Plank Ventures Ltd.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED

OCTOBER 31, 2021 AND 2020

Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

TO OUR SHAREHOLDERS

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following is management’s discussion and analysis (“MD&A”) of Plank Ventures Ltd.’s (“Plank” or the “Company”) operating and financial results for the three months ended October 31, 2021 and 2020 as well as information and expectations concerning the Company’s outlook based on currently available information. This report is dated December 29, 2021.

This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements for the three months ended October 31, 2021 and 2020 and the Company’s audited annual consolidated financial statements for the years ended July 31, 2021 and 2020. Additional information is available at www.sedar.com.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable. The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s audit committee meets with management no less than quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains forward-looking information including the Company’s future plans. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward looking information, including but not limited to statements pertaining to Company’s future plans and management’s belief as to the Company’s potential involve known and unknown risks uncertainties, which could be significant, and other factors which may cause the actual results of the Company and its operations to be materially different from estimated costs or results expressed or implied by such forwardlooking statements. Forward looking information is based on management’s expectations regarding future growth, results of operations, future capital and other expenditures (including the amount, nature and sources of funding for such expenditures), business prospects and opportunities. These risks related to forward looking information include, but are not limited to: the risks associated with the commercial viability of any technologies the Company is in the process of developing or deploying, delays or changes in plans with respect to any technologies, costs and expenses, the risk of foreign exchange rate fluctuations, risks associated with securing the necessary regulatory approvals and financing to proceed with any planned business venture, product development or deployment, and risks and uncertainties regarding the potential to economically scale and bring to profitability any of the Company’s current or planned endeavors. Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause the results of the Company’s business to not to be as anticipated, estimated or intended.

There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. See the Risk Management section of this MD&A for a further description of these risks. The forward-looking information included in this MD&A is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information.

Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

1. SUMMARY OF OPERATIONS AND EVENTS

Plank Ventures Ltd. (the “Company”) was incorporated on May 1, 2013, under the Business Corporations Act.

On August 20, 2020, former parent, Mobio Technologies Inc. (“Mobio”) forgave a total of $6,543,410 in debt owed by the Company to Mobio. Amounts due to Mobio were unsecured, non-interest bearing and had no specified terms of repayment. As a result, the Company recorded a non-dilutive contribution from Mobio to the Company of $6,543,410 net of a $327 charge owing from Mobio to the Company in contributed surplus. No shares were issued as part of the transaction.

On February 3, 2021, the Company completed the consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for six pre-consolidation common shares. After consolidation, the Company had 10,142,685 common shares issued and outstanding.

On April 5, 2021, Plank closed the first tranche of a private placement and issued 1,180,000 units for total consideration of $354,000 to companies with a common director and common officer. On June 24, 2021, the Company completed the second and final tranche of the private placement for 6,417,334 units for gross proceeds of $1,925,200. Each unit consists of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles its holder to purchase one common share in the capital of the Company at a price of $0.35 for a period of two years following the issuance date.

As of June 30th 2021, common shares commenced trading at market open July 2, 2021 with 17,740,019 common shares, 50,000 stock options and 3,798,667 warrants issued and outstanding.

The Company invests in business opportunities in the technology arena. The target investments are earlystage start-ups that have already developed a customer and revenue base and are seeking funding for expansion.

Investment in Votigo, Inc. (“Votigo”)

On November 12, 2019, the Company acquired 29.11% ownership interest in Votigo via purchase of 834,349 Series A and 333,334 Series B Convertible Preferred Shares. The Company also had an option to acquire a further 834,349 Series A Shares for a two-year period. The option expired unexercised.

In connection with the transaction, the Company issued 50,000 stock options to management of Votigo. The options are exercisable at a price of $0.60 per share for a period of 10 years. The options vest over a fouryear period, with one quarter of the options vesting in one year, and thereafter vesting monthly.

On October 29, 2020, the Company purchased an additional 777,777 Series B Shares at US$0.90 per Series B Share, or US$699,999 in the aggregate. The Company is the only holder of Series B Shares. The holders of Series B Shares have certain protective provisions whereby Votigo must obtain the consent from a majority of the holders of Series B Shares prior to entering into certain transactions. In addition, the Company entered into a voting agreement which gives the Company the right to appoint the majority of the directors of Votigo.

As at the date of this report, the Company owns 40.62% of Votigo and is the sole owner of Series B Shares. As the Company is the sole owner of Series B shares and have certain protective provisions including the ability to elect the majority of the directors, in accordance with IFRS 10, the Company has control over Votigo.

In connection with the receipt of funds from the sale of the 777,777 Series B Shares, Votigo has acquired Laughton Marketing Communications, Inc. dba US Sweepstakes and Fulfillment Company (“US Sweeps”), a Rochester, NY based sweepstakes and fulfilment company for US$750,000 payable as follows: US$250,000

Plank Ventures Ltd.

Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

at closing (paid on October 29, 2020), a further US$250,000 not later than 12 months after the closing date, and the final US$250,000 not later than 24 months after the closing date. On October 28, 2021, Votigo paid the first instalment of US$250,000 to the previous shareholders of US Sweeps in cash, leaving one final US$250,000 payment owing.

The investment in Votigo and US Sweeps were accounted for as a business combination. In accordance with IFRS 3 “Business Combinations”, the assets acquired and liabilities assumed are measured at their fair value at the acquisition date and the excess value of the consideration above the fair value of the net assets acquired is recognized as goodwill.

Investment in ThinkCX Technologies Inc. (“ThinkCX”)

On August 30, 2018, the Company purchased 945,945 units of ThinkCX for $350,000. Each unit consisted of one Series 1 Class A preferred share and one Series 1 Class A preferred share purchase warrant. Each share purchase warrant entitles the Company to purchase an additional Series 1 Class A preferred share of ThinkCX at a price of $0.37 until August 23, 2019. The warrants have expired unexercised.

Investment in SiteMax Systems Inc. (“SiteMax”)

On January 19, 2019, the Company received 333,140 Series 1 seed preferred shares of SiteMax with a fair value of $276,507 from Mobio in connection with the Plan of Arrangement between the Company and Mobio with a corresponding increase in the loan due to Mobio. The Company also received warrants to purchase up to 166,570 Class 1 common shares of SiteMax at an exercise price of $0.83 per share.

On January 29, 2019, the Company entered into an agreement to purchase up to 476,189 Series 2 seed preferred shares and warrants to purchase up to 238,094 Class 1 common shares of SiteMax at an exercise price of $1.26 per share, for $600,000. The Company paid $425,000 initially and was committed to advance an additional amount of $175,000 upon SiteMax achieving $80,000 in monthly recurring revenue. During the year ended July 31, 2020, the Company advanced an additional amount of $175,000 to SiteMax.

During the year ended July 31, 2020, the Company exercised 150,601 SiteMax warrants at an exercise price of $0.83 per share and 79,365 SiteMax warrants at an exercise price of $1.26 per share to purchase an aggregate of 229,966 common shares of SiteMax.

On January 21, 2021, the Company loaned $100,000 to Site Max. The loan bears interest at a monthly rate of 2% and is repayable in six equal monthly instalments commencing six months from the date of the loan. During the period ended October 31, 2021, the Company earned interest of $654 (October 31, 2020 - $Nil) on the loan. The loan was repaid in full on August 11, 2021.

During the year ended July 31, 2021, the Company exercised 325,299 warrants at an exercise price of $1.26 per share to purchase an additional 325,299 common shares of SiteMax.

During the year ended July 31, 2021, the Company recorded a fair value gain of $188,123 (July 31, 2020 - $586,001) on SiteMax investments.

As at October 31, 2021, the Company holds an aggregate of 555,265 (October 31, 2020 – 229,966) Class 1 common shares and 809,329 (October 31, 2020 – 809,329) preferred shares.

Investment in 500 Startups Canada, L.P. (“500 Startups”) and Sockeye Technologies Inc. (“Sockeye”)

On February 22, 2019, in accordance with the Plan of Arrangement, Mobio transferred various investments with a fair value of $705,666 to the Company with a corresponding increase in the loan to Mobio. Investees included, among others, 500 Startups and Sockeye.

Plank Ventures Ltd.

Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

The Company’s investment in Sockeye consisted of an unsecured convertible promissory note. During the year ended July 31, 2021, the Company earned interest income of $359 on the note (July 31, 2020 - $22,060), recognized a loss on change in fair value of $180,825 (July 31, 2020 – gain of $180,825), and received $276,534 as repayment in full of the note.

During the year ended July 31, 2021, the Company received a cash dividend of $7,609 from its investment in 500 Startups and recorded a gain on change in fair value of $158,500 (July 31, 2020 - $34,532).

Investment in Shop and Shout Ltd. (“Creator”)

On March 5, 2021, the Company subscribed for 117,647 common shares of Shop and Shout Ltd., a Vancouver-based technology company doing business as Creator.co (“Creator”), by way of participating in a non-brokered private placement financing at a price of $0.85 per common share for the total consideration of $100,000.

On September 10, 2021, the Company subscribed to an additional 200,000 common shares of Creator by participating in a non-brokered private placement financing at a price of $1.00 per common share for total consideration of $200,000.

As of October 31, 2021, the Company owns 3.13% of the issued and outstanding common shares of Creator.

Investment in Karve IT Ltd. (“Karve”)

On April 30, 2021, the Company subscribed to 310,000 common shares of Karve IT Ltd. at the price of $1 per common share, for an aggregate subscription price of $310,000 to be paid as follows:

$30,000 in cash paid on April 30, 2021.
The Company agreed to make fourteen monthly payments of $20,000 each commencing June 1, 2021, and ending July 1, 2022 (paid $150,000 to October 31, 2021).

Karve will issue common shares to the Company upon receipt of each payment. The Company may prepay all or any portion of the subscription price at any time, and from time to time.

As at October 31, 2021, the Company owns 150,000 shares of Karve, representing 24.08% of the Company.

Investment in Leaf Mobile Inc. (“Leaf”)

On February 5, 2021, the Company received a cash dividend of $19,202, cash proceeds of $62,249, and 153,378 post-consolidation common shares of Leaf, a publicly traded company on the Toronto Stock Exchange, in consideration of its previously impaired investment in Eastside Games Inc. The shares were recorded at fair value of $345,101 based on the market price at the time. As a result, the Company recognized $407,349 as a recovery during the year ended July 31, 2021.

During the year ended July 31, 2021, the Company recognized fair value gain of $115,033 (July 31, 2020 - $Nil) due to change in share price of Leaf and recognized fair value loss of $173,891 (July 31, 2020 - $Nil) due to DLOM discount.

During the period ended October 31, 2021, the Company recognized fair value loss of $69,020 (October 31, 2020 - $Nil) due to change in share price of Leaf and recognized fair value gain of $14,180 (October 31, 2020 - $Nil) due to a reduction in DLOM discount.

As at October 31, 2021, the Company held 153,378 shares of Leaf, of which 3,510 are unrestricted.

Investment in CodeZero Technologies Inc. (“CodeZero”)

On September 15, 2021, the Company invested $300,000 in convertible promissory note issued by CodeZero, a Vancouver-based technology company. The note is due on November 15, 2022 and carries a 6% annual

Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

interest rate. The note is eligible to be converted into equity of CodeZero at a 20% discount to the next round of financing by CodeZero.

2. EARNINGS AND EXPENSES

Following is a discussion of the Company’s consolidated interim financial results for the three months ended October 31, 2021 and 2020. The condensed consolidated interim financial statements of the Company for the three months ended October 31, 2021 and 2020, have been prepared in accordance with IAS34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All intercompany balances and transactions have been eliminated upon consolidation.

Three Months Ended October 31, 2021 and 2020

Revenue

The Company’s revenues are mainly from social promotions platform carried out by its controlled subsidiaries Votigo (since acquisition on November 12, 2019) and US Sweeps (acquired October 29, 2020). The revenues for the three-months ended October 31, 2021 were $932,779 compared to $380,963 in the threemonths ended October 31, 2020. The variance is due to the acquisition of US Sweeps.

Expenses

The Company’s expenses for the three-months ended October 31, 2021, were $815,009 compared to $566,005 for the three-months ended October 31, 2020. Major variances are as follows:

Management and consulting fees of $70,500 for the three months ended October 31, 2021, compared to $54,659 for the three months ended October 31, 2020. The increase is due to the additional management required with the acquisition of US Sweeps and an increase in investment activity by the Company.
Personnel of $475,830 for the three months ended October 31, 2021, compared to $332,270 for the three months ended October 31, 2020. The increase is related to the salaries and related employment costs incurred in the operations of US Sweeps.
Professional fees of $68,042 for the three months ended October 31, 2021, compared to $46,649 for the three months ended October 31, 2020. The increase is related to the increased audit fee accrual and additional marketing expenses for the period.
Office and administration of $148,782 for the three months ended October 31, 2021, compared to $38,207 for the three months ended October 31, 2020. The increase is related to rent and utilities and other operating expenses related to the US Sweeps operations, as well as increased insurance, administration, and IT expenses of the Company.

Other items for the three months ended October 31, 2021, came to a net loss of $180,158 compared to a net gain of $6,447,782 for the three months ended October 31, 2020. The variance is mainly related to the increase in interest expense on term loans payable, fair value loss on revaluation of investment in publicly traded shares of Leaf, and Mobio forgiving a total of $6,543,410 in debt owed by the Company to Mobio on August 20, 2020.

Interest expense of $151,816 for the three months ended October 31, 2021, compared to $87,974 for the three months ended October 31, 2020. The increase is related to interest and accretion on term loans payable by Plank and outstanding payable on investment in US Sweeps.
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Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

Fair value loss on investments of $54,840 for the three months ended October 31, 2021, compared to $Nil for the three months ended October 31, 2020. The difference is from a decrease in value of publicly traded shares of Leaf.
Debt cancellation and forgiveness of $Nil for the three months ended October 31, 2021, compared to gain of $6,543,410 for the three months ended October 31, 2020. The difference is due to Mobio Mobio forgiving a total of $6,543,410 in debt owed by the Company to Mobio on August 20, 2020. Debt cancellation and forgiveness was previously recorded in the Company’s amended and restated condensed consolidated interim statements of loss and comprehensive loss for the three months ended October 31, 2020 and 2019. After additional review, management has determined that it should be recorded as a non-dilutive contribution from Mobio to the Company of $6,543,410 net of a $327 charge owing from Mobio to the Company in contributed surplus, thus reversing its previous recording in the statements of loss and comprehensive loss. No shares were issued as part of the transaction.

3. LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2021, the Company had a working capital of $1,917,986, compared to a working capital deficit of $3,180,541 at October 31, 2020.

On August 20, 2020, Mobio forgave a total of $6,543,410 in debt owed by the Company to Mobio. As a result, the Company recorded a non-dilutive contribution from Mobio to the Company of $6,543,410 net of a $327 charge owing from Mobio to the Company in contributed surplus.

On December 31, 2020, the Company converted a loan from a company controlled by a director of a related company of $1,058,774 into 3,529,246 common shares and converted a loan from a company controlled by an officer of $76,667 into 255,555.

On March 12, 2021, all of the outstanding related party loans payable were extended to mature on December 31, 2022. Details of related party loan extensions are in Note 5 below.

On April 5, 2021, the Company closed the first tranche of a private placement and issued 1,180,000 units for total consideration of $354,000 to companies with a common director and common officer. On June 24, 2021, the Company completed the second and final tranche of the private placement for 6,417,334 units for gross proceeds of $1,925,200 of which 6,000,000 units were issued to company controlled by a director.

During the year ended July 31, 2021, the Company received loans totalling US$1,100,000 from a company with common director and common officer. The loans are secured by a promissory note, bear interest at 10% per annum and repayable on December 31, 2022.

The Company’s continued activities over the long term are dependent upon the Company’s ability to raise additional capital in the future, achieve profitability, monetize one or more of its proprietary technologies, or reduce discretionary expenditures.

Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

4. SELECTED QUARTERLY INFORMATION

The following table provides a brief summary of the Company’s financial results for each of the eight most recent quarters. For additional information pertaining to the Company’s quarterly results, please refer to the Company’s audited annual consolidated financial statements for the years ended July 31, 2021 and 2020, to the Company’s condensed consolidated interim financial statements for corresponding periods, and to the MD&A for each period presented, which are available at www.sedar.com.

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5. RELATED PARTY TRANSACTIONS

On December 31, 2020 the Company converted a loan from a company controlled by a director of a related company of $1,058,774 into 21,175,479 common shares and converted a loan from a company controlled by an officer of $76,667 into 1,533,329 common shares.

During the year ended July 31, 2021, the Company extended the following related party loans from companies with common director and common officer to mature on December 31, 2022:

US$300,000 (original face value of $379,828) loan issued on August 30, 2018. The loan is unsecured and bears interest at 10% per annum.
$700,000 loan issued on January 29, 2019. The loan is unsecured and bears interest at 10% per annum.
$200,000 loan issued on April 6, 2020. The loan is secured by a promissory note and bears interest at 10% per annum.
US$400,000 (original face value of $527,440) loan issued on September 18, 2020. The loan is unsecured and bears interest at 10% per annum.
US$700,000 (original face value of $919,730) loan issued on October 15, 2020. The loan is unsecured and bears interest at 10% per annum.

During the year ended July 31, 2021, included in the private placement units issued by the Company were 1,180,000 units for total consideration of $354,000 and 6,000,000 units for total consideration of $1,800,000 to companies with common directors, common officers or a company controlled by a director. All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with the applicable securities legislation.

Plank Ventures Ltd.

Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

During the periods ended October 31, 2021 and 2020, interest and accretion recorded on related party loans were as follows:

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During the periods ended October 31, 2021 and 2020, payments to key management and directors were as follows:

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Out of the total:

$70,500 is included in management and consulting fees (October 31, 2020 - $42,770),

$7,500 is included in professional fees (October 31, 2020 - $Nil),

Included in accounts payable and accrued liabilities is an amount of $245,000 (July 31, 2021 - $214,084) owing to companies controlled by directors and officers of the Company. Amounts payable to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

6. FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, and loans payable. As at October 31, 2021, there were no significant differences between the carrying amounts of these items and their estimated fair values. The carrying value of these items approximates their fair values.

Loans payable are measured at amortized cost using the effective interest rate method and transaction costs associated with the loans are amortized through net loss over the life of the loans.

Fair Value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy based on the degree to which the inputs used to determine the fair value are observable.

The three levels of the fair value hierarchy are:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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Plank Ventures Ltd.

Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

As of October 31, 2021, the Company classified cash as Level 1 and investments as Level 3. The fair value of investments is determined using various valuation techniques which include comparable company metrics, Black-Scholes Option Pricing Models, and discounted cash flow analysis. The Company also has an option to acquire a further 834,346 Series A Shares of Votigo which is valued using the Black Scholes Option Pricing Model.

The Board of Directors approves and monitors the risk management processes. The Company has exposure to the following risks from its use of financial instruments:

Interest rate risk
Credit risk
Liquidity risk
Market risk
Currency risk

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. All of the Company’s loans payable and investments have a fixed interest rate therefore the Company is not currently exposed to interest rate risk.

Credit Risk

Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its contractual obligations. The credit risk of the Company is associated with cash. Management believes that the credit risk with respect to cash is minimal as balances are held with a high-credit quality financial institution.

Currency risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to foreign currency exchange risk as it has sales and contracts denominated in currencies other than the functional currency of the Company and its subsidiaries.

The Company’s reporting currency is the Canadian dollars and as such the Company is exposed to foreign currency fluctuations on its US dollar denominated financial instruments. As at October 31, 2021, the Company had US dollar denominated cash of US$107,510 (July 31, 2021 – US$124,181), and loans payable of US$1,400,000 (July 31, 2021 – US$1,400,000). As at October 31, 2021, a 10% change in exchange rates between US dollars and Canadian dollars would impact the Company’s net income by approximately $160,062 (July 31, 2021 – $158,993).

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining sufficient cash to enable settlement of transactions on the due date. Management monitors the Company’s contractual obligations and other expenses to ensure adequate liquidity is maintained.

Market Risk

The Company’s exposure to financial market risk is limited, as it presently does not have any investments where value fluctuates as a result of changes in prices quoted in open markets.

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Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

7. RISK MANAGEMENT

Early stage technology companies face many risks. While management is unable to eliminate risks, the Company is intent on identifying and mitigating such risks as much as is reasonably possible.

In evaluating an investment in Plank, in addition to other information contained in this MD&A, investors should consider the following risk factors associated with Plank’s business of investing in startup companies. These risk factors are not a definitive list of all risk factors associated with the Company and its business.

Risk of Loss of Entire Investment

Investing in startup companies involves a high level of risk. Startup companies may fail completely, or the Company may be unable to resell the shares it owns in the startups or collect upon the debt instrument that the Company has purchased from the startups. In these situations, the Company may lose the entire amount of the investment.

Return on Investment is Not Guaranteed

The amount of return on investment, if any, is highly variable and not guaranteed. Some startups may be successful and generate significant returns, but many will not be successful and will only generate small returns, if any at all. Investment returns that the Company may receive will be variable in amount, frequency, and timing.

Delay in Return on Investment

Any returns generated by startup companies may take several years to materialize. Most startups take five to seven years to generate any investment return, if at all.

Liquidity Risk

It may be difficult to resell the investment in a startup. Startup investments are privately held companies and are not traded on a public stock exchange. Also, there is currently no readily available secondary market for private buyers to purchase securities of startups. Furthermore, there may be restrictions on the resale of the shares of the startup and the ability to transfer those shares.

Dilution Risk of the Investment

Startup companies may need to raise additional capital in the future through the issue of additional shares. This will dilute the percentage ownership that Plank has in the company.

Risk of Inaccurate Valuation of the Investment

Unlike publicly traded companies that are valued through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess. The issuer will set the share price of the investment and there is a risk of overpaying for that investment.

Risk of Failure of the Startup

Investments in startups are speculative and these companies often fail. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup often relies on the development of a new product or service that may or may not find a market.

Risk of Profitability of Startup Companies

A startup company is still in an early phase and may be just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of achieving profitability should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The startup company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

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Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

Funding risk

A startup company may require funds in excess of its existing cash resources to fund operating expenses, develop new products, expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the startup company needs additional funding, it is possible that the company will be unable to obtain additional funding when it needs it, or the terms of any available funding may be unfavorable. If the company is unable to obtain additional funding, it may not be able to repay debts when they are due, or the new funding may excessively dilute existing investors. If the company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing and expansion efforts and, if it continues to experience losses, potentially cease operations.

Disclosure risks

The startup company is at an early stage and may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long trading history. The company is also only obligated to provide limited information regarding its business and financial affairs to investors.

Personnel risks

An investment in a startup is also an investment in the management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. The startup company’s management may not have the necessary expertise and experience to deliver on the company’s business plan.

Competition risk

The startup may face competition from other companies, some of which might have received more funding than the startup has. One or more of the company’s competitors could offer services similar to those offered by the company at significantly lower prices, which would cause downward pressure on the prices the company would be able to charge for its services. If the company is not able to charge the prices it anticipates charging for its services, there may be a material adverse effect on the company’s results of operations and financial condition.

Market demand risk

While a startup company believes that there will be customer demand for its products, there is no assurance that there will be broad market acceptance of the company’s offerings. There also may not be broad market acceptance of the company’s offerings if its competitors offer products which are preferred by prospective customers. In such event, there may be a material adverse effect on the company’s results of operations and financial condition, and the company may not be able to achieve its goals.

Growth risk

For a startup to succeed, it will need to expand significantly. There can be no assurance that it will achieve this expansion. Expansion may place a significant strain on the company’s management, operational and financial resources. To manage growth, the company will be required to implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative and operations staff. There can be no assurance that the company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations. The company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations, and financial condition.

Control risks

Because the startup company’s founders, directors and executive officers may be among the company’s largest stockholders, they can exert significant control over the company’s business and affairs and have

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Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

actual or potential interests that may depart from Plank’s. The company’s founders, directors and executive officers may own or control a significant percentage of the startup company. In addition to their board seats, such persons will have significant influence over corporate actions requiring stockholder approval, irrespective of how the company’s other shareholders, including Plank, may vote.

Cyber Security Risks

As the Company continues to increase its dependence on information technologies to conduct its operations, the risks associated with cyber security also increase. The Company relies on management information systems and computer control systems. Business and supply chain disruptions, plant and utility outages and information technology system and network disruptions due to cyber-attacks could seriously harm its operations and materially adversely affect its operation results, Cyber security risks include attacks on information technology and infrastructure by hackers, damage or loss of information due to viruses, the unintended disclosure of confidential information, the issue or loss of control over computer control systems, and breaches due to employee error. The Company’s exposure to cyber security risks includes exposure through third parties on whose systems it places significant reliance for the conduct of its business. The Company has implemented security procedures and measures in order to protect its systems and information from being vulnerable to cyber-attacks. The Company believes these measures and procedures are appropriate. To date, it has not experienced any material impact from cyber security events. However, it may not have the resources or technical sophistication to anticipate, prevent, or recover from rapidly evolving types of cyber-attacks. Compromises to its information and control systems could have severe financial and other business implications

COVID-19

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (“COVID-19”). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations, cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in 2020.

8. ACCOUNTING POLICIES & USE OF CRITICAL ESTIMATES

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. An area subject to significant estimates is the impairment of financial and non-financial assets. Actual results could differ from those estimates.

The most significant judgement applied in the preparation of the consolidated financial statements relates to the carrying value of the Company’s investments. The Company invests in startup technology companies whose products and services are under development. The successful development and commercialization of these products and services is subject to a high degree of risk. Judgement is applied in the consideration of impairment indicators of investments.

The preparation of the consolidated financial statements required the use of judgment in assessing whether certain acquisitions meet the definition of a business as defined in IFRS 3, Business Combinations. Those acquisitions which meet the definition of a business are accounted for as a business combination using the purchase method and require the purchase price to be allocated to the fair values of the net assets acquired, including any intangible assets that may have arisen as a result of the acquisition, with the remainder of the purchase price allocated to goodwill. Those acquisitions which did not meet the definition of a business

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Plank Ventures Ltd. Management’s Discussion and Analysis Three months ended October 31, 2021 and 2020

are accounted for as a purchase of assets. The judgment applied to making this determination includes assessing whether the acquisition contains inputs, processes, and outputs as described in IFRS 3.

The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to asset impairment. The recoverable amount of an asset or a cash generating unit (“CGU”) is determined using the greater of fair value less costs to sell and value in use which requires the use of various judgments, estimates, and assumptions. The Company identifies CGUs as identifiable groups of assets that are largely independent of the cash inflows from other assets or groups of assets. Value in use calculations require estimations of discount rates and future cash flows derived from revenue growth, gross margin and operating costs. Fair value less costs to sell calculations require the Company to estimate fair value of an asset or a CGU using market values of similar assets as well as estimations of the related costs to sell.

Management has applied judgments in the assessment of the Company’s ability to continue as a going concern when preparing its condensed consolidated interim financial statements for the three months ended October 31, 2021. Management prepares the consolidated financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management considered a wide range of factors relating to current and expected profitability, current working capital levels, and potential sources of replacement financing.

As a result of the assessment, management concluded the going concern basis of accounting is appropriate based on its profit and cash flow forecast and expectations with respect to access to financing for the next twelve months.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

9. OUTSTANDING SHARE DATA

As of October 31, 2021, and the date of this report 17,740,019 common shares were issued and outstanding. As of October 31, 2021, and the date of this report, the Company has 50,000 stock options and 3,798,667 warrants outstanding.

10. SUBSEQUENT EVENTS

On December 22, 2021, Plank’s subsidiary Votigo Inc. signed a non-binding Letter of Intent and Term Sheet to purchase 100% of a target in the sweepstakes and contest administration space (the “Target”). The Target administers sweepstakes, games and contests. Services include promotion concept evaluation, official rules development, legal services, state registrations, entry page development, judging services, winner selection, verification and notification, prize fulfillment and tax form issuance. The non-binding purchase price for the interests is expected to be $1,650,000 USD and is targeting to close February 1, 2022. The Company intends to finance the purchase with current cash on hand but is also exploring additional methods of financing.

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Plank Ventures Ltd. — Interim / Quarterly Report 2022

47753_rns_2021-12-29_a7c3bb79-8861-40a3-9672-178adfaf1f3e.pdf