Meed Growth Corp. — Interim / Quarterly Report 2021

Nov 25, 2021

Interim Condensed Financial Statements (Expressed in Canadian dollars)

MEED GROWTH CORP.

(A Capital Pool Corporation)

For the three-month period ended September 30, 2021 and the period from the date of incorporation on February 2, 2021 to September 30, 2021

Notice of No Auditor Review of the Interim Financial Statements

_________________

The accompanying unaudited interim financial statements of the Corporation have been prepared by and are the responsibility of the Corporation’s management. The Corporation’s independent auditor has not performed a review of these financial statements in accordance with standards established by the CPA Canada for a review of interim financial statements by an entity’s auditor.

November 23, 2021

MEED GROWTH CORP.

(A Capital Pool Corporation)

Unaudited Interim Condensed Statement of Financial Position

September 30, 2021

Assets Cash $ 821,493	Assets Cash $ 821,493
$ 821,493
Liabilities and Shareholders’ Equity Accounts payable and accrued liabilities $ 10,000 Shareholders’ equity: Share capital (note 4) 848,849 Contributed surplus (note 4) 118,784 Deficit (156,140) 811,493
	811,493
	$ 821,493

See accompanying notes to financial statements.

Approved on behalf of the Board:

John Simmons Director CEO (Signed)	Matthew Gustavson Director CFO (Signed)

November 23, 2021

1

MEED GROWTH CORP.

(A Capital Pool Corporation)

Unaudited Interim Condensed Statement of Operations and Comprehensive Loss

			Period from
			the date of
			incorporation on
	Three	months	February 2,
		ended	2021 to
	September 30,		September 30,
		2021	2021
Expenses:
General and administrative	$	7,798	$ 37,490
Professional and incorporation fees (note 6)		207	27,017
Share based compensation (note 4)		-	91,633
Loss and comprehensive loss for theperiod	$	8,005	$ 156,140
Basic and diluted net lossper share	$	(0.01)	$ (0.01)

See accompanying notes to financial statements.

November 23, 2021

2

MEED GROWTH CORP.

(A Capital Pool Corporation)

Unaudited Interim Condensed Statement of Changes in Shareholders’ Equity

Period from the date of incorporation on February 2, 2021 to September 30, 2021

		Share	Contributed	Contributed
		capital		surplus		Deficit		Total
Balance at the date of
incorporation	$	-	$	-	$	-	$	-
Issuance of common shares		400,000		-		-		400,000
Issuance of common shares
pursuant to initial public offering		400,000		-		-		400,000
Issuance of common shares
pursuant to private placement		150,000		-		-		150,000
Less: share issuance cost		(101,151)		27,151		-		(74,000)
Share-based compensation		-		91,633		-		91,633
Loss for the period		-		-		(156,140)		(156,140)
Balance at end ofperiod	$	848,849	$	118,784	$	(156,140)	$	811,493

See accompanying notes to financial statements.

November 23, 2021

3

MEED GROWTH CORP.

(A Capital Pool Corporation)

Unaudited Interim Condensed Statement of Cash Flows

Period from the date of incorporation on February 2, 2021 to September 30, 2021

Cash provided by (used in):
Operations:
Loss for the period	$ (156,140)
Items not affecting cash:
Share-based compensation	91,633
Change in non-cash operating accounts:
Accountspayable	10,000
	(54,507)
Financing:
Common shares issued	950,000
Cash share-issuance costs	(74,000)
	876,000
Increase in cash	876,000
Cash, at the date of incorporation	-
Cash,end ofperiod	$ 821,493

See accompanying notes to financial statements.

November 23, 2021

4

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to the Unaudited Interim Condensed Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

1. Incorporation and nature of operations:

Meed Growth Corp. (the “Corporation”), was incorporated under the British Columbia Business Corporations Act on February 2, 2021 (the “Date of Incorporation”) and is in the process of applying for status as a Capital Pool Corporation, as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Corporation has not commenced operations and has no assets other than cash and deferred offering costs. The Corporation’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition or business will be subject to the approval of the Exchange and in case of a non-arm’s length transaction, of the majority of the Corporation’s minority shareholders.

Where a QT has been identified, the ability of the Corporation to complete the transaction may require additional funding. There is no assurance that the Corporation will be successful in obtaining any additional funding.

The registered office of the Corporation is located at Suite 1200, 200 Burrard St., Vancouver, BC, and its principal place of business is 250 Bay St, Victoria, British Columba V9A 3K5.

On November 23, 2021, the Board of Directors of the Corporation approved the financial statements for the period from the Date of Incorporation on February 2, 2021 to September 30, 2021.

2. Basis of presentation:

• (a) Statement of compliance:

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

• (b) Basis of preparation:

The financial statements are presented in Canadian dollars, which is the Corporation's functional and reporting currency.

The financial statements are prepared on a historical cost basis. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

November 23, 2021

5

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

2. Basis of presentation (continued):

(c) Use of estimates and judgements:

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

3. Significant accounting policies:

The significant accounting policies applied in the preparation of these interim financial statements are consistent with the accounting policies disclosed in Note 3 of the audited financial statements for the period from the date of incorporation on February 2, 2021 to February 28, 2021. These interim statements should be read in conjunction with the Company’s audited financial statements for the period from incorporation on February 2, 2021 to February 28, 2021.

(a) Share-based compensation:

The fair value of the share-based compensation awards is determined at the grant date using the Black-Scholes option pricing model. The fair value of the award is charged to the Statement of Loss and Comprehensive Loss (unless they are considered to be share issuance costs in which case they are booked as a reduction to share capital) and credited to contributed surplus (within Shareholders’ Equity on the Statement of Financial Position) rateably over the vesting period, after adjusting for the number of awards that are expected to vest. The expense for forfeited awards previously recognized are reversed. For awards that are cancelled, any expense not yet recognized is recognized immediately in the Statement of Loss and Comprehensive Loss. Where the terms of an equity-settled award are modified, as a minimum an expense recognized for any modification which increases the total fair value of the share-based payment arrangement as measured at the date of modification, over the remainder of the vesting period.

Management uses the Black-Scholes option pricing model to determine the fair value of employee stock options. This model required assumptions of the expected future price volatility of the Company’s common shares, expected life of the options, and future risk-free interest rates of the Company’s common shares.

November 23, 2021

6

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

4. Share capital:

Authorized: Unlimited voting common shares Unlimited preferred shares Issued: 13,500,000 common shares $ 848,849

(a) Share capital:

During the period ended September 30, 2021, the Company:

Completed its initial public offering (the “Offering” or “IPO”) on June 30, 2021, issuing 4,000,000 common shares (“Common Shares”) in the capital of the Company at a price of $0.10 per Common Share for gross proceeds of $400,000. Pursuant to the completion of the IPO, the Company issued 400,000 agents’ warrants, each warrant exercisable into one Common Share at an exercise price of $0.10, expiring 60 months from the date that the Common Shares are listed on the TSXV; and

Concurrent with the IPO, the Company completed a non-brokered private placement, issuing 1,500,000 common shares at a price of $0.10 per Common Share for gross proceeds of $150,000.

(b) Escrowed shares:

During the period, the Corporation issued 8,000,000 common shares at $0.05 per share for total proceeds of $400,000.

The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange.

All common shares acquired on exercise of common stock options granted to directors and officers prior to the completion of a QT, must also be deposited in escrow.

All common shares of the Corporation acquired in the secondary market prior to the completion of a QT by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow.

November 23, 2021

7

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

4. Share capital (continued):

(c) Stock options:

The Corporation has adopted a common share stock option plan (“Option Plan”) in accordance with the policies of the TSX Venture Exchange. Stock options may be granted for common shares for a maximum term of ten years from the date of the grant and are nontransferable.

Unless otherwise stated, stock options fully vest when granted. The common share exercise price of stock options must be in compliance with the policies of the Exchange at the date of grant.

The Company’s share options outstanding as at September 30, 2021 are as follows:

				Weighted average	Weighted average
			Number	exercise	price
Balance as at September	30,	2021	1,300,000	$	0.10

The following table summarizes information about the share options as at September 30, 2021:

Exercise price per	Number of	Weighted average	Number of
share of options	options	remaining life	options
outstanding	outstanding	(years)	exercisable
$0.10	1,350,000	10	1,350,000

The Company recorded share-based compensation expense of $91,633 during the period ended September 30, 2021. The fair value of options recognized in the period has been estimated using the Black-Scholes Pricing Model with the following assumptions on the grant date of the options:

Risk free rate	0.41%
Expected life of options (years)	5 years
Annualized volatility	90%
Grant date fair value per option	$ 0.10

November 23, 2021

8

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

4. Share capital (continued):

(d) Warrants:

The Company’s warrants outstanding as at September 30, 2021 are as follows:

				Weighted average	Weighted average
			Number	exercise	price
Balance as at September	30,	2021	400,000	$	0.10

The following table summarizes information about the warrants as at September 30, 2021:

Exercise price per	Number of	Weighted average	Number of
share of options	options	remaining life	options
outstanding	outstanding	(years)	exercisable
$0.10	400,000	5	400,000

The fair value of warrants recognized in the period has been estimated using the BlackScholes Pricing Model with the following assumptions on the grant date of the warrants:

Risk free rate	0.41%
Expected life of options (years)	5 years
Annualized volatility	90%
Grant date fair value per option	$ 0.10

5. Financial risk management objectives and policies:

(a) Capital management:

The Corporation includes equity, comprised of issued common shares, in the definition of capital.

The Corporation’s primary objective, with respect to its capital management, is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to purse this objective, the Corporation may attempt to raise additional funds through the issuance of equity and by securing strategic partners.

The Company’s current capital was received from the issuance of common shares. The net proceeds raised will only be sufficient to identify and evaluate a limited number of assets and businesses for the purpose of identifying and completing a QT.

November 23, 2021

9

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

5. Financial risk management objectives and policies (continued):

(a) Capital management (continued):

The Company is not subject to any externally imposed capital requirements other than the expenditure restrictions applicable under TSX Venture Exchange Policy 2.4 – Capital Pool Companies , which now apply following the completion of the IPO. Expenditures may include expenses relating to the IPO, reasonable expenses relating to a proposed QT, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees, and a maximum of $3,000 per month for other general and administrative costs.

• (b) Fair values and risk disclosures:

• ( i ) Fair value:

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. Certain of the Corporation’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The Corporation’s fair value measurements are classified as one of the following levels of the fair value hierarchy:

• Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

• Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

• Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The carrying value of cash and accounts payable and accrued liabilities approximates its fair value.

( ii ) Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Corporation’s cash. The carrying amount of cash represents the maximum credit exposure to the Corporation and to reduce the credit risk, cash is held with a major financial institution.

November 23, 2021

10

MEED GROWTH CORP.

(A Capital Pool Corporation)

Notes to Financial Statements

Period from the date of incorporation on February 2, 2021 to September 30, 2021

5. Financial risk management objectives and policies (continued):

• (c) Liquidity risk:

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Corporation has accounts payable and accrued liabilities of $10,000 at September 30, 2021 and does not have significant exposure to liquidity risk.

• (d) Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Corporation does not have significant exposure to these risks.

6. Professional and incorporation fees:

Included in professional and incorporation fees is financial statement audit costs of $16,515 and legal costs of $10,000.

7. Related party transactions:

The Company’s related parties consist of the Company’s directors and officers, and any companies associated with them. During the period ended September 30, 2021, the Company entered into the following transactions with related parties:

The Company recognized $91,633 in share-based compensation vested to directors and officers of the Company.

Key management includes directors and executive officers of the Company. During the period ended September 30, 2021 no other compensation was paid or payable for key management services.

November 23, 2021

11