NowVertical Group Inc. — Annual Report 2021

Mar 31, 2021

Good2Go Corp. (A Capital Pool Corporation)

Financial Statements

For the years ended February 28, 2021

and

February 29, 2020

(Expressed in Canadian Dollars)

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Independent Auditor's Report

To the Shareholders of Good2Go Corp.:

Opinion

We have audited the financial statements of Good2Go Corp. (the "Company"), which comprise the statements of financial position as at February 28, 2021 and February 29, 2020, and the statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2021 and February 29, 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Other Information

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

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

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

The engagement partner on the audit resulting in this independent auditor's report is Pierrette Dosanjh.

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Toronto, Ontario March 31, 2021

Chartered Professional Accountants Licensed Public Accountants

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Good2Go Corp.

Statements of Financial Position

Good2Go Corp. Statements of Financial Position
	As at As at February 28, 2021 February 29, 2020
Assets Current assets Cash held in trust Total current assets Total Assets	174,276 $ 214,616 $
	174,276 214,616
	174,276 $ 214,616 $
Liabilities and Shareholders' Equity Current liabilities Accounts payable and accrued liabilities Total current liabilities Shareholders' equity Common shares (Note 4 a) Common share purchase warrants (Note 4 b) Common share purchase options (Note 4 c) Contributed surplus (Note 4 d) Deficit Total shareholders' equity Total Liabilities and Shareholders' Equity	17,591 $ 29,024 $
	17,591 29,024
	340,303 308,468 - 11,466 30,344 30,344 441 - (214,403) (164,686)
	156,685 185,592
	174,276 $ 214,616 $

Proposed Transactions (Note 8) Related Party Transactions (Note 5)

The accompanying notes are an integral part of these financial statements

Approved by the Board of Directors

(signed) "James Cassina" (signed) "Sandra Hall" James Cassina, Director Sandra Hall, Director

1

Good2Go Corp.

Statements of Loss and Comprehensive Loss

Good2Go Corp. Statements of Loss and Comprehensive Loss
For the Year Ended	February 28, 2021 February 29, 2020
Expenses Transfer agent fees Filing fees Professional fees Stock exchange fees Shareholders information Net loss and comprehensive loss	4,608 $ 4,091 $ 2,743 993 35,798 35,836 5,876 5,876 692 -
	49,717 $ 46,796 $
Net lossper share, basic and diluted	0.02 $ 0.02 $
Weighted Average shares outstanding, basic and diluted	2,335,842 2,203,570

The accompanying notes are an integral part of these financial statements

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Good2Go Corp.

Statements of Changes in Shareholders' Equity For the years ended February 28, 2021 and February 29, 2020

	SHARE	SHARE	COMMON SHARE	COMMON SHARE			TOTAL
	CAPITAL	CAPITAL	PURCHASE	PURCHASE	CONTRIBUTED		SHAREHOLDERS'
	Number of	Common shares	WARRANTS	OPTIONS	SURPLUS	DEFICIT	EQUITY
	Common Shares	$	$	$	$	$	$
Balance, February 28, 2019	5,203,570	308,468	11,466	30,344	-	(117,890)	232,388
Net loss for theyear	-	-	-	-	-	(46,796)	(46,796)
Balance, February 29, 2020	5,203,570	308,468	11,466	30,344	-	(164,686)	185,592
Exercise of agent warrants	208,100	31,835	(11,025)	-	-	-	20,810
Expiry of agent warrants	-	-	(441)	-	441	-	-
Net loss for theyear	-	-	-	-	-	(49,717)	(49,717)
Balance, February 28, 2021	5,411,670	340,303	-	30,344	441	(214,403)	156,685

The accompanying notes are an integral part of these financial statements

3

Good2Go Corp.

Statements of Cash Flows

Good2Go Corp. Statements of Cash Flows
For the Year Ended	February 28, 2021 February 29, 2020
Cash (used in) provided by Operating activities Net loss for the year Working capital adjustments: Increase (decrease) in accounts payable and accrued liabilities Net cash used in operating activities Financing activities Exercise of agent warrants Net cash provided by financing activities Decrease in cash for the year Cash, beginning ofyear	(49,717) $ (46,796) $ (11,433) 15,083
	(61,150) (31,713)
	20,810 -
	20,810 -
	(40,340) (31,713) 214,616 246,329
Cash, end ofyear	174,276 $ 214,616 $
Supplemental Cash Flow Information and Non-Cash Transactions (Note 7)

The accompanying notes are an integral part of these financial statements

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

1. INCORPORATION AND NATURE OF OPERATIONS

Good2Go Corp., was incorporated under the laws of the province of Ontario on February 28, 2018 (“Good2Go” or the “Company”) and is classified as a Capital Pool Corporation, as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash held in trust. The Company’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 will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm’s length transaction, of the majority of the minority shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company, in respect of the sale of its securities, or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. The Company is required to complete its QT on or before 24 months from the date the Company receives regulatory approval.

On June 25, 2020, trading in the Company’s shares were halt traded at the request of the Company pending news and remain halted to date (see Note 8 Proposed Transactions). In accordance with the new CPC regulations, the Company intends to seek shareholder approval to remove the consequences of failing to complete a QT within 24 months of listing as set out in section 15.2(b) (i) of the New CPC Policy; or cancel certain of its Seed Shares and move its listing to NEX as set out in section 14.13 of the Former Policy.

The Company's head office and registered office is located at 1 King Street West, Suite 1505, Toronto, Ontario, M5H 1A1. The Company’s common shares trade on the TSX Venture Exchange under the symbol GOTO.P.

2. BASIS OF PREPARATION

Statement of Compliance

These Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”). On March 31, 2021, the Board of Directors of the Company approved the Financial Statements for the year ended February 28, 2021.

Use of Estimates and Judgments

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 and disclosure of contingent 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.

Basis of Presentation

The financial statements are presented in Canadian dollars (“CAD”), which is the Company’s functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVTPL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding for the relevant period, excluding shares held in escrow.

Diluted loss per share is calculated by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding if potentially dilutive instruments were converted. 3,000,000 common shares were excluded from the calculation as they were contingently issuable and all conditions necessary for their issuance have not been satisfied (Note 4 a).

Offering Costs

Offering costs relate to expenditures incurred in connection with the Company’s share offerings and are charged against share capital.

Share-based Compensation

Equity-settled share based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Company’s expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

Financial Instruments

Recognition

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

Classification

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

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

The Company has implemented the following classifications:

Cash held in trust is classified as fair value through profit and loss (“FVTPL”) and any period change in fair value is recorded in profit or loss. Loans and advances are classified as amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued

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

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

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

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash held in trust is a level 1 financial instrument measured at fair value on the statements of financial position.

Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expensed to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by ‑ taxing authorities. Where the final outcome of these tax related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued

New Accounting Standards issued

IFRS 16, Leases (IFRS “16”). Issued in January 2016, IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 applies to annual reporting periods beginning on or after January 1, 2019. As at February 28, 2021, the Company does not have any significant lease obligations.

4. SHARE CAPITAL

a) Share Capital

Authorized: Unlimited common shares

Issued:

The following table sets out the changes in common shares during the period.

Number of Common Shares	Amount $
Balance, February 29, 2020 and February 28, 2019 5,203,570 Exercise of agent warrants 208,100	308,468 31,835
Balance, February 28, 2021 5,411,670	340,303

In March 2018, the Company issued 3,000,000 common shares at a purchase price of $0.05 per common share for gross proceeds of $150,000. The 3,000,000 common shares issued at $0.05 per share are held in escrow pursuant to the requirements of the Exchange. All common shares issued to directors, officers and shareholders prior to the completion of a Qualifying Transaction are deposited in escrow until the final exchange bulletin is issued.

In July 2018, the Company completed its initial public offering (the “Offering”) of 2,200,000 common shares at a purchase price of $0.10 per common share for gross proceeds of $220,000 and incurred costs of $50,423 directly related to the Offering.

In connection with the Offering, the Company granted to Haywood Securities Inc. (the “Agent”), common share purchase warrants to acquire 220,000 common shares (the “Agent Warrants”). Each Agent Warrant is exercisable to acquire one common share at a price of $0.10 until July 17, 2020. In connection with the Offering, the Agent was paid a cash commission equal to 10% of the aggregate gross proceeds from the Offering, a corporate finance fee of $12,500 and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

In October 2018, 3,570 Agent Warrants were exercised for gross proceeds of $357. The value attributed to these warrants was $189 (see Note 4 b).

In July 2020, 208,100 Agent Warrants were exercised for gross proceeds of $20,810. The fair value attributed to these warrants was $11,025 (see note 4 b).

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

Weighted Average Shares Outstanding, basic and diluted	February 28, 2021 February29,2020
	2,335,842 2,203,570

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

4. SHARE CAPITAL-Continued

As at February 28, 2021 and February 29, 2020, 3,000,000 common shares were excluded from the calculation as they were contingently issuable and all conditions necessary for their issuance have not been satisfied. As at February 28, 2021, there were 405,000 Options that could be exercised, however they are anti-dilutive (February 29, 2020: 216,430 Warrants and 405,000 Options).

The effects of any potential dilutive instruments on loss per share are anti-dilutive and therefore have been excluded from the calculation of diluted loss per share.

b) Common Share Purchase Warrants The following table summarizes the changes in warrants for the periods set out:

	Number	Weighted
	of Warrants	Average Price$
Balance, February 29, 2020 and February 28, 2019	216,430	0.10
Agent warrants exercised	(208,100)	0.10
Agent warrants expired	(8,330)	0.10
Balance, February 28, 2021	-	-

In connection with the Offering, the Company granted to the Agent, Warrants to acquire 220,000 common shares. Each Agent Warrant is exercisable to acquire one common share at a price of $0.10 until July 17, 2020. The fair value of the Agent Warrants were estimated on the date of the issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 1.92%, expected volatility 100% and expected life of 2 years. The fair value attributed to the 220,000 Agent Warrants was $11,655.

In October 2018, 3,570 Agent Warrants were exercised for gross proceeds of $357. The fair value attributed to these warrants was $189.

In July 2020, 208,100 Agent Warrants were exercised for gross proceeds of $20,810. The fair value attributed to these warrants was $11,025.

On July 17, 2020, 8,330 Agent Warrants expired and the fair value attributed the Agent Warrants of $441 was recorded in contributed surplus.

The following table summarizes the outstanding warrants as at February 28, 2021 and February 29, 2020, respectively:

Number of Warrants Exercise Price Expiry Date Weighted Average Remaining Life(Years)	Warrant Value($)
- - - -	-
Number of Warrants Exercise Price Expiry Date Weighted Average Remaining Life(Years)	Warrant Value($)
216,430 $0.10 July17,2020 0.38	11,466

c) Common Share Purchase Options

The Company has a stock option plan to provide incentives for directors, officers, employees and consultants of the Company. Options may be granted for a maximum term of five years from the date of the grant. They are non-transferable and are exercisable as determined by the Directors when the option is granted. Options expire within 12 months after completion of a qualifying transaction or within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option. Any shares issued upon exercise of the options prior to the Company entering into a Qualifying Transaction will be subject to escrow restrictions.

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

4. SHARE CAPITAL-Continued

Upon closing of the Offering, the Company granted 405,000 common share purchase options to directors and officers. Each common share purchase option entitles the holder to acquire one common share of the Company at an exercise price of $0.10 until July 16, 2023 (the “Options”). The fair value of the Options were estimated on the date of the issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 2.04%, expected volatility 100%, forfeiture rate 0% and expected life of 5 years. The Company recorded the estimated fair value of the Options of $30,344 as non-cash stock-based compensation expense.

The following table is a summary of the status of the Company’s stock options and changes during the period:

Balance, February 28, 2021,February 29, 2020 and February 28, 2019	Number Weighted Average of Options Exercise Price$ 405,000 0.10

The following table is a summary of the Company's stock options outstanding and exercisable as at February 28, 2021 and February 29, 2020, respectively:

Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date	Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date	Options Exercisable Number of Options Weighted Average Exercise Price $	Options Exercisable Number of Options Weighted Average Exercise Price $
$0.10 405,000	2.38 July16,2023 405,000		0.10
Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life (Years) Expiry Date		Options Exercisable Number of Options Weighted Average Exercise Price $
$0.10 405,000	3.38 July16,2023 405,000		0.10

d) Contributed Surplus

Contributed surplus transaction for the respective periods are as follows:

Balance, February 29, 2020 Expiry of Agent Warrants Balance February 28, 2021	Amount$
	- 441
	441

5. RELATED PARTY TRANSACTIONS

During the year ended February 28, 2021, the Company incurred legal fees in the amount of $25,713 to WeirFoulds LLP which relate to a proposed Qualifying Transaction (February 29, 2020: $38,820). Wayne Egan, a director of the Company is also a partner of WeirFoulds LLP. At February 28, 2021 $8,403 is included in accounts payable and accrued liabilities (February 29, 2020: $15,820).

During the period ended February 28, 2019, the Company granted 405,000 common share purchase options exercisable at $0.10 until July 16, 2023 to directors/officer of the Company and recorded the estimated fair value of $30,344 as non-cash stock based compensation expense.

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

6. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Company’s objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Company includes equity, comprised of share capital and deficit, in the definition of capital.

The Company'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 pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company, in respect of the sale of its securities, or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. The Company is required to complete its QT on or before 24 months from the date the Company receives regulatory approval.

Risk Disclosures and Fair Values

The Company’s financial instruments, consisting of cash held in trust and accounts payable and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Risk And Uncertainties

The following describes certain risks, events and uncertainties that could affect the Company and that each reader should carefully consider. Please refer to the Company’s final prospectus dated June 21, 2018, for additional risks, events and uncertainties that could affect the Company.

The Company has not commenced operations and has no assets other than cash held in trust. The Company’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 will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm’s length transaction, of the majority of the minority shareholders. The securities of the Company should be considered a highly speculative investment.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

7. SUPPLEMENTAL CASH FLOW INFORMATION AND NON CASH TRANSACTIONS

The following table sets out the non-cash transactions for the years set out.

Non-cash Transaction	February 28, 2021	February 29, 2020
Agent Warrants Exercised	(11,025)		-
Expiry of Agent Warrants	(441)		-

11

Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

8. PROPOSED TRANSACTIONS

Magical Brands Inc.

The Company entered into a letter of intent dated April 23, 2019, amended as of May 16, 2019, and a letter of intent dated March 4, 2020, amended as of March 31, 2020 (collectively, the “LOI”), pursuant to which the Company and Magical Brands Inc. (“Magical”) agreed to complete a reverse takeover transaction which would constitute a “Qualifying Transaction” for the Company under the policies of the TSX Venture Exchange. Under the terms of the LOI, the Company received a non-refundable deposit of $13,429 (US$10,000) to be applied to its costs incurred in connection with the completion of the Qualifying Transaction. On February 12, 2021, the Company and Magical terminated the proposed Qualifying Transaction.

NowVertical Group, Inc.

On February 17, 2021, the Company entered into a letter of intent (the "LOI") with NowVertical Group, Inc. ("NVG”) under which the Company and NVG agreed to complete a reverse takeover transaction which would constitute a “Qualifying Transaction” for the Company under the policies of the TSX Venture Exchange.

Subsequent to the year end, on March 23, 2021, the Company announced that it entered into a Business Combination Agreement with NVG outlining the terms and conditions of a proposed transaction. Pursuant to the Proposed Transaction, amongst other steps, it is contemplated that a wholly-owned U.S. subsidiary of the Company will merge with NVG and the security holders of NVG will become security holders of the Company. The proposed arms-length transaction contemplated is subject to certain conditions and applicable shareholder, corporate and Exchange approvals in order to constitute the Company’s “Qualifying Transaction” as such term is defined under the policies of the Exchange. No assurances are being made that the Qualifying Transaction will be consummated.

9. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% (2020: 26.5%) and the Company’s effective income tax expense is as follows:

Net loss for the period Expected income tax recovery Deferred tax assets not recognized Income tax (recovery) expense	2021 2020
	$(49,717) $(46,796)
	(13,180) (12,400) 13,180 12,400
	$- $-

Deferred taxes are provided as a result of temporary differences that arise between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences.

Non-capital losses carried forward-Canada Intangible assets Share issuance costs	2021 2020
	$ 190,530 $ 154,510 23,780 20,170 30,250
	$ 234,480 $ 184,760

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Good2Go Corp. Notes to the Financial Statements For the years ended February 28, 2021 and February 29, 2020

9. INCOME TAXES-continued

The Canadian operating losses carry forwards expire as noted in the table below. The operating losses carry forwards begin to expire in 2039. Share issue and financing costs will be fully amortized in 2023. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

The Company’s Canadian non-capital income tax losses expire as follows:

2039		$ 97,630
2040		56,880
2041		36,020
	$	190,530

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