Plank Ventures Ltd. — Interim / Quarterly Report 2022

Dec 29, 2021

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Plank Ventures Ltd.

Condensed Consolidated Interim Financial Statements (Unaudited)

(EXPRESSED IN CANADIAN DOLLARS)

For the Three Months Ended October 31, 2021 and 2020

Index

Condensed Consolidated Interim Statements of Financial Position

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficiency)

Condensed Consolidated Interim Statements of Cash Flows

Notes to Condensed Consolidated Interim Financial Statements

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NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The Company’s auditors have not reviewed or been involved in the preparation of these condensed consolidated interim financial statements.

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

In accordance with National Instrument 51-102 Section 4.3(3)(a) released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants Canada for a review of condensed consolidated interim financial statements by an entity’s auditor, for the three-month periods ended October 31, 2021 and 2020.

The accompanying condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

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PLANK VENTURES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian Dollars)

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See accompanying notes to the condensed consolidated interim financial statements.

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PLANK VENTURES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited - Expressed in Canadian Dollars)

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See accompanying notes to the condensed consolidated interim financial statements.

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PLANK VENTURES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (Unaudited - Expressed in Canadian dollars)

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See accompanying notes to the condensed consolidated interim financial statements.

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PLANK VENTURES LTD. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in Canadian Dollars)

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See accompanying notes to the amended and restated condensed consolidated interim financial statements.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

1. NATURE OF OPERATIONS AND GOING CONCERN

Plank Ventures Ltd. (“Plank” or the “Company”) was incorporated on May 1, 2013, under the Business Corporations Act. The Company’s registered and records office is located at 1080 – 789 West Pender Street, Vancouver, BC, V6C 1H2. Plank is a public company whose shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “PLNK”. The Company invests in business opportunities in the technology arena. The target investments are early-stage start-ups that already have developed a customer and revenue base and are seeking funding for expansion.

These condensed consolidated interim financial statements have been prepared using the going concern assumption, which assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2021, the Company has an accumulated deficit of $7,586,430.

The continuing operations of the Company are dependent upon its ability to develop profitable operations in the future and to raise adequate financing, if necessary. As of October 31, 2021, the Company had a cash balance of $3,651,995 to settle current liabilities of $3,040,425. As of October 31, 2021, the Company had a working capital surplus of $1,917,986. Management is of the opinion that the Company has sufficient liquidity and financial capital resources to sustain its operations for the foreseeable future and that the going concern assumption is appropriate.

There can be no assurance that the Company will be successful in achieving profitability or maintaining a necessary cash balance to finance operations. These conditions indicate existence of material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern. The condensed consolidated interim financial statements do not include any adjustments relating to the recoverability of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments may be material.

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 future periods.

2. BASIS OF PRESENTATION

These condensed consolidated interim financial statements were authorized for issue on December 29, 2021, by the Board of Directors of the Company.

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for full annual audited financial statements and should be read in conjunction with the annual audited financial statements of the Company for the years ended July 31, 2021, and 2020.

Functional and Presentation Currency

The condensed consolidated interim financial statements are presented in Canadian dollars, which is the functional currency of Plank Ventures Ltd.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

2. BASIS OF PRESENTATION (CONT’D)

Basis of Measurement

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair values. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting.

Use of Estimates and Judgments

The preparation of the condensed consolidated interim 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. Actual results could differ from those estimates.

The most significant judgement applied in the preparation of these condensed consolidated interim financial statements relate to the carrying value of the Company’s investments (Note 9) and the carrying value of goodwill and intangible assets (Note 8). The Company invests in start-up 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 the fair value of investments at each reporting period.

Management has applied judgments in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the period ended October 31, 2021. Management prepares the condensed consolidated interim 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 and, as described in Note 1, management concluded the going concern basis of accounting is appropriate based on its cash flow forecast and expectations with respect to access to financing for the next twelve months. Other significant judgements and estimates were used with respect to the determination of whether a business combination or an asset acquisition took place in the period, whether the Company had significant influence over an investment, the expected life of intangible assets, and the impairment of goodwill.

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.

Principles of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiaries.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

2. BASIS OF PRESENTATION (CONT’D)

Details of controlled subsidiaries are as follows:

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Votigo is a controlled subsidiary of the Company. The Company acquired an interest in Votigo and entered into a voting agreement giving the Company the ability to elect the majority of the board. Laughton Marketing Communications, Inc. dba US Sweepstakes and Fulfillment Company (“US Sweeps”), a Rochester, NY based sweepstakes and fulfilment company is a wholly owned subsidiary of Votigo. Votigo acquired US Sweeps on October 29, 2020 (Note 3).

3. ACQUISITION

(a) Votigo

On November 12, 2019, the Company acquired 29.11% ownership interest in Votigo via the 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.

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’s total outstanding issued shares 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.

The investment in Votigo was 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.

The subsequent investment of $699,999 in 777,777 Series B Shares during the period ending October 31, 2020 (noted above) was recorded as a “Change in Ownership Interest” in accordance with IFRS 10 and the carrying amounts of the controlling and non-controlling interests were adjusted by $374,077 to reflect the changes in their relative interests in the subsidiary (Note 18).

At July 31, 2021, the Company determined that goodwill in Votigo was impaired and recorded an impairment of $432,663 in the consolidated statements of income (loss) and comprehensive income (loss) (Note 8).

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

3. ACQUISITION (CONT’D)

(b) US Sweeps

On October 29, 2020, Votigo acquired 100% of US Sweeps for US$750,000 which was payable as follows: US$250,000 (C$333,725) at closing, 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. The fair value of the loans payable were US$217,558 (CDN $290,196) and US$189,182 (CDN $252,344), calculated by discounting the future cash payments at a market rate of interest of 15%. 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 purchase price of US Sweeps is allocated as follows:

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The acquisitions of US Sweeps by Votigo was 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 which amounted to $189,463 as reflected in Note 8.

4. ACCOUNTS RECEIVABLE

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

PLANK VENTURES LTD.

5. EQUIPMENT

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6. RIGHT-OF-USE ASSET

On January 1, 2020, the Company entered into an office lease agreement for a term of three years. In accordance with IFRS 16, the Company recorded a right-of-use asset and a lease liability with a fair value of $99,045. Fair value was determined by discounting future lease payments at a discount rate of 5% per annum.

The Company’s right-of-use asset as at October 31, 2021:

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7. LOAN RECEIVABLE

On January 27, 2021, the Company loaned $100,000 to SiteMax Systems Inc. (Note 9). 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. The loan was repaid in full on August 11, 2021.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

7. LOAN RECEIVABLE (CONT’D)

The Company’s loan receivable as at October 31 and July 31, 2021 was as follows:

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8. INTANGIBLE ASSETS

Intangible assets acquired during the year ended July 31, 2021 are related to the acquisition of US Sweeps and consist mainly of brand names and customer relationships. Amortization is calculated on a straight-line method over their estimated useful lives of 10 years (Note 3).

A summary of the Company’s intangible assets are as follows:

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9. INVESTMENTS

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. The warrants have since expired unexercised.

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

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

9. INVESTMENTS (CONT’D)

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.

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.

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 (Note 7). The loan was repaid in full on August 11, 2021.

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.

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 for 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.

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

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

9. INVESTMENTS (CONT’D)

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.

As at October 31, 2021, the Company held 153,378 shares of Leaf, of which 3,510 are unrestricted. The fair value of the unrestricted shares is determined by taking the number of unrestricted shares and multiplying by price per share prevailing on the market at the date closest to date of the financial statements. The fair value of the restricted shares is based on the number of restricted shares multiplied by the price per share prevailing on the market at the date closest to date of the financial statements with a discount applied for lack of marketability (“DLOM”). The DLOM reflects the impact of the restriction period on the fair value of the shares due to the time value of money, the risk of trading price fluctuation, and the opportunity cost of not being permitted to liquidate the restricted shares and use the proceeds in an alternative investment.

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.

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 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.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

9. INVESTMENTS (CONT’D)

Investment transactions for the three months ended October 31, 2021 are as follows:

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Investment transactions for the year ended July 31, 2021 are as follows:

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10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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11. LEASE PAYABLE

On January 1, 2020, the Company entered into an office lease agreement for a term of three years. In accordance with IFRS 16, the Company recorded a lease asset and a lease liability with a fair value of $99,045. Fair value was determined by discounting future lease payments at a discount rate of 5% per annum.

The Company’s lease liability as at October 31, 2021:

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

12. GOVERNMENT GRANTS AND LOANS

On June 30, 2020, the Company received a loan for gross proceeds of $200,926 (US$149,900) from the U.S. Small Business Administration under the Economic Injury Disaster Loan (“EIDL”) program. The loan bears annual interest at a rate of 3.75% per annum. Monthly repayments of $963 (US$778) will commence 24 months from the disbursement date on June 30, 2022 and the loan matures in 30 years on June 30, 2050.

The benefit of the government loan received at below market rate of interest is treated as a government grant. The loan was recognized at fair value using the Company’s incremental borrowing rate of 20% per annum. The difference between the initial carrying amount and proceeds received of $151,866 is the value of the grant. During the period ended October 31, 2021, additional expenses were incurred for which the grant was intended to compensate; as a result, $19,720 was recognized as income (October 31, 2020 – $12,468).

During the period ended October 31, 2021, the Company recorded interest and accretion of $3,681 on the loan (October 31, 2020 - $1,885).

The balances of the EIDL loan outstanding are as follows:

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The breakdown between current and non-current portion of the loan are as follows:

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The balances of the deferred government grant are as follows:

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13. RELATED PARTY LOANS

On August 30, 2018, the Company received a loan in the amount of $379,828 (US$300,000) from a company controlled by an officer. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest are due on August 30, 2020. The loan was originally recorded at face value of $379,828 less the value of the equity component of the loan, determined by discounting the loan at an appropriate market rate of interest, of $57,836. On March 12, 2021, the loan was

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

13. RELATED PARTY LOANS (CONT’D)

extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $69,451 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the period ended October 31, 2021, the Company recorded $20,715 (October 31, 2020 - $19,883) in interest and accretion on the loan (Note 15). The balance of the loan at October 31, 2021 is $456,380.

On January 29, 2019, the Company received a loan in the amount of $700,000 from a company with a common director. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest are due on January 29, 2021. The loan was originally recorded at face value of $700,000 less the value of the equity component of the loan, determined by discounting the loan at an appropriate market rate of interest, of $108,147. On March 12, 2021, the loan was extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $130,326 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the period ended October 31, 2021, the Company recorded $36,967 (October 31, 2020 - $33,836) in interest and accretion on the loan (Note 15). The balance of the loan on October 31, 2021 is $823,050.

On April 6, 2020, the Company received a loan in the amount of $200,000 from a company controlled by a director of a related company. The loan is secured by a promissory note, bears interest at 10% and is due on demand. On March 12, 2021, the loan was extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $31,792 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the period ended October 31 2021, the Company recorded interest and accretion of $9,421 (October 31, 2020 - $5,041) on the loan (Note 15). The balance of the loan at October 31, 2021 is $210,754.

On September 18, 2020, the Company received a loan in the amount of $527,440 (US$400,000) from a company with a common director. The loan is secured by promissory note and bears interest at 10% per annum. Principal and any unpaid interest are due on September 16, 2021. On March 12, 2021, the loan was extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $76,172 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the period ended October 31, 2021, the Company recorded $22,720 in interest and accretion on the loan (October 31, 2020 - $6,292) (Note 15). The balance of the loan at October 31 2021 is $500,544.

On October 15, 2020, the Company received a loan in the amount of $919,730 (US$700,000) from a company controlled by a director of a related company. The loan is secured by a promissory note and bears interest at 10% per annum. Principal and any unpaid interest are due on December 31, 2022. The Company recognized an equity component of $162,073 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the period ended October 31, 2021, the Company recorded $37,858 in interest and accretion on the loan (October 31, 2020 - $4,342) (Note 15). The balance of the loan at October 31, 2021 is $865,730.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

13. RELATED PARTY LOANS (CONT’D)

A summary of the loans is as follows:

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14. SHARE CAPITAL

Authorized:

Unlimited number of common shares without par value.

Issued:

As at October 31, 2021, the Company had 17,740,019 common shares issued and outstanding (July 31, 2021 – 17,740,019).

Warrants

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. Each unit consists of one common share and onehalf 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. On the date of each of the closing, the Company determined that the value of the warrants using the residual method to be nominal and allocated total proceeds to share capital.

As at October 31, 2021, the Company had 3,798,667 warrants issued and outstanding (July 31, 2021 – 3,798,667).

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

14. SHARE CAPITAL (CONT’D)

Stock Options

During the year ended July 31, 2019, the Company established a stock option plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company by encouraging the directors, officers, employees, and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire common shares of the Company thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

The aggregate number of shares that may be issued pursuant to the exercise of options awarded under the stock option plan and all other security-based compensation arrangements of the Company shall not exceed ten (10%) percent of the issued and outstanding shares immediately following the issuance of shares pursuant to the Plan of Arrangement.

On November 12, 2019, the Company issued 50,000 stock options to management of Votigo in connection with its investment. The options are exercisable at a price of $0.60 per share for a period of 10 years. The fair value of the options was $29,928 using the Black-Scholes option pricing model with the following assumptions: volatility of 190.67%, expected life of 10 years, risk-free interest rate of 1.47% and expected dividends of Nil. The options vest over a four-year period, with one quarter of the options vesting in one year, and thereafter vesting monthly.

Share-based payments of $1,483 were recorded for the vesting of the options for the period ended October 31, 2021 (October 31, 2020 – $4,436).

Stock options transactions are as follows:

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Stock options outstanding at October 31, 2021 are as follows:

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15. RELATED PARTY TRANSACTIONS

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

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

15. RELATED PARTY TRANSACTIONS (CONT’D)

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.

16. DEFERRED REVENUE

A continuity of deferred revenue is as follows:

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17. PROMISSORY NOTE

On October 29, 2020, Votigo, entered into an unsecured promissory note agreement in the amount of US$500,000 with respect to the purchase of 100% of the common shares of US Sweeps (Note 3). US$250,000 of the promissory note is payable not later than 12 months after the October 29, 2020, and the final US$250,000 is payable not later than 24 months after the October 29, 2020. The promissory note is non-interest bearing. On October 28, 2021, Votigo paid the first instalment of US$250,000 to the previous shareholders of US Sweeps in cash.

On October 29, 2020, the fair value of the promissory note was US$217,558 (CDN $290,196) for the short-term payable portion and US$189,182 (CDN $252,344) for the long-term payable portion, calculated by discounting the future cash payments at a market rate of interest of 15%.

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

17. PROMISSORY NOTE (CONT’D)

Continuity of the short-term portion is as follows:

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Continuity of the long-term portion is as follows:

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18. NON-CONTROLLING INTEREST

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

18. NON-CONTROLLING INTEREST (CONT’D)

The following is a summarized condensed consolidated interim statement of financial position of Votigo and US Sweeps at October 31, 2021 and July 31, 2021:

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The following is a summarized consolidated interim statement of comprehensive loss of Votigo and US Sweeps for the period ending October 31, 2021 and October 31, 2020:

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19. CAPITAL MANAGEMENT

The Company defines capital as an aggregate of its equity. The Company manages its capital structure to ensure it has sufficient capital to meet its obligations as they come due. There were no changes in the Company’s approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

20. FINANCIAL INSTRUMENTS

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

Loans payable and lease payable are measured at amortized cost using the effective interest rate method.

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; and

• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

20. FINANCIAL INSTRUMENTS (CONT’D)

• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

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 Company’s receivable consists of trade receivables, receivable from a third party from a sale of investment and government sales tax receivable. Based on the evaluation of receivables at October 31, 2021, the Company believes that its receivables are collectable, however, due to the current Covid-19 pandemic, there is an increase in the uncertainty of collectability and management has determined credit risk is high.

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

Market risk is the risk that investments in shares of publicly traded companies will decline in value as a result of a decline in prices quoted in open markets. The Company is exposed to market risk as it owns shares in Leaf.

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,

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PLANK VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars) Three months ended October 31, 2021 and 2020

20. FINANCIAL INSTRUMENTS (CONT’D)

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).

21. SEGMENT INFORMATION

During the period ended October 31, 2021 and the year ended July 31, 2021, the Company had two geographical areas and two operating segments, being investing activities (Canada) and online promotions (United States of America). Revenue and assets by geography are presented below:

As at and for the three months ended October 31, 2021:

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As at and for the year ended July 31, 2021:

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22. 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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