12)		42,784,281		32,495,837
Obligation to issue shares (Note 12)		2,476,107		14,700
Reserves (Note 12)		29,770,046		25,802,809
Foreign exchange translation reserve		2,252		58,371
Deficit		(44,755,520)		(26,855,273)
Total shareholders’ equity		30,277,166		31,516,444
Total liabilities and shareholders’ equity	$	35,054,634	$	33,842,121
Nature of Operations (Note 1)
Going Concern Assumption (Note 2)
Reverse Takeover Acquisition (Note 16)
Acquisition of Bloombox (Note 17)
Acquisition of Score (Note 18)
Subsequent Events (Note 23)
Approved on behalf of the Board of Directors:

“Quinn Field-Dyte” (signed) Quinn Field-Dyte , Director

“Lorne Rapkin” (signed) Lorne Rapkin , Director

The notes to the condensed interim consolidated financial statements are an integral part of these statements. - 2 -

PlantX Life Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three months and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

		Three months		Six months		Three months		Six months
		ended 2021		ended 2021		ended 2020		ended 2020
Revenue(Note 13)	$	2,826,790	$	6,916,495	$	327,002	$	459,892
Cost of sales		(1,533,827)		(4,486,419)		(311,089)		(433,392)
Gross Profit		1,292,963		2,430,076		15,913		26,500
Operating expenses
Accounting and audit fees		145,324		234,321		6,000		28,762
Advertising and promotion		1,918,128		3,924,930		315,523		339,329
Amortization (Notes 8, 9
and 10)		138,660		258,304		6,639		6,639
Bad debt expense		3,360		3,360		25,517		25,517
Consulting and
management expenses
(Note 11)		621,120		2,032,118		185,188		254,389
General and administrative		1,257,101		1,695,152		32,476		44,340
Insurance expense		43,902		77,125		15,167		15,167
Legal fees		249,314		625,117		-		-
Salaries and benefits (Note
11)		1,077,509		1,823,421		29,655		29,655
Share-based
compensation (Notes 11
and 12)		3,394,397		9,332,011		929,153		929,153
Transfer agent and filing
fees		19,925		54,677		21,392		21,392
Travel expenses		196,792		380,815		38,355		53,839
		(9,065,532)		(20,441,351)		(1,605,065)		(1,748,182)
Operating Loss		(7,772,569)		(18,011,275)		(1,589,152)		(1,721,682)
Other items
Foreign exchange gain		100,006		30,295		6,368		4,878
Interest income		5,165		13,902		1,505		1,505
Listing expense		-		-		(2,192,833)		(2,192,833)
Other income		50,235		66,831		-		-
		155,406		111,028		(2,184,960)		(2,186,450)
Net loss and
comprehensive loss	$	(7,617,163)	$	(17,900,247)	$	(3,774,112)	$	(3,908,132)
Basic and diluted loss per
share (Note 12)	$	(0.07)	$	(0.15)	$	(0.23)	$	(0.10)
Weighted average number
of common shares
outstanding - basic and
diluted		110,510,115		117,841,585		16,665,978		40,238,198

The notes to the condensed interim consolidated financial statements are an integral part of these statements. - 3 -

PlantX Life Inc.

Condensed Interim Consolidated Statements of Cash Flows For the six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

		2021		2020
Operating activities
Net loss for the period	$	(17,900,247)	$	(3,908,142)
Items not involving cash:
Share-based compensation		9,332,011		929,153
Shares issued for services		304,047		-
Depreciation		211,718		-
Amortization of intangible assets		46,586		6,639
Bad debt expense		-		25,517
Listing expense		-		1,846,654
Net changes in non-cash working capital:
Trade receivable		(587,215)		(121,555)
Sales taxes recoverable		180,443		(116,209)
Inventories		(606,216)		-
Prepaids and deposits		601,435		(104,835)
Other assets		9,759		-
Accounts payable and other liabilities		(231,452)		197,415
Unearned revenue		(1,002)		-
Due from (to) related parties		77,406		(142,025)
Net cash used in operating activities		(8,562,727)		(1,387,388)
Investing activities
Net cash paid for acquisition of Little West		(427,041)		-
Net cash paid for acquisition of New Deli		(559,050)		-
Net cash paid for acquisition of LIV Marketplace		(687,913)		-
Net cash paid for acquisition of Plant X Living				30,578
Addition of property, plant, and equipment		(395,150)		-
Net cash used in investing activities		(2,069,154)		30,578
Financing activities
Proceeds from exercise of share options		31,291		-
Proceeds from share subscriptions		26,082		-
Payment of loans payable		(31,347)		-
Payment of lease liability		(120,411)		-
Proceeds from issuance of shares, net of issuance cost		-		3,225,283
Net cash provided by financing activities		(94,385)		3,225,283
Effect of foreign exchange on cash and cash equivalents		(56,119)		-
Net change in cash		(10,782,385)		1,868,473
Cash, beginning		20,364,895		97,340
Cash, ending	$	9,582,510	$	1,965,813

The notes to the condensed interim consolidated financial statements are an integral part of these statements. - 4 -

PlantX Life Inc. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) (Unaudited)

	Common Share Capital Accumulated Other Comprehensive Income Number of Shares Amount Obligation to issue shares Contributed Surplus Accumulated Deficit Total
Balance, March 31, 2020 Shares issued from private placements (Note 12) Eliminated PlantX Living shares (Note 16) PlantX Life number of shares - post consolidation (Notes 12 and 16) Shares issued for RTO acquisition (Notes 12 and 16) Share issuance costs - cash (Note 12) Finders’ warrants (Note 12) Share-based compensation (Notes 11 and 12) Net and comprehensive loss	23,572,220 $ 471,444 $ - $ 7,875 $ - $ (342,386) $ 136,933 24,819,200 3,264,800 - - - - 3,264,800 (35,572,220) - - - - - - 2,513,394 - - - - - - 39,129,442 1,517,652 - - - - 1,517,652 - (14,000) - - - - (14,000) - (5,724) - 5,724 - - - - - - 929,153 - - 929,153 - - - - - (3,908,142) (3,908,142)
Balance, September 30, 2020	54,462,036 $ 5,234,172 $ - $ 942,752 $ - $ (4,250,528) $ 1,926,396
Shares issued from private placements (Note 12) Shares issued from public offering (Note 12) Shares issued for Bloombox Acquisition (Notes 12 and 17) Shares issued for Score Acquisition (Notes 12 and 18) Shares issued as finders’ fee (Notes 12 and 16) Share issuance costs - cash (Note 12) Finders’ warrants (Note 12) Shares issued for exercise of options (Note 12) Shares issued for exercise of warrants (Note 12) Shares issued for debt settlement (Notes 11 and 12) Shares issued for services (Note 12) Share subscriptions receivable (Note 12) Obligation to issue shares (Note 12) Share-based compensation (Notes 11 and 12) Net and comprehensive loss	20,909,091 6,575,318 - 4,924,682 - - 14,764,800 19,102,765 12,552,370 - 7,505,533 - - 20,057,903 10,782,559 6,841,976 - - - - 6,841,976 1,897,152 1,943,492 - - - - 1,943,492 1,251,255 1,080,098 - - - - 1,080,098 - (1,842,229) - - - - (1,842,230) - (1,360,628) - 1,360,628 - - - 1,772,500 556,304 - (338,179) - - 218,125 19,800 8,098 - (3,148) - - 4,950 625,600 727,618 - - - - 727,618 158,979 206,673 - - - - 206,673 - (27,425) - - - - (27,425) - - 14,700 14,700 - - - 11,410,541 - - 12,339,694 - - - - 58,371 (22,604,745) (26,320,496)
Balance, March 31, 2021 Shares issued for vested RSU and PSU (Note 12) Shares issued for acquisition of Little West (Notes 19) Shares issued for acquisition of New Deli (Notes 20) Shares issued for acquisition LIV assets (Notes 21) Shares issued for exercise of options (Note 12) Shares issued for services (Note 12) Share subscription received (Note 12) Share-based compensation (Notes 11 and 12) Net and comprehensive loss	110,981,737 $ 32,495,837 $ 14,700 $ 25,802,809 $ 58,371 $ (26,855,273) $ 31,516,444 5,152,416 5,364,774 (5,364,774) - - - 2,479,385 1,264,486 2,461,407 - - - 3,725,893 2,515,983 1,484,430 - - - - 1,484,430 3,777,778 1,813,333 - - - - 1,813,333 110,000 31,292 - - - - 31,292 646,909 304,047 - - - - 304,047 - 26,082 - - - - 26,082 - - - 9,332,011 - - 9,332,011 - - - - (56,119) (17,900,247) (17,956,366)
Balance, September 30, 2021	125,664,208 $ 42,784,281 $ 2,476,107 $ 29,770,046 $ 2,252 $ (44,755,520) 30,277,166

The notes to the condensed interim consolidated financial statements are an integral part of these statements. - 5 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

1. Nature of Operations

PlantX Life Inc. (“PlantX” or the “Company”) is incorporated under the laws of the province of British Columbia. PlantX was formerly an exploration stage company engaged in the acquisition and exploration of mineral resource properties in Canada.

On August 5, 2020, the Company completed the acquisition of PlantX Living Inc. (formerly PlantX Life Inc.) (“PlantX Living”). In connection with the acquisition, the Company also consolidated its common shares on the basis of one postconsolidation share for ten pre-consolidation shares and changed its name from “Winston Resources Inc.” to “Vegaste Technologies Corp.”. The acquisition was a reverse takeover transaction, and the Company carried on the business of PlantX Living (Note 16). On September 28, 2020, the Company changed its name to “PlantX Life Inc.”

On November 6, 2020, the Company completed the acquisition of Bloombox Club Ltd. (“Bloombox”). Bloombox is a privately held e-commerce company based in the United Kingdom that sells and delivers indoor plants to its established wellness community via subscription service and on-line store (Note 17).

On January 7, 2021, the Company completed the acquisition of Score Enterprises Ltd. (“Score”), a privately held company that operates the Squamish, British Columbia based Locavore Bar & Grill, and other related businesses including the Cloudburst Cafe and Locavore Food Truck (Note 18).

On May 10, 2021, the Company closed the acquisition of Little West LLC (“Little West). Little West is a privately owned, California-based cold-pressed juice company that offers a wide range of curated cold-pressed juices and products that emphasize health and wellness with a focus on locally sourced, high-quality and fresh ingredients (Note 19).

On May 27, 2021, the Company completed its acquisition of all of the issued and outstanding membership interests of MK Cuisine Global LLC's Plant-Based Deli LLC (New Deli). New Deli is a sustainable and plant-based neighborhood bodega located in Venice Beach, California, that offers practical, everyday retail goods that range from household supplies and personal hygiene products to frozen foods, pantry staples, snacks, beer and wine (Note 20).

On June 25, 2021, the Company completed the acquisition of certain assets of LIV Marketplace LLC (“LIV Marketplace”). California-based LIV Marketplace is the exclusive on-line fulfilment partner and retail distributor of PlantX products within the United States and is responsible for building and operating the Company’s brick-and-mortar retail store in San Diego, California (Note 21).

PlantX is a reporting issuer in the jurisdictions of British Columbia, Alberta and Ontario and lists its Common Shares for trading on the Canadian Securities Exchange (“CSE”) under the new symbol “VEGA”, on the OTCQB® Venture Market under the symbol “PLTXF” and on the Frankfurt Stock Exchange under the symbol “WNT1”.

The head office of the Company is located at 504-100 Park Royal South West Vancouver, BC, V7T 1A2, Canada.

These condensed interim consolidated financial statements were reviewed and approved by the Board of Directors and authorized for issued on November 29, 2021.

2. Going Concern Assumption

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern under International Financial Reporting Standards (“IFRS”). The use of these principles under IFRS assumes that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge its liabilities in the normal course of operations. The Company continues to incur operating losses, which casts significant doubt about the Company’s ability to continue as a going concern.

During the six months ended September 30, 2021, the Company generated revenue of $6,916,495 and as of September 30, 2021, had a deficit of $44,755,520 (March 31, 2021 - $26,855,273). In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

2. Going Concern Assumption (Continued)

limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of uncertainties related to events or conditions that may cast significant doubt upon its ability to continue as a going concern that these uncertainties are material and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

Management’s current strategy is to control costs while pursuing opportunities within various market sectors. Management recognizes the Company’s need to increase its cash reserves if it intends to pursue to its plans and has evaluated its potential sources of funds. Although management intends to assess and act on these options throughout the course of the year, there can be no assurance that the steps management take will be successful.

In the event that existing cash resources and cash flow from operations, together with the proceeds from any future financings are insufficient to cover planned expenditures, management will allocate available resources in such manner as deemed to be in the Company’s best interest. This may result in a significant reduction in the scope of existing and planned operations. Accordingly, these condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore to realize its assets and discharge its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying condensed interim consolidated financial statements. These adjustments could be material.

Since March 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 included the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruptions to business globally 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 COVID-19 outbreak is unknown at this time. The impact of these factors on the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected.

3. Statement of Compliance and Basis of Presentation

(a) Basis of presentation and measurement

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and should be read in conjunction with the Company’s audited consolidated financial statements as at and for the fiscal year ended March 31, 2021 (“last annual financial statements”), which were prepared in accordance with International Financial Reporting Standards (“IFRS”). These condensed consolidated interim financial statements are presented in Canadian dollars

(b) Basis of consolidation

These condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

3. Statement of Compliance and Basis of Presentation (Continued)

(b) Basis of consolidation (Continued)

These condensed interim consolidated financial statements include the financial statements of the Company and its significant subsidiaries listed in the following table:

			% equity interest as
	Country of		at September 30,
Name	incorporation	Functional currency	2021
Vegaste Technologies US Corp. (“Vegaste”)	US	U.S Dollar	100%
PlantX Living Inc.	Canada	Canadian Dollar	100%
Bloombox Club Ltd. (“Bloombox”)	United Kingdom	Pound Sterling	100%
Bloombox UG	Germany	Euro	100%
PlantX Living Squamish Inc. (”Score”)	Canada	Canadian Dollar	100%
PlantX Israel Ltd. (“Israel”)	Israel	Israeli New Shekel	100%
PlantX Lifestyle USA Inc.	US	U.S Dollar	100%
WS West LLC (“Little West LLC”)	US	U.S Dollar	100%
Plant-Based Deli LLC	US	U.S Dollar	100%
New Deli Hillcrest LLC	US	U.S Dollar	100%
PlantX Nevada Holdings LLC	US	U.S Dollar	100%

All intercompany transactions, balances and any unrealized gains and losses from intercompany transactions are eliminated on consolidation.

4. New Significant Accounting Policies

(a) Inventory

Inventories are measured at the lower of cost and net realizable value (NRV). Cost is determined using FIFO (“First In First Out”), and includes all costs of purchases and all other costs incurred in bringing inventories to their present location and condition.

NRV is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

When there is a decline in the price of an item which indicates that the cost is higher than the NRV, a provision for inventories is established and an expense is recognized in the period in which the write-down occurs.

5. Risk Management and Financial Instruments

The Company’s financial instruments consist of cash, trade receivable, accounts payable and accrued liabilities, and loans payable. The carrying values of the financial instruments approximate fair value due to the short-term nature of these instruments. Fair value of financial assets and liabilities, information related to risk management positions and discussion of risks associated with financial assets and liabilities are presented as follows:

Fair value

IFRS 13 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

5. Risk Management and Financial Instruments (Continued)

Fair value (continued)

Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. from derived prices); and Level 3 inputs for the asset or liability that are not based upon observable market data.

As at September 30, 2021, the carrying value of the Company’s financial instruments approximates their fair value due to their short terms to maturity. The fair value of cash was determined using level 1 inputs. The impairment test of goodwill and intangible assets of the acquisition of Bloombox was tested using level 2 inputs of comparable transactions of ecommerce companies.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s primary exposure to credit risk is in its cash accounts and trade receivable. The Company manages credit risk, in respect of cash, by placing cash at major Canadian financial institutions. Accounts receivable mainly consists of receivables from its customers. As at September 30, 2021, 87% of the Company’s accounts receivable were from one customer.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due. At September 30, 2021, the Company had a cash balance of $9,582,510 and current liabilities of $3,146,866. All of the Company’s financial liabilities have contractual maturities of less than 90 days.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on capital. As at September 30, 2021, the Company is not exposed to significant market risk.

6. Prepaid and deposits

		September 30,		March 31,
		2021		2021
Insurance	$	11,688	$	30,333
Legal		28,837		30,655
Office		62,932		69,142
Advertising and promotion		320,510		1,009,972
Consulting		26,860		88,261
Rent		85,253		78,521
Deposits		157,352		-
	$	693,432	$	1,306,884

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

7. Accounts Payable and Accrued Liabilities

		September 30,		March 31,
		2021		2021
Accounts payable (Note 11)	$	2,219,807	$	1,381,851
Accrued liabilities		222,903		605,751
	$	2,442,710	$	1,987,602

8. Intangible Assets and Goodwill

			Customer
Intangible assets	Website	Relationship			Trade	Name		Total
Cost:
As at March 31, 2020	$ 132,796	$	-		$	-	$	132,796
Additions (Note 17)	38,000		316,000		123,000			477,000
Additions (Note 18)	10,000		-			-		10,000
As at March 31, 2021	180,796		316,000		123,000			619,796
Additions (Note 19)	67,923		-			-		67,923
As at September 30,2021	$248,719	$	316,000		$123,000		$	687,719
Amortization:
As at March 31, 2020	$ -	$	-		$	-	$	-
Charge for the year	(22,898)		(43,889)		(12,813)			(79,600)
As at March 31, 2021	$ (22,898)	$	(43,889)		$ (12,813)		$	(79,600)
Charge for the period	(16,909)		(26,333)		(7,688)			(50,930)
FX translation	58		639			203		900
As at September 30,2021	$ (39,749)	$	(69,583)		$ (20,298)		$	(129,630)
Net book value:
As at March 31, 2021	$ 157,898	$	272,111		$ 110,187		$	540,196
As at September 30, 2021	$ 208,970	$	246,417		$ 102,702		$	558,089

Goodwill	LIV New Deli		Little West		Bloombox		Score	Total
As at March 31, 2020	$ - $	-	$	-	$ -	$	-	$ -
Additions (Notes 17 and 18)	-	-		-	7,464,982	2,041,480		9,506,462
Impairment (Note 18)	-	-		-	-	(1,112,940)		(1,112,940)
As at March 31, 2021	-	-		-	7,464,982		928,540	8,393,522
Additions (Notes 19, 20 and 21)	3,604,988 2,106,451		4,412,550		-		-	10,123,989
As at September 30, 2021	$ 3,604,988 $ 2,106,451		$ 4,412,550		$ 7,464,982	$	928,540	$ 18,517,511

Goodwill calculated in these acquisitions represents the expected synergies from combining the operations of Bloombox Score, Little West, LIV and New Deli with the Company, revenue growth, future market development and the workforce acquired.

10 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

9. Lease Assets and Liabilities

The following is the continuity of lease liabilities as at and for the six months ended September 30, 2021:

Right-of-use asset:
Present value of lease payments	$	64,719
Deposits		8,250
Depreciation		(5,393)
Balance, March 31, 2021		67,576
Addition		1,978,963
Depreciation		(124,347)
Balance, September 30, 2021	$	1,922,192

Lease liability:
Present value of lease payments	$	64,719
Accrued interest		517
Balance, March 31, 2021		65,236
Less: current portion		(31,323)
Non-current portion	$	33,913
Balance, March 31, 2021	$	65,236
Addition		2,005,452
Accrued interest		18,655
Payment		(236,918)
Balance, September 30, 2021		1,852,425
Less: current portion		(492,080)
Non-currentportion	$	1,360,345

The following schedule lists out the timing of lease payments:

		September 30,
		2021
Less than one year	$	492,080
Between one and two years		525,725
Between two and three years		396,419
Between three and four years		226,283
Between four and five years		211,918
	$	1,852,425

11 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

10. Property and Equipment

	Office	Machinery and	Furniture and
	Equipment	Equipment	Fixtures	Building Improvements	Total
Cost:
Balance, March 31, 2020	$ -	$ -	$ -	$ -	$ -
Additions (Note 18)	20,581	363,323	58,840	332,438	775,182
Disposal	-	-	(5,180)	-	(5,180)
Balance, March 31, 2021	20,581	363,323	53,660	332,438	770,002
Additions (Note 19)	52,304	150,265	63,731	106,548	372,848
Balance,September 30,2021	$72,885	$513,588	$117,391	$438,986	$1,142,850
Amortization:
Balance, March 31, 2020	$ -	$ -	$ -	$ -	$ -
Additions	(17,804)	(124,148)	(16,679)	(132,975)	(291,606)
Charge for the year	(1,979)	(10,312)	(1,342)	(8,311)	(21,944)
FX translation	49	(7,714)	-	-	(7,665)
Balance, March 31, 2021	(19,734)	(142,174)	(18,021)	(141,286)	(321,215)
Charge for the period	(6,011)	(22,556)	(7,741)	(32,973)	(69,281)
FX translation	2,963	10,501	114	(9,155)	4,423
Balance,September 30,2021	$ (22,782)	$ (154,229)	$ (25,648)	$ (183,414)	$ (386,073)
Net book value:
Balance,March 31,2021	$847	$221,149	$35,639	$191,152	$448,787
Balance,September 30,2021	$50,103	$359,359	$91,743	$255,572	$756,777

11. Related Party Transactions

Related parties include key management personnel and the entities controlled or directed by key management personnel. Key management personnel include Board of Directors and key executives of the Company together with certain individuals responsible for outsourced services who in the opinion of the Company have satisfied relevant criteria to be considered, key management personnel under applicable accounting standards based on the information available as of the date of issuance of these consolidated financial statements. Key management compensation are as follows:

	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	September 30,	September 30,	September 30,	September 30,
	2021	2021	2020	2020
Consulting expenses	$ 115,343	$ 713,015	$ 49,453	$ 56,446
Other operating expense	102,108	347,673	-	-
Share-based compensation (Note 12)	2,684,760	3,873,222	-	-
	$ 2,902,211	$ 4,933,910	$49,453	$56,446

As at September 30, 2021, $77,406 (March 31, 2021 - $39,347) is included in accounts payable and accrued liabilities owing to a directors or officers for consulting and director fees. The amounts due are unsecured, due on demand, and bear no interest.

During the six months ended September 30, 2021, the Company incurred legal fees of $67,618 with law firm at which a director, is a partner. Other operating expenses include administrative expenses for the three and six months ended September 30, 2021 of $23,036 and $93,180 and travel expenses for the three and six months ended September 30, 2021 of $79,072 and $209,396 that were paid on behalf of key management in the normal course of operations.

12 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves

Share capital

The Company’s authorized share capital consists of:

an unlimited number of common shares without par value; and
an unlimited number of preferred shares without special rights or restrictions attached.

On August 5, 2020, in connection with the completion of the reverse takeover acquisition, the Company consolidated its common shares on the basis of one post-consolidation share for ten pre-consolidation shares (Note 16).

As at September 30, 2021, the Company had 125,664,208 (March 31, 2021 - 110,981,737) common shares outstanding.

During the six months ended September 30, 2021:

On April 5, 2021, the Company issued 2,163,250 common shares for vested 987,500 PSU’s and 1,175,750 RSU’s to certain directors, officers, employees and consultants of the Company pursuant to terms and conditions of the Company's PSU and RSU Plan. The fair value of common shares issued was $2,376,023.

On May 7, 2021, the Company issued a total of 1,272,832 common shares for a fair value of $649,144 as consideration to acquire Little West (Note 19).

On May 18, 2021, the Company issued an aggregate of 646,909 common shares for a fair value of $304,047 to certain consultants of the Company at a price of $0.47 per common share for services rendered in accordance with the terms of their respective consulting agreements with the Company.

On May 26, 2021, the Company issued a total of 2,515,983 common shares for a fair value of $1,484,430 as consideration to acquire New Deli (Note 20).

On June 25, 2021, the Company issued a total of 3,777,778 common shares for a fair value of $1,813,333 as consideration to acquire LIV Marketplace assets (Note 21).

On September 16, 2021, the Company issued 2,972,500 common shares to certain directors, officers, employees and consultants of the Company pursuant to terms and conditions of the Company's PSU and RSU Plan. The fair value of common shares issued was $2,976,085.

On September 29, 2021, the Company issued a total of 1,206,553 common shares for a fair value of $615,342 in accordance with the terms of the acquire agreement with Little West (Note 19).

During the year ended March 31, 2021:

On August 5, 2020, the Company issued a total of 39,129,442 common shares at a fair value of $1,517,654 related to the reverse takeover acquisition of PlantX Living. In connection with the acquisition, the Company closed a private placement of 12,819,200 common shares at a price of $0.25 per share for total gross proceeds of $3,204,800 (Note 16). In addition, the Company also closed a seed round financing of 12,000,000 common shares at a price of $0.005 per share for total gross proceeds of $60,000.

On November 6, 2020, the Company issued a total of 10,782,559 common shares at a fair value of $6,841,976 as consideration to acquire Bloombox. In connection with the acquisition, the Company issued 1,251,255 common shares with a fair value of $1,080,098 as finders’ fee (Note 17).

13 -

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

In addition, the Company closed a non-brokered private placement of 12,819,200 common shares at a price of $0.25 per share for total gross proceeds of $3,204,800. The Company incurred in $14,000 issuance cost and issued 36,000 finders’ warrants for a fair value of $5,724 related to this offering.

On December 16, 2020, the Company closed a non-brokered private placement of 20,909,091 units of the Company at a price of $0.55 per unit for aggregate gross proceeds of $11,500,000. Each unit consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.75 per share until December 16, 2022. In the event that the trading price of the common shares on the CSE (or such other Canadian stock exchange on which the common shares are listed for trading) equals or exceeds $2 per common share for any period of 10 consecutive trading days, then the Company may, at its option, within 10 business days following such 10-day period, accelerate the warrant expiry date by issuing a press release, and, in such case, the warrant expiry date will be deemed to be 5 p.m. PT on the 30th day following the issuance of the warrant acceleration press release. The Company paid a total of $430,547 in finders' fees and issued an aggregate of 774,757 finders' warrants with a fair value of $841,835 to the finders in connection with the offering. Each finder's warrant entitles the finder to acquire one common share at an exercise price of $0.75 per share until the warrant expiry date unless otherwise accelerated pursuant to the warrant acceleration option.

On January 4, 2021, the Company issued a total of 158,979 common shares to third parties for a fair value of $206,673 in exchange of services.

On January 7, 2021, the Company issued a total of 1,897,152 common shares for a fair value of $1,943,492 as consideration to acquire Score (Note 18).

On March 22, 2021, the Company completed a public offering through the sale and issue of 19,102,765 units of the Company for gross proceeds of $20,057,903, including a partial exercise of the overallotment option (hereafter defined). Pursuant to an agency agreement between the company and Mackie Research Capital Corp. entered into on March 11, 2021, the agent acted as the lead agent and sole bookrunner for the offering. The Company granted the agent an option to purchase up to an additional 15% of the units, exercisable on or before April 21, 2021, at a price of $1.05 per unit, to cover overallotments. The overallotment option is exercisable to acquire additional units, common shares or warrants (or any combination thereof) at the discretion of the agent. Each unit consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $1.25 per warrant up to March 22, 2023, provided that if, at any time, the daily volume-weighted average trading price (or closing price on trading days when there are no trades) of the common shares on the CSE or, if the common shares are not listed on the CSE, then on such other recognized Canadian stock exchange on which the common shares are then listed, equals or exceeds $2 per common share over any 10 consecutive trading days, the Company shall be entitled, at its option, within 10 business days following such 10-day period, to accelerate the exercise period of the warrants through the issuance of a press release specifying the new expiry date and, in such case, the warrants will expire on the 30th day following the issuance of the acceleration notice. From and after the new expiry date specified in such acceleration notice, no warrants may be issued or exercised, and all unexercised warrants shall be void and of no effect following the new expiry date. The Company paid the agent a cash commission of $970,139 and finder fees of $441,544 and issued 923,943 finders’ warrants exercisable until March 22, 2023, at a price of $1.25 per share with a fair value of $518,793.

During the year ended March 31, 2021, the Company issued of 625,600 common shares with a fair value of $727,618 in settlement of debt of $688,964. The Company recognized a loss on debt settlement of $38,654 on the statement of loss and comprehensive loss (Note 11).

During the year ended March 31, 2021, the Company issued a total of 272,500 common shares for exercise of 272,500 options at an exercise price of $0.25.

During the year ended March 31, 2021, the Company issued 1,500,000 common shares for exercise of 1,500,000 options at an exercise price of $0.10 to a related party of the Company.

14 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves (Continued)

During the year ended March 31, 2021, the Company issued 19,800 common shares related to the exercise of 19,800 finders’ warrants at an exercise price of $0.25.

The Company has an obligation to issue 10,000 shares to a consultant of the Company as of March 31, 2021. The Company recognized $14,700 in the consolidated statement of changes in shareholders’ equity as an obligation to issue shares.

During the year ended March 31, 2021, the Company received an aggregate amount of $27,425 of share subscriptions.

Basic and diluted loss per share

The calculation of basic and diluted loss per share for the six months ended September 30, 2021 was based on the loss and comprehensive loss attributable to common shareholders of $17,900,247 (2020 - $3,908,142) and the weighted average number of common shares outstanding of 117,841,585 (2020 - 40,238,198).

Escrow shares (RTO)

As at September 30, 2021, 12,343,332 shares were held in escrow and will be released on each of the following dates:

Number of escrow shares	Date
3,085,833	February 10, 2022
3,085,833	August 10, 2022
3,085,833	February 10, 2023
3,085,833	August 10,2023

Stock Options, Performance Share Units, and Restricted Share Units

The Company has a stock option plan in place under which the Board of Directors may grant options to acquire common shares of the Company to qualified directors, officers, employees and other service providers. The stock options vest according to the provisions of the individual option agreements approved by the directors’ resolutions and have a maximum life of ten years. The plan allows for the issuance of up to 10% of the number of issued and outstanding common shares of the Company at any time on a non-diluted basis.

On August 10, 2020, the Company granted 3,962,036 stock options to the Company’s officers, consultants, and advisors. The stock options are exercisable at $0.25 for a period of five years until August 10, 2025. 300,000 of the stock options has a vesting term of two years on quarterly basis and 3,662,036 of the stock options has a vesting term of one year on quarterly basis. The fair value of the stock options was estimated to be $4,783,534 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 5 years; annualized volatility – 145.89%; risk-free interest rate – 0.27%; dividend rate – 0%. The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company. The Company recognized $4,105,445 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $150,501 and $628,818 in share-based compensation.

On December 2, 2020, the Company granted 1,815,000 stock options to the Company’s officers, consultants and employees. The stock options are exercisable at a price of $0.70 for a period of five years until December 2, 2025. One quarter of the options will vest every three months from the date of grant. The fair value of the stock options was estimated to be $1,063,850 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 5 years; annualized volatility – 124.38%; risk-free interest rate – 0.41%; dividend rate – 0%. The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company. The Company recognized $644,911 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $128,386 and $372,907 in share-based compensation.

15 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

On December 16, 2020, the Company granted 1,870,000 stock options to the Company’s consultants. The options are exercisable at a price of $1.45 for a period of five years until December 16, 2025. One quarter of the options will vest every three months from the date of grant. The fair value of the stock options was estimated to be $2,250,396 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 5 years; annualized volatility – 122.25%; risk-free interest rate – 0.38%; dividend rate – 0%.

The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company. The Company recognized $1,271,454 in share-based compensation during the year ended March 31, 2021. During the three months and six months ended September 30, 2021, the Company recognized $299,880 and $859,931 in share-based compensation.

The Company has an obligation to issue 10,000 options to a consultant. The options vest over a period of one year, with one quarter of the aggregate options vesting on each three-month anniversary of the grant date. The options are exercisable at a price of $1.65 for a period of 90 days.

The Company has an obligation to issue 6,000 options to a consultant. The options vest over a period of one year, with one quarter of the aggregate options vesting on each three-month anniversary of the grant date. The options are exercisable at a price of $1.52 for a period of 90 days.

The Company has an obligation to issue 800,000 options to a consultant. The options are exercisable at a price of $1.12 for a period of 10 years until February 26, 2031. Half of the options will vest on the date of the agreement, February 26, 2021 and the remainder of the options shall vest in equal quarterly installments of 100,000 each. The fair value of the stock options was estimated to be $850,599 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 10 years; annualized volatility – 122%; risk-free interest rate – 1.17%; dividend rate – 0%. The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company. The Company recognized $499,136 in share-based compensation during the year ended March 31, 2021. During the three months and six months ended September 30, 2021, the Company recognized $190,170 and $380,340 in share-based compensation.

As part of a new long-term incentive program to link pay to performance and align the interests of the Company's management, directors, employees with shareholders, the Company also announces that a restricted share unit (“RSU’s”) plan for eligible officers, directors, employees and consultants, and a performance share unit (“PSU’s”) plan for eligible employees and consultants were approved by the board of directors.

On December 2, 2020, the Company granted 3,950,000 PSUs to officers, consultants and employees of the Company. The PSUs have a term of one year and will vest as to one third every four months from the date of grant, subject to the achievement of certain performance metrics related to gross sales. The Company recognized $1,653,483 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $359,624 and $950,422 in share-based compensation.

The Company has an obligation to issue 50,000 PSUs to a consultant of the Company. The PSUs have a term of 180 days and will vest one third every 60-day term from the date of the agreement. The Company recognized $50,806 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $8,194 and $16,389 in share-based compensation.

On December 2, 2020, the Company granted 550,000 RSUs to directors of the Company. The RSUs have a term of one year of which one quarter of the RSUs will vest every three months from the date of grant. The Company recognized $232,365 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $46,742 and $136,022 in share-based compensation.

On December 17, 2020, the Company granted 4,153,000 RSUs to directors, officers and consultants of the Company.

16 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

The RSUs have a term of one year, of which one-quarter of the restricted share units will vest every three months from the date of grant. The Company recognized $3,551,814 stock-based compensation for the RSU vested during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $858,399 and $2,462,812 in share-based compensation.

The Company has an obligation to issue 30,000 RSUs to a consultant of the Company. The RSUs have a term of on year and will vest one quarter every 3 months from the date of the agreement. The Company recognized $22,145 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $11,842 and $23,684 in share-based compensation.

The Company has an obligation to issue 30,000 RSUs to a consultant of the Company. The RSUs have a term of on year and will vest one quarter every 3 months from the date of the agreement. The Company recognized $22,064 in share-based compensation during the year ended March 31, 2021. During the three and six months ended September 30, 2021, the Company recognized $11,895 and $23,790 in share-based compensation. During the year ended March 31, 2021, the Company issued a total of 272,500 common shares related to the exercise of 272,500 options at an exercise price of $0.25.

During the year ended March 31, 2021, the Company issued 1,500,000 common shares related to the exercise of 1,500,000 options at an exercise price of $0.10 to a related party of the Company.

On April 5, 2021, the Company granted 3,851,000 stock options to purchase common shares of the Company to certain directors, officers, employees and consultants of the Company. The options are exercisable for a 5-year period at a price of $0.80 per common share. One quarter of the options will vest every three months from the date of grant. The fair value of the stock options was estimated to be $2,354,603 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 5 years; annualized volatility – 119.21%; risk-free interest rate – 0.82%; dividend rate – 0%. The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company. The Company recognized $670,429 and $1,829,403 in share-based compensation during the three and six months ended September 30, 2021.

On the same date, the Company also granted 2,687,000 restricted RSU’s to certain directors, officers, employees and consultants of the Company pursuant to terms and conditions of the Company's restricted share unit plan. The RSU’s have a term of 1 year, of which a quarter of the RSU’s will vest every three months from the date of grant. The Company recognized $599,969 and $1,589,127 stock-based compensation for the RSU vested during the three and six months ended September 30, 2021.

On May 26, 2021, the Company granted 100,000 RSU’s to a consultant of the Company pursuant to terms and conditions of the Company's restricted share unit plan. The RSU’s have a term of 2 year, of the RSU’s will vest every monthly from the date of grant. The Company recognized $9,667 stock-based compensation for the RSU vested during the three and six months ended September 30, 2021.

During the three months and six months ended September 30, 2021, the Company issued 110,000 common shares related to the exercise of 110,000 options at an exercise price of $0.25 to a related party of the Company.

On September 15, 2021, the Company granted 2,880,000 RSU’s to certain directors, officers, employees and consultants of the Company pursuant to terms and conditions of the Company's restricted share unit plan. The RSU’s have a term of 1 year, of which a quarter of the RSU’s will vest every three months from the date of grant. The Company recognized $46,800 stock-based compensation for the RSU vested during the three and six months ended September 30, 2021.

On September 15, 2021, the Company granted 120,000 stock options to purchase common shares of the Company to

17 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

certain directors, officers, employees and consultants of the Company. The options are exercisable for a 5-year period at a price of $0.42 per common share. One quarter of the options will vest every three months from the date of grant. The fair value of the stock options was estimated to be $46,229 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 5 years; annualized volatility – 155.17%; risk-free interest rate – 0.77%; dividend rate – 0%. The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company. The Company recognized $1,900 in share-based compensation during the three and six months ended September 30, 2021.

A summary of the Company’s outstanding stock options as at September 30, 2021 is as follows:

		Weighted Average
	Number of Options	Exercise Price
Outstanding, March 31, 2020	1,500,000	$ 0.10
Replaced*	(1,500,000)	-
Granted*	1,500,000	0.10
Granted	8,463,036	0.59
Expired	(125,000)	0.25
Exercised	(272,500)	0.25
Exercised	(1,500,000)	0.12
Outstanding, March 31, 2021	8,065,536	$ 0.60
Granted	3,851,000	0.80
Granted	120,000	0.25
Exercised	(110,000)	0.25
Expired	(16,000)	1.60
Expired	(125,000)	0.25
Outstanding,September 30,2021	11,785,536	$0.67

*On August 5, 2020, the Company granted 1,500,000 replacement stock options to certain directors and officers pursuant to the reverse takeover acquisition with PlantX Living (Note 16). The stock options are exercisable for common shares of the Company at an exercise price of $0.10 per share until August 5, 2022. The fair value of the new stock options was estimated to be $293,949 which is higher than the fair value recognized as of the original issuance of stock options. As a result, the Company recognized an additional $286,071 in share-based compensation during the year ended March 31, 2021 for this amendment. The fair value was determined using the Black-Scholes Option Pricing Model at the amendment date with the following assumptions: share price of $0.25; expected life – 2 years; annualized volatility – 128.15%; risk-free interest rate – 0.23%; dividend rate – 0%.

18 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

A summary of the Company’s outstanding PSU’s and RSU’s as at September 30, 2021 are as follows:

	Number of PSU’s
Outstanding, October 11, 2019 (date of incorporation) and March 31, 2020	-
Granted	4,000,000
Outstanding, March 31, 2021	4,000,000
Exercised	(987,500)
Exercised	(987,500)
Outstanding,September 30,2021	2,025,000

	Number of RSU’s
Outstanding, October 11, 2019 (date of incorporation) and March 31, 2020	-
Granted	4,763,000
Outstanding, March 31, 2021	4,763,000
Granted	2,667,276
Granted	100,000
Granted	2,880,000
Exercised	(1,175,750)
Exercised	(1,985,000)
Exercised	(16,667)
Outstanding,September 30,2021	7,232,859

During the three and six months ended September 30, 2021, the Company recognized a total of $659,436 and $1,648,593 in share-based compensation.

The following summarizes information about stock options outstanding and exercisable at September 30, 2021:

	Options	Options	Exercise	Remaining life
Expiry date	outstanding	exercisable	price	(years)
August 10, 2025	3,564,536	3,224,073	$ 0.25	3.86
December 2, 2025	1,815,000	1,517,432	$ 0.70	4.18
December 16, 2025	1,870,000	1,521,916	$ 1.45	4.21
February 26, 2031	800,000	500,000	$ 1.12	9.41
April 5, 2025	3,851,000	1,895,524	$ 0.80	3.52
September 15,2026	120,000	120,000	$0.42	4.96

Warrants

On August 5, 2020, in connection with the completion of the reverse takeover acquisition, the Company issued 36,000 finders’ warrants (Note 16). The fair value of the warrants was estimated to be $5,724 using the Black-Scholes Option Pricing Model and the following assumptions: expected life – 2 years; annualized volatility – 128.15%; risk-free interest rate – 0.23%; dividend rate – 0%.

In connection with the non-brokered private placement on December 16, 2020, the Company issued 20,909,091 warrants at an exercise price of $0.75 per share until December 16, 2022. In the event that the trading price of the common shares on the Canadian Securities Exchange (or such other Canadian stock exchange on which the common shares are listed for trading) equals or exceeds $2 per common share for any period of 10 consecutive trading days,

19 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

12. Share Capital and Reserves (Continued)

Warrants (continued)

then the Company may, at its option, within 10 business days following such 10-day period, accelerate the warrant expiry date by issuing a press release, and, in such case, the warrant expiry date will be deemed to be 5 p.m. PT on the 30th day following the issuance of the warrant acceleration press release. The fair value of the warrants was estimated to be $4,924,682 using the Black-Scholes Option Pricing Model and the following assumptions: expected life – 2 years; annualized volatility – 129.05%; risk-free interest rate – 0.24%; dividend rate – 0%.

The Company issued an aggregate of 774,757 finders’ warrants at an exercise price of $0.75 per share until December 16, 2022. The fair value of the warrants was estimated to be $841,835 using the Black-Scholes Option Pricing Model and the following assumptions: expected life – 2 years; annualized volatility – 129.05%; risk-free interest rate – 0.24%; dividend rate – 0%.

In connection with the public offering on March 22, 2021, the Company issued 19,102,765 warrants at an exercise price of $1.25 per share until March 22, 2023. In the event that the trading price of the common shares on the CSE (or such other Canadian stock exchange on which the common shares are listed for trading) equals or exceeds $2 per common share for any period of 10 consecutive trading days, the Company shall be entitled, at its option, within 10 business days following such 10-day period, accelerate the warrant expiry date by issuing a press release, and, in such case, the warrants will expire on the 30th day following the issuance of the acceleration notice. From and after the new expiry date specified in such acceleration notice, no warrants may be issued or exercised, and all unexercised warrants shall be void and of no effect following the new expiry date. The fair value of the warrants was estimated to be $7,505,533 using the Black-Scholes Option Pricing Model and the following assumptions: expected life – 2 years; annualized volatility – 132.21%; risk-free interest rate – 0.27%; dividend rate – 0%.

The Company also granted to the agent an additional of 923,943 finders’ warrants exercisable at any time up to March 22, 2023, to purchase common shares at a price of $1.25 per warrant. The fair value of the finders’ warrants was estimated to be $518,793 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: expected life – 2 years; annualized volatility – 132.21%; risk-free interest rate – 0.27%; dividend rate – 0%. The expected volatility is based on historical prices of comparable companies within the same industry due to the lack of historical pricing information for the Company.

During the year ended March 31, 2021, the Company issued 19,800 common shares related to the exercise of 19,800 finders’ warrants at an exercise price of $0.25.

A summary of the Company’s outstanding warrants as at September 30, 2021 is as follows:

		Weighted
	Number of	Average Exercise
	Warrants	Price
Outstanding, October 11, 2019 (date of incorporation) and March 31, 2020	-	$ -
Issued	41,746,556	0.99
Exercised	(19,800)	0.25
Outstanding,March 31,2021 and September 30,2021	41,726,756	$0.99

The following summarizes information about warrants outstanding and exercisable at September 30, 2021:

	Warrants
Expiry date	outstanding	Exercise price	Remaining life (years)
August 5, 2022	16,200	$ 0.25	1.10
December 16, 2022	21,683,848	$ 0.75	1.46
March 22,2023	20,026,708	$1.25	1.73

20 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

13. Revenue and Geographic Information

During the six months ended September 30, 2021, 87% (2020 - 90%) of revenues were earned from one customer. Revenue derived from customers located in the following geographic areas:

	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	September 30,	September 30,	September 30,	September 30,
	2021	2021	2020	2020
United States	$ 962,072	$ 3,348,489	$ 327,002	$ 459,186
United Kingdom	802,475	1,720,408	-	-
Canada	1,062,243	1,847,598	-	706
	$2,826,790	$6,916,495	$327,002	$459,892

As at September 30, 2021, the Company recognized unearned revenue of $80,154 (2020 - $81,156) which represents payments received for products shipped subsequent to the period end.

14. Loans payable

The Company assumed from the acquisition of Bloombox (Note 17) a £50,000 6-year unsecured UK government loan with no interests for the first 12 months as a result of the acquisition. The loan is payable with 60 monthly installments of £833 starting the payments on June 4, 2021. The loan is recorded at amortized cost, with a 4% effective interest rate, and the carrying value as at September 30, 2021 is $79,905. The Company intends to repay this loan within 1 year.

During the year ended March 31, 2021, the Company received an aggregate $60,000 from Canada Emergency Business Account (“CEBA”). The interest free loan is used to finance operating costs which was offered by the Government of Canada through the Company’s bank in response to the COVID19 pandemic. If the balance is repaid on or before December 31, 2021 will result in loan forgiveness of $20,000. Commencing on January 1, 2023, interest will accrue on the balance of the term of the loan at the rate of 5% fixed interest per year. Since, the Company is expecting to repay this loan before December 31, 2022, the $20,000 for the forgiveness of the loan was recognized as other income in consolidated statements of loss and comprehensive loss. The carrying value of the loan as at September 30, 2021 was $40,000.

Little West LLC received a loan amounting to USD 150,000 from Small Business Administration (SBA) @3.75% per annum payable in 30 years. Additionally, Little West received USD 62,000 from (SBA) @ 1% interest under Paycheck Protection Program (PPP) payable in 60 months. The carrying value of the loan as at September 30, 2021 was $270,257(USD 212,000). The loan is used to finance operating costs. Subsequent to the quarter end, the SBA loan of USD 62,000 has been waived off.

15. Capital Risk Management

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. The Company considers the items included in shareholders’ equity as capital. The Company’s primary source of capital comes from the issuance of capital stock.

The Company manages and adjusts its capital structure when changes in economic conditions occur. To maintain or adjust the capital structure, the Company may seek to additional funding through issuance of new shares or new debt. The Company may require additional capital resources to meet its administrative overhead expenses in the long term. The Company believes it will be able to raise capital as required in the long-term but recognizes there will be risks involved that may be beyond its control. The Company is not subject to external capital requirements and there were no changes to the Company approach to the management of capital.

21 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

16. Reverse Takeover Acquisition of PlantX Living

On August 5, 2020, the Company completed a reverse takeover acquisition transaction with PlantX Living. In connection with the transaction, the Company consolidated its common shares on the basis of one post-consolidation share for ten pre-consolidation shares and changed its name to Vegaste Technologies on July 17, 2020. The transaction constitutes a fundamental change pursuant to Policy 8, Fundamental Changes and Change of Business of the CSE, and the Company will carry on the business of PlantX Living, which is now a wholly owned subsidiary of the Company.

The Company acquired all of the issued and outstanding shares of PlantX Living through an amended and restated share exchange agreement dated July 10, 2020, as amended on July 29, 2020, among the Company, PlantX Living and all of the shareholders of PlantX Living. Pursuant to the transaction, the Company issued to the shareholders of PlantX Living an aggregate of 35,572,220 common shares (Note 12). Outstanding stock options of PlantX Living by their terms became exercisable for an aggregate of 1,500,000 common shares of the Company.

In connection with the transaction, the Company issued 3,557,222 common shares to an arm's-length finder at a deemed price of $0.25 per common share as finders' fees (Note 12).

The Company does not meet the definition of a business; therefore the transaction is outside of the scope of IFRS 3 Business Combinations . Instead, the transaction will be accounted for under IFRS 2 Share-based Payment . Under this basis of accounting, the consolidated entity is considered to be a continuation of PlantX Living with the net identifiable assets of the Company deemed to have been acquired by PlantX Living. The results of operations from the Company are included in the financial statements since the date of acquisition.

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Fair value of consideration (2,513,384 shares at $0.25 per share)*	$	628,346
Allocated as follows:
Identified fair value of net assets:
Cash		30,578
GST recoverable		96,789
Due from PlantX Living		38,850
Accounts payable and accrued liabilities		(495,219)
Net liabilities assumed		(329,002)
		1,846,654
Transaction costs and finders’fee (3,557,222 shares at $0.25 per share)		1,235,485
Listing expense	$	2,192,833

*The fair value of the 2,513,384 shares issued for the transaction and the 3,557,222 shares issued as finders’ fees were estimated to be $0.25 per share using the price of the concurrent private placement (Note 12).

22 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

17. Acquisition of Bloombox Club Ltd.

On November 6, 2020 (the “Completion Date”), the Company completed its acquisition of Bloombox a UK-based e- commerce platform that sells and delivers indoor plants to their established wellness community via subscription service and online store. The Company acquired all of the issued and outstanding shares of Bloombox for an aggregate purchase price of £8,000,000, a combination of £560,000 (C$968,766) in cash and £7,440,000 in common shares in the capital of the Company. The Company issued an aggregate of 10,782,559 common shares (the “Consideration Shares”) as at a fair value of $6,841,976 (Note 12). The Consideration Shares are in a pool and will be released based on the following schedule:

20% at the Completion Date;
15% on the three-month anniversary of the Completion Date;
15% on the six-month anniversary of the Completion Date;
15% on the nine-month anniversary of the Completion Date;
15% on the twelve-month anniversary of the Completion Date;
10% on the fifteen-month anniversary of the Completion Date; and
The remaining 10% on the eighteen-month anniversary of the Completion Date.

As at September 30, 2021, 3,773,896 shares are held in escrow.

For accounting purposes, the acquisition of Bloombox was considered a business combination and accounted for using the acquisition method. The results of operations from Bloombox are included in the consolidated financial statements from the date of acquisition.

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Cash (GBP560,000 at 1.72994)	$	968,766
Fair value of consideration (10,782,559 shares at $0.83 per share)		8,949,523
Discount for shares in pool		(2,107,547)
		7,810,742
Allocated as follows:
Identified fair value of net assets:
Cash		384,373
Prepayments		27,247
Inventories		29,488
Office equipment (Note 10)		5,331
Accounts payable and accrued liabilities		(481,070)
Loans payable (Note 14)		(96,609)
Net liabilities assumed		(131,240)
Intangible assets (Note 8)		477,000
Goodwill(Note 8)	$	7,464,982

23 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

18. Acquisition of Score

On January 7, 2021, the Company completed the acquisition of Score, a privately held company that operates the Squamish, British Columbia based Locavore Bar & Grill, and other related businesses including the Cloudburst Cafe and Locavore Food Truck. On January 7, 2021, the Company name was changed to PlantX Living Squamish Inc. The Company acquired all of the issued and outstanding common shares of Score by the issuance of 1,897,152 common shares of the Company with a fair value of $1,943,492 and the payment of $327,435 cash (Note 12). The Consideration Shares are in a pool and will be released based on the following schedule:

10% at the Completion Date;
30% on the three-month anniversary of the Completion Date;
30% on the six-month anniversary of the Completion Date and;
The remaining 30% on the eighteen-month anniversary of the Completion Date.

As at September 30, 2021, 569,145 shares are held in escrow.

For accounting purposes, the acquisition of Score was considered a business combination and accounted for using the acquisition method. The results of operations from Score are included in the consolidated financial statements from the date of acquisition. The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Cash	$	327,435
Fair value of share consideration (1,897,152 shares at $1.31 per share)		2,485,269
Discount for shares in pool		(541,777)
		2,270,927
Allocated as follows:
Identified fair value of net assets:
Cash		25,336
Receivables		10,462
Prepayments		4,381
Inventories		22,531
Property and equipment (Note 10)		331,312
Accounts payable and accrued liabilities		(88,429)
Due from PlantX Life Inc.		(3,591)
Loan payable (Note 14)		(82,555)
Net assets assumed		219,447
Intangible (Note 8)		10,000
Goodwill (Note 8)	$	2,041,480

Management determined that the carrying value of the goodwill as at March 31, 2021 has been impaired by $1,112,940. The carrying value of the goodwill as at September 30, 2020 is $928,540. As at September 30, 2021, 1,707,437 shares are held in escrow.

24 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

19. Acquisition of Little West

On May 10, 2021, the Company closed the acquisition of Little West LLC (“Little West”), through PlantX Lifestyle USA Inc., (“PlantX USA”) a newly incorporated wholly owned subsidiary of the Company, to acquire all of the issued and outstanding limited liability membership interest of Little West. Little West is a privately owned, California-based coldpressed juice company that offers a wide range of curated cold-pressed juices and products that emphasize health and wellness with a focus on locally sourced, high-quality and fresh ingredients (Note 1).

PlantX USA acquired all of the issued and outstanding limited liability membership interest of the Little West for an initial consideration consisting of:

issuance of an aggregate of 6,703,143 shares of the Company;
issuance of additional shares of the Company to the vendors upon the satisfaction of certain financial performance milestones during each of Little West's seven fiscal quarters immediately following the closing of the acquisition;
payment of US$385,000 in cash; and,
issuance of an aggregate of 602,531 shares of the Company to repay certain indebtedness and expenses of Little West.

As at September 30, 2021, 4,826,274 shares are held in escrow.

For accounting purposes, the acquisition of Little West was considered a business combination and accounted for using the acquisition method. The results of operations from Little West are included in the consolidated financial statements from the date of acquisition.

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Cash	$	445,158
Fair value of share consideration (1,272,832 shares at $0.51 per share)		649,144
Fair value of shares to be issued (6,032,842 shares at $0.51 per share)		3,076,750
		4,171,052
Allocated as follows:
Identified fair value of net assets:
Cash		18,116
Receivables		222,969
Prepayments		52,971
Inventories		41,128
Property and equipment (Note 10)		132,951
Website		56,086
Accounts payable and accrued liabilities		(509,164)
Loan payable (USD 212,117, Note 14)		(256,555)
Net liabilities assumed		(241,498)
Goodwill(Note 8)	$	4,412,550

Management is in the process of gathering the relevant information that existed at the acquisition dates to determine the fair value of the net identifiable assets acquired and liabilities assumed. As such, the initial purchase prices were provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to finalize the purchase price allocation for the fair value of identifiable intangible assets and the allocation of goodwill.

25 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

20. Acquisition of Plant-Based Deli

On May 27, 2021, the Company, through PlantX USA, completed its acquisition of all of the issued and outstanding membership interests of MK Cuisine Global LLC’s Plant-Based Deli LLC (“New Deli”) for an aggregate purchase price of US$1,569,999. The purchase price was satisfied by a combination of US$471,000 in cash and 2,515,983 common shares of the Company. New Deli is a sustainable and plant-based neighborhood bodega located in Venice Beach, California (Note 1). The Consideration Shares are in a pool and will be released based on the following schedule:

10% at the Completion Date;
15% on the three-month anniversary of the Completion Date;
15% on the six-month anniversary of the Completion Date;
15% on the nine-month anniversary of the Completion Date;
15% on the twelve-month anniversary of the Completion Date;
15% on the fifteen-month anniversary of the Completion Date; and
The remaining 15% on the eighteen-month anniversary of the Completion Date.

As at September 30, 2021, 1,886,920 shares are held in escrow.

For accounting purposes, the acquisition of New Deli was considered a business combination and accounted for using the acquisition method. The results of operations from New Deli are included in the consolidated financial statements from the date of acquisition.

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Cash (USD471,000 at 1.22912)	$	578,915
Fair value of share consideration (2,515,983 shares at $0.59 per share)		1,484,430
		2,063,345
Allocated as follows:
Identified fair value of net assets:
Cash		19,866
Receivables		4,033
Prepayments		35,012
Inventories		36,245
Accounts payable and accrued liabilities		(99,990)
Loan payable (Note 14)		(38,272)
Net liabilities assumed		(43,106)
Goodwill(Note 8)	$	2,106,451

Management is in the process of gathering the relevant information that existed at the acquisition dates to determine the fair value of the net identifiable assets acquired and liabilities assumed. As such, the initial purchase prices were provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary, and subject to change. Management continues to finalize the purchase price allocation for the fair value of identifiable intangible assets and the allocation of goodwill.

26 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

21. Acquisition of New Deli (LIV)

On June 25, 2021, the Company, through its wholly owned subsidiary New Deli Hillcrest LLC, completed the acquisition of certain assets of LIV Marketplace LLC (“LIV Marketplace”) for an aggregate purchase price of US$3,246,938.73. The purchase price was satisfied by (i) US$450,000 in cash; (ii) 3,777,778 common shares; (iii) the assumption of $1,000,000 in debt owed by LIV Marketplace to the Company; and (iv) US$96,938 in inventory. California-based LIV Marketplace is the exclusive on-line fulfilment partner and retail distributor of the Company’s products within the United States (Note 1).

In addition, the consideration shares will be released in accordance with the following release schedule:

10% of the consideration shares will be immediately released upon closing.
15% will be released three months from closing.
15% will be released six months from closing.
15% will be released nine months from closing.
15% will be released 12 months from closing.
15% will be released 15 months from closing.
The remaining 15% will be released 18 months from closing.

As at September 30, 2021, 2,833,333 shares are held in escrow.

For accounting purposes, the acquisition of LIV was considered a business combination and accounted for using the acquisition method. The results of operations from LIV are included in the consolidated financial statements from the date of acquisition.

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired, and liabilities assumed as of the date of acquisition:

Cash (USD546,000 at 1.25991)	$	687,912
Fair value of share consideration (3,777,778 shares at $0.48 per share)		1,813,333
Accounts receivable forgiven		1,222,223
		3,723,468
Allocated as follows:
Identified fair value of net assets:
Inventories		118,480
Net assets		118,480
Goodwill(Note 8)	$	3,604,988

Management is in the process of gathering the relevant information that existed at the acquisition dates to determine the fair value of the net identifiable assets acquired and liabilities assumed. As such, the initial purchase prices were provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary, and subject to change. Management continues to finalize the purchase price allocation for the fair value of identifiable intangible assets and the allocation of goodwill.

27 -

PlantX Life Inc. (formerly Vegaste Technologies Corp.) Notes to Condensed Interim Consolidated Financial Statements For the three months and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

22. Segment Information

The operating segments of the Company are identified as Vegaste, PlantX Living Inc, Bloombox, Score (“Squamish”), Israel, Little West, Plant-Based Deli and New Deli (LIV Marketplace assets). In determining the operating segments, management considered the product mix as well as the geographical segments that the business units sell under. Disclosure by segment pertaining to income statement transactions are for the three and six months ended September 30, 2021, and 2020. The asset and liability balances are as at September 30, 2021 and March 31, 2021.

Income statement Items three months ended:

September 30, 2021	PlantX Life	PlantX Living	Vegaste	Bloombox	Squamish	Israel	Little West	Plant-Based Deli	New Deli	Plant X Nevada	Consolidated
Sales	$ -	$ 132,729	$ 225,956	$ 802,475	$ 929,514	$ -	$ 601,016	$ 135,100	$ -	$ -	$ 2,826,790
Cost of sales	-	(22,654)	(106,019)	(481,484)	(407,878)	-	(403,305)	(112,487)	-	-	(1,533,827)
Gross margin	$-	$110,075	$119,937	$320,991	$521,636	$-	$ 197,711	$22,613	$-	$ -	$1,292,963
Net loss before taxes	$ (5,003,744)	$ (442,460)	$(1,144,122)	$ (502,676)	$ (71,915)	$ (97,727)	$ (143,519)	$ (33,102)	$ (114,395)	$ (63,503)	$ (7,617,163)

								Plant-Based
September 30, 2020	PlantX Life	PlantX Living	Vegaste	Bloombox	Squamish	Israel	Little West	Deli	New Deli	Plant X Nevada	Consolidated
Sales	$ 327,002	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 327,002
Cost of sales	(311,089)	-	-	-	-	-	-	-	-	-	(311,089)
Gross margin	$15,913	$-	$-	$-	$-	$-	$-	$-	$-	$-	$15,913
Net loss before taxes	$(3,774,112)	$-	$-	$-	$-	$-	$-	$-	$-	$ -	$ (3,774,112)

(i) PlantX Life was initially “Winston Resources Inc.” as at September 30, 2020 and changed its name on August 5, 2020.

28 -

22. Segment Information (Continued)

Income statement Items six months ended:

								Plant-Based
September 30, 2021	PlantX Life	PlantX Living	Vegaste	Bloombox	Squamish	Israel	Little West	Deli	New Deli	Plant X Nevada	Consolidated
Sales	$ -	$ 242,588	$ 2,304,596	$ 1,720,408	$ 1,605,010	$ -	$ 849,006	$ 194,887	$ -	$ -	$ 6,916,495
Cost of sales	-	(100,563)	(1,992,774)	(1,032,245)	(657,212)	-	(558,791)	(144,834)	-	$ -	(4,486,419)
Gross margin	$-	$142,025	$311,822	$688,163	$947,798	$-	$290,215	$50,053	$-	$ -	$2,430,076
Net loss before taxes	$ (13,119,858)	$ (1,036,904)	$(1,799,405)	$(1,170,689)	$ (119,632)	$ (170,530)	$ (198,340)	$ (77,530)	$ (143,856)	$ (63,503)	$ (17,900,247)

								Plant-Based
September 30, 2020	PlantX Life	PlantX Living	Vegaste	Bloombox	Squamish	Israel	Little West	Deli	New Deli	Plant X Nevada	Consolidated
Sales	$ 459,892	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 459,892
Cost of sales	(433,392)	-	-	-	-	-	-	-	-	-	(433,392)
Gross margin	$26,500	$-	$-	$-	$-	$-	$-	$-	$-	$-	$26,500
Net loss before taxes	$(3,908,132)	$-	$-	$-	$-	$-	$-	$-	$-	$ -	$ (3,908,132)

(i) PlantX Life was initially “Winston Resources Inc.” as at September 30, 2020 and changed its name on August 5, 2020.

Balance Sheet items :

As at September 30,								Plant-Based
2021	PlantX Life	PlantX Living	Vegaste	Bloombox	Squamish	Israel	Little West	Deli	New Deli	Plant X Nevada	Consolidated
Assets	$ 8,805,710	$ 441,939	$ 2,046,407	$ 8,086,779	$ 2,215,407	$ 518,297	$ 5,186,634	$ 2,665,515	$ 4,008,138	$ 1,079,808	$ 35,054,634
Liabilities	$1,003,611	$151,021	$148,412	$778,959	$313,317	$225,272	$597,108	$638,834	$16,672	$904,262	$4,777,468
								Plant-Based
As at March 31, 2021	PlantX Life	PlantX Living	Vegaste	Bloombox	Squamish	Israel	Little West	Deli	New Deli	Plant X Nevada	Consolidated
Assets	$ 1,002,641	$ 19,636,754	$ 2,909,226	$ 8,554,999	$ 1,590,586	$ 147,915	-	-	-	-	$ 33,842,121
Liabilities	$55,124	$729,920	$46,588	$1,302,143	$178,902	$13,001	-	-	-	-	$2,325,677

29 -

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

23. Subsequent events

On November 11, 2021, PlantX acquired majority equity interests in Eh Coffee Corp. (“Eh Coffee”) and Portfolio Coffee Inc. (“Portfolio Coffee”) from their respective shareholders for a purchase price comprised of 913,320 common shares and $434,058 cash. Upon the closing the Transaction, the cash consideration was paid, and 182,664 commons shares were issued at a deemed issuance price of $0.41 per share. The other 730,656 commons shares are to be issued in four equal tranches of 182,664 PlantX Shares on the 3-month, 6-month, 9-month and 12-month anniversaries of the closing date of the subject to the terms and conditions of the Purchase Agreement and applicable securities laws.

30 -

AI assistant

Jiva Technologies Inc. — Interim / Quarterly Report 2022

46924_rns_2021-11-29_d88470fe-c221-4170-b60d-880a7c76470a.pdf

PLANTX LIFE INC.

MANAGEMENT’S COMMENTS ON UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PlantX Life Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars)

PlantX Life Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three months and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

PlantX Life Inc.

Condensed Interim Consolidated Statements of Cash Flows For the six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

PlantX Life Inc. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) (Unaudited)

PlantX Life Inc.

1. Nature of Operations

2. Going Concern Assumption

PlantX Life Inc.

2. Going Concern Assumption (Continued)

3. Statement of Compliance and Basis of Presentation

(a) Basis of presentation and measurement

(b) Basis of consolidation

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

3. Statement of Compliance and Basis of Presentation (Continued)

(b) Basis of consolidation (Continued)

4. New Significant Accounting Policies

(a) Inventory

5. Risk Management and Financial Instruments

Fair value

PlantX Life Inc.

5. Risk Management and Financial Instruments (Continued)

Fair value (continued)

Credit risk

Liquidity risk

Market risk

6. Prepaid and deposits

PlantX Life Inc.

7. Accounts Payable and Accrued Liabilities

8. Intangible Assets and Goodwill

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

9. Lease Assets and Liabilities

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

10. Property and Equipment

11. Related Party Transactions

PlantX Life Inc.

12. Share Capital and Reserves

Share capital

During the six months ended September 30, 2021:

During the year ended March 31, 2021:

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

Basic and diluted loss per share

Escrow shares (RTO)

Stock Options, Performance Share Units, and Restricted Share Units

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

Stock Options, Performance Share Units, and Restricted Share Units (continued)

Warrants

PlantX Life Inc.

12. Share Capital and Reserves (Continued)

Warrants (continued)

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

13. Revenue and Geographic Information

14. Loans payable

15. Capital Risk Management

PlantX Life Inc.

Notes to Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) (Unaudited)

16. Reverse Takeover Acquisition of PlantX Living

Jiva Technologies Inc. Interim / Quarterly Report 2022