Planet Ventures Inc. — Management Reports 2021

Jul 27, 2021

PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS For the Year Ended March 31, 2021

PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

Management’s Discussion and Analysis

This management’s discussion and analysis (“MD&A”) for the year ended March 31, 2021 are prepared by management on July 27, 2021 for Planet Ventures Inc. (the “Company”, “Planet”) in accordance with International Financial Reporting Standards (“IFRS”).

All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.

Caution Regarding Forward Looking Information

This MD&A, which contains certain forward-looking statements, are intended to provide readers with a reasonable basis for assessing the financial performance of the Company. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to: risks relating to investment performance and our ability to generate taxable income from operations, market fluctuations, fluctuations in prices of commodities underlying our interest and equity investments, the strength of the Canadian, U.S. and other economies, foreign exchange fluctuations, political and economic conditions in the countries in which the interests of the Corporation’s portfolio investments are located, and other risks included elsewhere in this MD&A. Many of these uncertainties and contingencies can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Readers are cautioned that forward-looking statements are not guarantees of future performance. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those acknowledged in such statements. Specific reference is made to the “Risks and Uncertainties” and “Use of Estimates and Judgments” sections of these MD&A for a discussion of some of the factors underlying forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

OUTLOOK AND CHANGE OF BUSINESS

In October 2014, the Company received approval from the TSX Venture Exchange to complete its change in business from a “junior mineral exploration company” to an “investment issuer”. From its inception up to October 2, 2014, the Company was a junior mineral exploration company that is listed under the symbol “PXI” on the TSX Venture Exchange. The adoption of the Company’s new business model constituted a “change of business” (the “COB”) for the Company pursuant to Exchange Policy 5.2 – Change of Business and Reverse Takeovers (“Policy 5.2”).

The Company established a special committee of directors to identify, examine and continue to consider strategic investments and alternatives available to the Company with the ultimate view of enhancing shareholder value. The review is focused on all accretive investments including those outside the resource sector. The Company may consider certain special investment situations, including assuming a controlling or joint-controlling interest in an investee company, which may also involve the provision of advice to management and/or board participation. The Company cautions shareholders that there is no assurance that the strategic review will result in any strategic or financial transactions.

Planet has been reviewing unique and exciting opportunities in the gaming, technology, hemp and resource sectors. The newly re-launched website www.planetventuresinc.com features up-to-date information on the company’s current investments as well as a concise messaging on their plans going forward. Management is working to position Planet as a leading investment issuer giving shareholders access to a wide range of investments in all sectors of the market. To date, the Company has made several strategic investments within the mining, cryptocurrency and blockchain arena in addition to its most recent investment in a legal web-based sports book. As of the date of this MD&A the Company has made a number of investments, as described in “Investments”.

In June 2017 the Company changed its name to Planet Ventures Inc. without changing a trading symbol.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.

OVERALL PERFORMANCE

As at March 31, 2021, the net asset value per post consolidated share (“NAV per share”) was $0.15 as compared to $0.25 as at March 31, 2020, (See “Use of Non-IFRS Financial Measures” elsewhere in this MD&A).

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

The following is Planet’s NAV per share for the eight most recently completed quarterly financial periods:

periods:
	NAVper	share*
March 31, 2021	$	0.15
December 31, 2020		0.26
September 30, 2020		0.30
June 30, 2020		0.25
March 31, 2020		0.25
December 31, 2019		0.20
September 30, 2019		0.20
June 30, 2019		0.25
March 31,2019		0.20

*See “Use of Non-IFRS Financial Measures”.

INVESTMENTS

Investments in equity instruments at cost and fair value consist of the following:

		March	March	31, 2021	March 31, 2020	March 31, 2020
			Fair market			Fair market
		Cost		value	Cost	value
Equity - public companies	$	3,884,759	$	3,971,825	$ 3,595,139	$ 1,650,997
Warrants		-		48,270	-	-
Equity-private companies		7,842,102		8,007	6,798,987	5,958,829
Total	$	11,726,861	$	4,028,102	$ 10,394,126	$ 7,609,826

(a) Equity investments

The Company’s equity investments are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of investment securities is calculated as the closing market price of the investment equity security multiplied by the quantity of shares held by the Company. Some of the equity investments are subject to a four-month statutory hold period.

(b) Warrants held

The fair value of warrants held that are not traded on an active market is determined using a BlackScholes pricing model based on assumptions that are supported by observable current market conditions and as such are classified within Level 2 of the fair value hierarchy.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

(c) Equity investments in private companies

All privately-held investments (other than options and warrants) are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at each reporting period, the fair value of an investment may (depending upon the circumstances) be adjusted using one or more of the valuation indicators. Options and warrants of private companies are carried at their intrinsic value.

SELECTED FINANCIAL INFORMATION

For the years ended March 31, 2021, 2020 and 2019 (under IFRS unless otherwise noted) ($)

	2021	2020	2019
Total assets	8,027,169	9,639,066	5,059,901
Total liabilities	551,766	252,539	40,663
Interest,dividend income and financingfee	33,433	65,083	62,167
Net realized gain (loss) on disposal of investments in equityinstruments	1,378,913	(246,158)	117,578
Net change in unrealized gain (loss) on investments in equityinstruments	(5,180,890)	(1,371,647)	(659,404)
Fair value adjustments on investments in crypto currencies	-	-	(3)
Net income (loss) for the year before income taxprovision	(5,205,590)	(1,946,486)	(1,029,928)
Income(loss) per share	(0.11)	(0.08)	(0.06)

By recent eight quarters (under IFRS unless otherwise noted) ($)

	March 31, 2021	December 31, 2020	September 30, 2020	June 30, 2020
Interest,dividend income and financingfee	18,159	10,143	5,129	2
Net realized gain (loss) on disposal of investments in equityinstruments	1,238,938	(324)	193,275	(52,976)
Unrealized gain (loss) on investments in equityinstruments	(7,242,769)	163,815	130,557	1,767,507
Consultingincome	(125,031)	938,311	75,000	25,000
Other income(loss)	10,792	31,485	21,484	22,364
Net income(loss)for theperiod	(6,302,266)	(612,799)	89,837	1,619,638
Net income(loss) per share	(0.13)	(0.06)	0.01	0.06

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

	March 31, 2020	December 31, 2019	September 30, 2019	June 30, 2019
Interest and dividend income	(13,435)	14,525	31,401	5,722
Net realized gain (loss) on disposal of investments in equityinstruments	(27,620)	(22,723)	4,337	(200,152)
Unrealized gain (loss) on investments in equityinstruments	(589,967)	5,453	(781,869)	(5,264)
Consultingincome	-	130,000	-	-
Other income(loss)	50,040	8,037	-	-
Net income(loss)for theperiod	(371,224)	(449,946)	(842,323)	(282,993)
Net income(loss) per share	(0.01)	(0.00)	(0.01)	(0.00)

RESULTS OF OPERATIONS

Years ended March 31, 2021 and 2020

Investment income (loss)

Realized investment gain for the year ended March 31, 2021 was $1,378,913 as compared to a realized investment loss of $246,158 for the year ended March 31, 2020. Unrealized investment loss for the year ended March 31, 2021 was $5,180,890 as compared to an unrealized investment loss of $1,371,647 for the year ended March 31, 2020. Increase in unrealized loss relates to investment in private company project that was not completed during the year ended March 31, 2021 and is expected to be finalized in the upcoming year.

Operating expenses

Operating expenses for the year ended March 31, 2021 were $2,466,522 as compared to $581,841 recorded for the year ended March 31, 2020. The change in operating expenses during the year ended March 31, 2021 primarily relates to increase stock-based compensation which increased by 1,247,786. Share based compensation expense relates to stock options granted and vested during the current period.

Promotional expenses increased by $372,990 to $386,253 incurred during the year ended March 31, 2021. Promotional activities were aimed to raise investors’ awareness of the Company’s activities. Consulting expense increased by $200,756 from $175,556 incurred during the year ended March 31, 2020 to $376,312 incurred during the year ended March 31, 2021. Increase of all these expenses relates to expanding of the company’s business.

The increase in expenses was offset by increase in consulting revenue by $783,280 and other income related to the gain of settlement of accounts receivable by $28,000. The Company had consulting revenue of $130,000 during the year ended March 31, 2020.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

Three months ended March 31, 2021 and 2020

Investment income (loss)

Realized investment gain for the three months ended March 31, 2021 was $1,238,938 as compared to a realized investment loss of $27,620 for the three months ended March 31, 2020. Unrealized investment loss for the three months ended March 31, 2021 was $7,242,769 as compared to an unrealized investment loss of $589,967 for the three months ended March 31, 2020. Increase in unrealized loss relates to investment in private company project that was not completed during the year ended March 31, 2021 and is expected to be finalized in the upcoming year.

Operating expenses

Operating expenses for the three months ended March 31, 2021 were $230,855 as compared to $207,148 plus recorded reversal of stock based compensation expense of $383,303 recorded for the three months ended March 31, 2020. The change in operating expenses during the three months ended March 31, 2021 primarily relates to decrease in consulting expense.

Depreciation of right of use assets of $18,429 and other income of $10,978 relate to office lease.

The decreased expenses were further supported by increased revenue related to consulting services provided by the Company during the three months ended March 31, 2021. Consulting income decreased by $125,031 during the three months ended March 31, 2021. There was no consulting income during the same period of the previous year.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are:

• To maintain appropriate cash reserves on hand to meet ongoing exploration and operating costs, and

• To invest cash on hand in highly liquid and highly rated financial instruments.

The Company defines its capital as shareholders’ equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through private placements, the sale of assets, debt, or return capital to shareholders. The Company currently has no externally imposed capital requirements. Recent economic conditions have not significantly affected the Company’s objectives, policies or processes for managing its capital.

The Company has no debt and working capital of $7,370,392 as at March 31, 2021 ($3,334,248 as at March 31, 2020). The Company utilizes this working capital for expenditures on acquisition of investments and general and administrative expenses.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

The Company has completed a five to one share consolidation on October 28, 2020. Directors have determined to consolidate the Company’s current common shares on a five into one new postconsolidated share (the “Consolidation”). The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding warrants, convertible debentures, stock options and securities convertible in Common Shares will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.

RELATED PARTY TRANSACTIONS

• (a) Key management compensation

Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company.

Amounts paid and accrued for key management compensation are as follows:

		March 31,		March 31,
		2021		2020
Management and administration fees	$	120,000	$	129,404
Directors’ fees		6,000		6,000
Total	$	126,000	$	135,404

The Company’s payments related to office lease are reimbursed by a company of which a Chief Financial Officer of the Company is an employee, see note 7.

• (b) Related party transactions

In the normal course of operations, the Company transacts with companies related to its directors or officers. Related party transactions are measured at the exchange amounts as agreed upon by transacting parties.

Related party transactions not disclosed elsewhere in these financial statements are as follows:

• During the year ended March 31, 2021, the Company incurred $97,578 (2020 - $67,517) in legal expenses and $nil (2020 - $6,550) in share issue costs from a law firm of which a director and officer of the Company is a partner. As at March 31, 2021, $116,818 (2020 - $67,419) is included in accounts payable for this law firm.

• The Company has investments in shares of public companies with directors and officers in common. As at March 31, 2021, fair market value of these investments was $1,733,661 (2020 - $501,518) and cost $1,165,860 (2020 - $480,518).

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

• During the year ended March 31, 2019, the Company loaned $250,000 (note 6) to a company with a director in common. During the year ended March 31, 2020 the loan and accrued interest were repaid. As at March 31, 2020 $nil was accrued as interest.

• During the year ended March 31, 2020 the Company entered into an agreement to loan $120,000 to a company with an Officer in common (note 6). During the year ended March 31, 2020, the loan and a one-time charge of $10,000 were repaid.

• The Company’s office lease payments are reimbursed monthly by a company of which an officer of the Company is employee. As a result, during the year ended March 31, 2021 income of $86,791 (2020 - $82,141), was recognized in the statement of operations and comprehensive loss. As at March 31, 2021 $nil (2020 - $nil) was receivable from this company.

• During the period the Company granted stock option to directors and officers of the Company with a fair value of $319,039 (2020 - $nil).

SHARE CAPITAL

The Company is authorized to issue an unlimited number of common voting shares without par value. The holder of common shares is entitled to receive any dividend declared by the Company on such shares.

The Company completed the process of share consolidation on October 28, 2020. The Company’s common shares were consolidated on five to one new post-consolidated share. The Company had 224,039,190 shares issued before share consolidation; the Company had 44,807,836 common shares post consolidation. The exercise or conversion price and the number of common shares issuable under any of the Company's outstanding warrants, convertible debentures, stock options and securities convertible in common shares will be proportionately adjusted to reflect the consolidation in accordance with the respective terms thereof.

The following table summarizes the issued and outstanding post-consolidated share capital as of the date of this MD&A:

Common shares Stock options Warrants	Number of shares issued or issuable as at March 31,2021 Number of shares issued or issuable as atJuly27,2021
	51,257,838 55,382,838 3,875,000 3,875,000 14,302,350 18,284,350

In April 2021 the Company issued 75,000 shares on exercise of warrants.

In April 2021 the Company closed private placement for 4,050,000 units at a price of $0.225 each unit consists of one share and one share purchase warrant exercisable at $0.30 until April 22, 2024. The company granted 7,000 warrants to finders in this private placement with the same conditions as in units.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

In January 2021, the Company granted 400,000 post-consolidated stock options at exercise price of $0.35. In February 2021 these stock options were exercised.

In November 2020, 700,000 post-consolidated shares were issued on exercise of warrants at $0.50 per warrant.

On November 16, 2020 the Company closed a non-brokered private placement for gross proceeds of $1,000,000. Pursuant to the private placement, the Company issued 5,000,000 post-consolidated units of the Company at a price of $0.20 per unit. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share in the capital of the Company exercisable at a price of $0.25 per warrant share for a period of 36 months following the closing of the private placement. In connection with the private placement, the Company paid finder’s fee in the aggregate sum of $52,020 and issued 231,350 common share purchase warrants to certain eligible finders. Each finders’ warrant entitles the holder to purchase one common share in the capital of the Company exercisable at a price of $0.25 per Finder’s Share for a period of 36 months following the closing of the Private Placement.

On February 13, 2020, the Company closed a private placement with the sale of 5,600,000 postconsolidated units at $0.25 per unit for gross proceeds of $1,400,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire an additional common share for $0.50 per share for a two-year period. The Company paid $17,318 as a finder’s fee and issued 21,000 post-consolidated common share purchase warrants exercisable at $0.50 for a two-year period. The fair value was calculated using Black-Scholes option pricing model with the following assumptions: stock price – $0.05; exercise price – $0.50; expected life – two years; volatility – 111%; dividend yield – $nil; and risk-free rate – 1.51%.

On February 12, 2020, the Company issued 14,000,000 post consolidated common shares of the Company to the former First XI shareholders in exchange for all of the issued and outstanding shares in the capital of First XI.

Stock Options

The Company has a stock option plan whereby the Company may grant options to its directors, officers, employees and consultants for up to 10% of the outstanding common shares from time to time with vesting rights determined at each grant date. The exercise price of each option equals the market price of the Company’s stock on the date of the grant (less any permitted discount, if any) and an option’s maximum term is five years.

In January 2021 the Company granted 400,000 post-consolidated stock options to purchase common shares of the Company to a consultant of the Company. The options vest on the date of issuance and are exercisable for a period of three years from the date of issuance at an exercise price of $0.35 per option share. In February 2021, 400,000 stock options were exercised at a price of $0.35.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

On November 16, 2020 the Company granted 2,535,000 post-consolidated stock options to purchase common shares of the Company to directors, officers, employees, and consultants of the Company. The options vest on the date of issuance and are exercisable for a period of five years from the date of issuance at an exercise price of $0.50 per option share. The fair value of the stock options of $1,084,727 was calculated using Black-Scholes option pricing model with the following post consolidated assumptions: stock price – $0.47; exercise price – $0.50; expected life – five years; volatility – 153%; dividend yield – $nil; and risk-free rate – 0.46%.

On September 29, 2020 the Company granted 440,000 post-consolidated stock options exercisable at $0.50 per share. The stock options vest 120,000 on December 29, 2020, 120,000 on March 29, 2021, 100,000 on June 29, 2021 and 100,000 on September 29, 2021. The fair value of the stock options of $76,703 was calculated using Black-Scholes option pricing model with the following assumptions: stock price – $0.20; exercise price – $0.50; expected life – five years; volatility – 155%; dividend yield – $nil; and risk-free rate – 0.34%.

On February 12, 2020 the Company issued 100,000 post-consolidated stock options pursuant to the acquisition of all issued and outstanding shares of First XI. The stock options are exercisable at $0.50 for a period of five years. The fair value of the options of $31,093 was calculated using Black-Scholes option pricing model with the following assumptions: stock price – $0.35; exercise price – $0.50; expected life – five years; volatility – 148%; dividend yield – $nil; and risk-free rate – 1.38%.

On February 1, 2019 the Company granted post-consolidated stock options to purchase a total of 400,000 common shares at a price of $0.50 per common share. The options are exercisable for a period of 60 months from the date of grant. The fair value of the options of $107,067 was calculated using Black-Scholes option pricing model with the following assumptions: stock price – $0.30; exercise price – $0.50; expected life – five years; volatility – 153%; dividend yield – $nil; and risk-free rate – 1.86%.

As at March 31, 2021, the Company had post-consolidated stock options outstanding and exercisable to acquire common shares of the Company as follows:

Expiry date Exercise price	Number of options outstanding Number of options exercisable Weighted average remaining contractual life (inyears)
October 23, 2022 $ 0.50 August 1, 2023 $ 0.75 February 1, 2024 $ 0.50 February 6, 2025 $ 0.50 September 29, 2025 $ 0.50 November 16,2020 $0.50	200,000 200,000 1.56 200,000 200,000 2.34 400,000 400,000 2.84 100,000 100,000 3.86 440,000 440,000 4.50 2,535,000 2,535,000 4.63

Share purchase warrants

In April 2021, 75,000 warrants were exercised at $0.25 per warrant.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

In April 2021 the Company closed private placement for 4,050,000 units at a price of $0.225 each unit consists of one share and one share purchase warrant exercisable at $0.30 until April 22, 2024. The company granted 7,000 warrants to finders in this private placement with the same conditions as in units.

In January 2021, the Company granted 400,000 post-consolidated stock options at exercise price of $0.35. In February 2021 these stock options were exercised.

On November 16, 2020 as part of the private placement, the Company granted 5,000,000 postconsolidated warrants exercisable at $0.25 for a three-year period. In addition, the Company issued 231,350 finder’s warrants, exercisable for a period of three years at the price of $0.25 per share.

In November 2020 700,000 post-consolidated warrants were exercised at $0.50 and 3,400,000 postconsolidated warrants expired unexercised.

On February 13, 2020 as part of the private placement, the Company granted 5,600,000 postconsolidated warrants exercisable at $0.50 for a two-year period. In addition, the Company issued 21,000 post-consolidated finder’s warrants with fair values of $2,219, exercisable for a period of two years at the price of $0.50 per share.

On November 16, 2019 expiration date of the 3,500,000 post-consolidated warrants was extended for one year.

On March 14, 2019 as part of the private placement, the Company granted 4,400,000 post-consolidated warrants exercisable at $0.50 for a two-year period.

As at July 27, 2021, the Company had post-consolidated warrants outstanding to acquire common shares of the Company as follows:

Expiry date Exercise price	Number of warrants outstanding
March 15, 2021 $ 0.50 February 13, 2022 $ 0.50 November 16, 2023 $ 0.25 April 22,2024 $ 0.30	3,800,000 5,621,000 4,806,350 4,057,000

Off-balance Sheet Arrangements

As at March 31, 2021 as well as the date of this report, the Company does not have any off-balance sheet arrangements.

COMMITMENTS

The Company is paying a monthly fee of $10,000 for provision of management and administrative services. The agreement may be terminated by the Company with 60 days’ written notice.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

USE OF ESTIMATES AND JUDGMENTS

Significant Accounting Judgments and Estimates

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the reporting date that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from estimates made, relate to determination of fair value of financial instruments.

Valuation of investments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and expenses during the reporting period. Actual results could differ from these estimates.

These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of the revision and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the reporting date that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from estimates made, relate to determination of fair value of financial instruments (Notes 3b to the financial statements for the year ended March 31, 2021).

In preparing the financial statements, management makes judgments regarding the application of IFRS for the Company’s accounting policies. Significant judgments relate to the following areas:

• (i) Going concern assumption

Determining if the Company has the ability to continue as a going concern is dependent on its ability to achieve profitable operations. Certain judgments are made when determining if the Company will achieve profitable operation.

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

(ii) Income taxes

Judgements are made by management at the end of the reporting period to determine the likelihood that deferred income tax assets will be realized from future taxable earnings. Assessing the recoverability of deferred income tax assets requires the Company to make judgments related to the expectations of future cash flows from operations and the application of existing tax laws.

While management believes judgements and the estimates are reasonable, actual results could differ from those judgements and estimates and could impact future results of operations and cash flows.

(iii) Investment entity status

Determining if the Company meets the investment entity status under IFRS 10 requires significant judgment.

RISKS AND UNCERTAINTIES

As at July 27, 2021, the Company has no material assets other than cash and investments.

Portfolio Exposure

Given the nature of the Company’s activities, its results of operations and financial condition are dependent upon the market value of the securities that comprise the Company’s portfolio. Market value can be reflective of the actual or anticipated operating results of our portfolio companies and/or the general market conditions that affect the sectors in which Planet invests. The Company’s investment activities are currently concentrated primarily in resource, biotechnology and technology sectors. There are various factors that could affect these sectors which could have a negative impact on Planet’s portfolio companies and thereby have an adverse effect on the Company’s business. Additionally, Planet’s investments are mostly in small-cap businesses which the Company believes exhibit potential for growth and sustainable cash flows but which may not ever mature or generate the returns the Company expects or may require a number of years to do so. Junior exploration and technology companies may never achieve commercial discoveries and production. This may create an irregular pattern in the Company’s revenues (if any). Additionally, macro factors such as fluctuations in commodity prices and global political, economic and market conditions could have an adverse effect on one or more sectors to which the Company is exposed, and a disproportionate effect on the sectors as compared to the overall market, thereby negatively impacting one or more of the portfolio companies concurrently. Company-specific and industry specific risks which materially adversely affect Planet’s portfolio investments may have a materially adverse impact on our operating results.

Cash Flows/Revenue

Planet generates revenue and cash flows primarily from its proceeds from the disposition of its investments, in addition to interest income earned on the Company’s investments. The availability of these sources of funds and the amount of funds generated from these sources are dependent upon various factors, most of which are outside of the Company’s direct control. The Company’s liquidity and operating results may be adversely affected if access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to Planet, or if the value

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

of the Company’s investments decline, resulting in lesser proceeds of disposition and capital losses for Planet upon disposition.

Private Issuers and Illiquid Securities

Planet can invest in securities of private issuers. Investments in private issuers cannot be resold without a prospectus, an available exemption or an appropriate ruling under relevant securities legislation and there may not be any market for such securities. These limitations may impair Planet’s ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers may offer relatively high potential returns, but will also be subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of Planet’s possible private company investments or that the Company will otherwise be able to realize a return on such investments.

Planet also can invest in illiquid securities of public issuers. A considerable period of time may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that the Company will be unable to realize the Company’s investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

As at March 31, 2021 the Company invested $8,007 (March 31, 2020 - $6,798,987) in shares of private companies and $655,607 (March 31, 2020 - $175,000) in loans to private companies.

Share Prices of Investments

Planet’s investments in securities of public companies are subject to volatility in the share prices of the companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond the control of Planet, including quarterly variations in the subject companies' results of operations, changes in earnings (if any), estimates by analysts, conditions in the industry of the subject companies and general market or economic conditions. In recent years equity markets have experienced extreme price and volume fluctuations.

These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies. Such market fluctuations could adversely affect the market price of the Company’s investments and significantly negatively impact upon the Company’s operating results.

Concentration of Investments

There are no restrictions on the proportion of Planet’s funds and no limit on the amount of funds that may be allocated to any particular investment (subject to board approval for investments in excess of a pre-determined threshold), industry or sector. Accordingly, the Company’s investment activities may be highly concentrated in a particular company (or a limited number of companies), business, industry or

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

sector, as a consequence of which, the Company’s financial results may be substantially adversely affected by the unfavourable performance of that single (or few) investment(s) or sector.

Lack of Trading

The lack of trading volume in certain Company’s investments reduces the liquidity of an investment in an investee companies shares. Such lack of liquidity could impact the market price of the Company’s investments and negatively impact the Company’s operating results.

Dependence on Management

Planet is dependent upon the efforts, skill and business contacts of key members of management, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies which exist amongst their various fields of expertise and knowledge. Accordingly, the Company’s continued success will depend upon the continued service of these individuals who are not obligated to remain employed with Planet. The loss of the services of any of these individuals could have a material adverse effect on the Company’s revenues, net income and cash flows and could harm the Company’s ability to maintain or grow existing assets and raise additional funds in the future.

Additional Financing Requirements

Planet anticipates ongoing requirements for funds to support the Company’s growth and may seek to obtain additional funds for these purposes through public or private equity shares or debt financing. There are no assurances that additional funding will be available to the Company at all, on acceptable terms or at an acceptable level. Any additional equity financing may cause shareholders to experience dilution, and any additional debt financing may result in increased interest expense or restrictions on our operations or ability to incur additional debt. Any limitations on the Company’s ability to access the capital markets for additional funds could have a material adverse effect on the Company’s ability to grow its investment portfolio.

The Ability to Manage Growth

Significant growth in Planet’s business, as a result of acquisitions or otherwise, could place a strain on the Company’s managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Company’s technical, administrative and financial controls and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase the Company’s costs, which could have a material adverse effect on the Company.

Lack of Dividend Policy

The Company does not presently intend to pay cash dividends in the foreseeable future, as any earnings are expected to be retained for use in developing and expanding its business. However, the actual dividends received from the Company will remain subject to the discretion of the Company’s Board of

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

Directors and will depend on results of operations, cash requirements and future prospects of the Company and other factors.

Possible Dilution to Present and Prospective Shareholders

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

Conflict of Interest

Certain directors of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board of Directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Volatility of Share Price

Market prices for shares of early stage companies are often volatile. Factors such as announcements of financial results, and other factors could have a significant effect on the price of the Company’s shares.

CHANGES IN ACCOUNTING POLICIES

Details of the Company’s significant accounting policies can be found in note 3, adopted accounting standards and future accounting changes can be found in note 4 to the Company’s annual financial statements as at and for the year ended March 31, 2021. The Company is currently assessing what impact, if any, the application of the new standards or amendments (as disclosed in note 4 to the Company’s annual financial statements as at and for the year ended March 31, 2021) will have on the financial statements.

OFF- BALANCE SHEET TRANSACTIONS

The Company has not entered into any off-balance sheet arrangements.

DISCLOSURE CONTROLS AND PROCEDURES

Management has assessed the effectiveness of the Company’s disclosure controls and procedures used for the financial statements and MD&A as at March 31, 2021. Management has concluded that the disclosure controls are effective in ensuring that all material information required to be filed has been made known to them in a timely manner. The required information was effectively recorded, processed,

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PLANET VENTURES INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR YEAR ENDED MARCH 31, 2021

summarized and reported within the time period necessary to prepare the filings. The disclosure controls and procedures are effective in ensuring that information required to be disclosed pursuant to applicable securities laws are accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including its CEO and CFO, believe that any disclosure controls and procedures and internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override to the future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There have been no changes in the Company’s internal controls over financial reporting during the year ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Additional disclosures pertaining to the Company’s material change reports, press releases and other information are available on the SEDAR website at www.sedar.com

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