Panorama Capital Corp. — Interim / Quarterly Report 2021

Jul 27, 2021

PANORAMA CAPITAL CORP.

CONDENSED INTERIM FINANCIAL STATEMENTS

For the three months ended May 31, 2021 (Unaudited) (Expressed in Canadian Dollars)

NOTICE TO READER

Pursuant to National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor.

The condensed interim financial statements of Panorama Capital Corp. (the "Company") for the quarter ended May 31, 2021 have been prepared by and are the responsibility of the Company's management.

The Company's independent auditors have not performed a review of these condensed interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity's auditor.

PANORAMA CAPITAL CORP. CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited) (Expressed in Canadian Dollars)

	May 31, 2021		February 28, 2021
ASSETS
Current Restricted cash (Note 4) GST receivable	\$	382,873 7,381	\$ 407,505 6,324
Total Assets	\$	390,254	\$ 413,829
LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities	\$	8,903	\$ 8,905
Shareholders' equity Share capital (Note 6) Share compensation reserve (Note 6) Deficit	\$	549,572 105,048 (273,269)	\$ 549,572 105,048 (249,696)
		381,351	404,924
	\$	390,254	\$ 413,829

"Carson Sedun"	Director	"Keith Inman"	Director

PANORAM CAPITAL CORP. CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited) (Expressed in Canadian Dollars)

	Three Months Ended May 31, 2021		Three Months Ended May 31, 2020
EXPENSES Office Professional fees Regulatory and transfer agent	\$ 1,876 8,481 13,216	\$	48 26,963 7,050
Loss and comprehensive loss for the period	\$ (23,573)	\$	(34,061)
Loss per common share -Basic and diluted	\$ (0.00)	\$	(0.00)
Weighted average number of common shares outstanding -Basic and diluted	8,800,000		3,800,000

PANORAMA CAPITAL CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Unaudited) (Expressed in Canadian Dollars)

	Three Months Ended May 31, 2021	Three Months Ended May 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period	\$ (23,573)	\$ (34,061)
Changes in non-cash working capital items: Increases in receivables Increases (Decrease) in accounts payable and accrued liabilities	(1,057) (2)	(1,595) 24,921
Net cash used in operating activities	(24,632)	(10,735)
Change in cash during the period	(24,632)	(10,735)
Cash, beginning of period	407,505	545,693
Cash, end of period	\$ 382,873	\$ 534,958

PANORAMA CAPITAL CORP. CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) (Expressed in Canadian Dollars)

		Share Capital
	Number of shares		Amount	Deficit	Share compensation reserve	Total
Balance, February 28, 2020	3,800,000	\$	549,572	\$ (110,858)	\$ 105,048	\$ 543,762
Loss for the period	-		-	(34,061)	-	(34,061)
Balance, May 31, 2020	3,800,000	\$	549,572	\$ (144,919)	\$ 105,048	\$ 509,701
Shares issued for cash: Initial public offering Share issue costs	5,000,000 -		500,000 (114,062)	- -	- -	500,000 (114,062)
Shares issued for non-cash: Finder's fees – warrants issued Share-based compensation Loss for the period	- - -		(26,366) - -	- - (104,777)	26,366 78,682 -	- 78,682 (104,777)
Balance, February 28, 2021	8,800,000	\$	549,572	\$ (249,696)	\$ 105,048	\$ 404,924
Loss for the period	-		-	(23,573)	-	(23,573)
Balance May 31, 2021	8,800,000	\$	549,572	\$ (273,269) \$	105,048	\$ 381,351

1. NATURE OF OPERATIONS AND GOING CONCERN

Panorama Capital Corp. (the "Company") was incorporated on December 19, 2018 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia). The Company is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules. The head office and registered office of the Company is located at 301 – 1665 Ellis Street, Kelowna, British Columbia, V1Y 2B3.

On June 19, 2019, the Company announced the completion of its initial public offering (the "IPO") of 5,000,000 common shares at the price of \$0.10 per common share. The common shares of the Company commenced trading, on the Exchange, on June 21, 2019 under the trading symbol PANO.P.

As at May 31, 2021, the Company has working capital of \$381,351 and an accumulated deficit of \$273,269. Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing.

There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's shares from trading.

In addition, the COVID-19 pandemic has created a dramatic slowdown in the global economy. The duration of the COVID-19 outbreak and the resultant travel restrictions, social distancing, Government response actions, business closures and business disruptions, can all have an impact on the Company's operations and access to capital. There can be no assurance that the Company will not be further impacted by adverse consequences that may be brought about by the COVID-19 pandemic on global financial markets which may reduce resource prices, share prices and financial liquidity and thereby severely limit the financing capital available in the mineral exploration sector.

Statement of Compliance

The Board of Directors of the Company approved the condensed interim financial statements on July 27, 2021.

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, "Interim Financial Reporting". The condensed interim financial statements do not include all note disclosures required by IFRS for annual financial statements and should be read in conjunction with the audited financial statements of the Company to February 29, 2020, which have been prepared in accordance with IFRS as issued by the IASB. In the opinion of management, all adjustments considered necessary for fair presentation of the Company's financial position, results of operations and cash flows have been included. Operating results for the three-month period ended May 31, 2021 are not necessarily indicative of the results that may be expected for the year ending February 28, 2022.

2. BASIS OF PREPARATION (cont'd…)

Basis of presentation

These condensed interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as held-for-trading, which are stated at their fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting. These condensed interim financial statements are prepared in Canadian dollars.

3. SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies

The accounting policies estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited financial statements and are those the Company expects to adopt in its financial statements for the year ended February 29, 2021.

New standards adopted

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for future accounting periods. There was no new standard adopted by the Company.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

4. RESTRICTED CASH

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 not more than the lesser of 30% of the gross proceeds and \$210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions may apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

5. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of its Executive Officers and Directors. Other related parties to the Company include companies in which key management have control or significant influence. Key management personnel receive no salaries or other remuneration directly from the Company.

During the period ended May 31, 2021, the Company incurred \$6,876 (2020 - \$26,963) in legal fees to a legal firm in which a Director is a partner.

6. SHARE CAPITAL

Escrow Shares

The Company has 3,800,000 Common Shares subject to an escrow agreement whereby 10% of the shares will be released from escrow upon the issuance of the Final Exchange Bulletin. An additional 15% of the escrowed Common Shares will be released on each six-month anniversary thereafter unless otherwise permitted by the

6. SHARE CAPITAL (cont'd…)

Exchange. Common Shares issued upon the exercise of options held by officers and directors are subject to the same escrow conditions to the extent of options exercised prior to the completion of a Qualifying Transaction.

Stock options

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Company, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. However, other than in connection with a Qualifying Transaction (as defined in Exchange Policy 2.4), during the time that the Company is a CPC, the aggregate number of Common Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the Common Shares of the Company issued and outstanding at the closing of the Company's initial public offering. Such options will be exercisable for a period of up to ten years from the date of grant.

As of May 31, 2021, the Company had stock options outstanding enabling the holders to acquire common shares as follows:

			Weighted
Number	Exercise		Average
of Options	Price	Expiry Date	Life Remaining
880,000	\$0.10	June 19, 2029	8.06

Stock option transactions are summarized as follows:

	Number of Options	Weighted Average Exercise Price
As at February 29, 2020	880,000	\$ 0.10
As at May 31, 2021 and February 28, 2021	880,000	\$ 0.10

Warrants

The following common shares purchase warrants entitle the holder thereof to purchase one common share for each warrant. Warrant transactions are summarized as follows:

	Number of Warrants	Weighted Average Exercise Price
As at February 28, 2020	500,000	\$	0.10
As at May 31, 2021 and February 28, 2021(*)	500,000		0.10

(*) 27,685 warrants were exercised and 472,315 warrants expired unexercised (Note 9).

The weighted average remaining contractual life of warrants outstanding at May 31, 2021 was 0.05 years.

6. SHARE CAPITAL (cont'd…)

Warrants outstanding are as follows:

Number of Warrants	Exercise Price	Expiry Date
500,000(*)	\$ 0.10	June 19, 2021

(*) Subsequent to May 31, 2021, 27,685 warrants were exercised and 472,315 expired unexercised (Note 9).

7. CAPITAL MANAGEMENT

The Company is a Capital Pool Company and considers items included in shareholders' equity as capital. The Company has no long-term debt.

The Company's primary objective with respect to its capital management is to ensure that it has enough cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue the plans of identifying and completing a Qualifying Transaction, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. There has been no change to the Company's capital management practices since incorporation.

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

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

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

The fair value of cash is measured at Level 1 of the fair value hierarchy. The carrying value of receivables and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.

Financial risk factors

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and receivables. Management believes that the credit risk

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont'd…)

concentration with respect to financial instruments included in receivables is remote and has deposited cash in high credit quality financial institutions.

Liquidity risk

As of May 31, 2021, the Company had cash balance of \$382,873 to settle current liabilities of \$8,903. The Company is not exposed to liquidity risk.

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.

Interest rate risk

The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in investment-grade demand investments issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

Foreign currency risk

The Company is not exposed to foreign currency risk as no assets or liabilities are denominated in foreign currency.

Price risk

The Company's exposure to price risk with respect to equity prices is insignificant. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market.

9. SUBSEQUENTS EVENT

27,685 warrants were exercised for proceeds of \$2,768.

472,315 warrants expired unexercised.