Plank Ventures Ltd.

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Condensed Consolidated Interim Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

For the Six Months ended January 31, 2024 and 2023

Index:

Condensed Consolidated Interim Statements of Financial Position Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (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

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 January 31, 2024 and 2023.

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

PLANK VENTURES LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

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Notes January 31, July 31, 2023
ASSETS
Current Assets
Cash and restricted cash 5 $ 2,416,499 $ 2,085,652
Accounts and other receivables 6 1,504,311 1,622,036
Loan receivable 8 178,456 158,406
Prepaid expenses 151,236 31,787
4,250,502 3,897,881
Non-Current Assets
Equipment 7 9,320 5,951
Intangible assets 9 3,885,236 3,999,697
Investments 10 6,233,170 6,265,158
TOTAL ASSETS $ 14,378,228 $ 14,168,687
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities 11,15 $ 2,548,992 $ 2,532,130
Current portion of term loans payable 12, 13 5,848,814 5,246,320
Deferred revenue 16 650,384 572,114
9,048,190 8,350,564
Non-Current Liabilities
Term loans payable 12 48,997 53,471
Long-term note payable 17 371,523 346,691
Deferred tax liability 410,477 403,819
TOTAL LIABILITIES 9,879,187 9,154,545
SHAREHOLDERS' EQUITY
Share capital 14 3,951,162 3,951,162
Contributed surplus 6,543,083 6,543,083
Share based payment reserves 14 242,176 209,952
Equity portion of debt 13 1,172,422 989,269
Accumulated other comprehensive loss 65,400 (16,809)
Accumulated deficit (9,155,145) (8,327,538)
Equity attributable to shareholders of the Company 2,819,098 3,349,119
Non-controlling interest 18 1,679,943 1,665,023
TOTAL SHAREHOLDERS' EQUITY 4,499,041 5,014,142
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,378,228 $ 14,168,687
Nature of operations and going concern uncertainty 1
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Approved on behalf of the board on March 28, 2024

"Brian O'Neill"

Brian O'Neill, Director

"Laurie Baggio"

Laurie Baggio, Director

See accompanying notes to the condensed consolidated interim financial statements.

PLANK VENTURES LTD.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Expressed in Canadian Dollars)

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Three months ended January 31, Six months ended January 31,
Notes 2024 2023 2024 2023
REVENUE
Sales revenue 21 $ 1,042,848 $ 1,360,175 $ 2,504,894 $ 2,836,356
COST OF REVENUE
Hosting charges and other 130,894 142,562 291,030 274,866
Gross Profit 911,954 1,343,877 2,213,864 2,561,490
EXPENSES
Amortization 7,8 91,651 95,064 183,668 194,017
Management and consulting fees 15 84,000 84,000 168,000 168,000
Personnel 871,804 733,828 1,556,805 1,379,930
Professional fees 15 169,006 187,269 273,949 278,437
Office and administration 15 198,961 213,196 386,009 381,785
Share-based payments 14,15 14,711 39,712 32,224 79,584
Foreign exchange 22,026 (3,945) 13,705 12,000
1,452,159 1,349,124 2,614,360 2,493,753
Interest expense 12,13,15,17 243,442 225,408 488,157 440,427
Interest income 8 (17,090) (21,367) (42,370) (29,206)
Loss on equity investment 10 25,655 59,176 59,989 80,517
Fair value loss on investments 10 (51,289) (31,320) (28,001) 26,572
200,718 286,413 477,775 518,310
Net loss for the period $ (740,923) $ (87,165) $ (878,271) $ (450,573)
Net income (loss) attributable to:
Shareholders of the parent company $ (510,652) $ (436,541) $ (827,607) $ (745,459)
Non-controlling interest 18 (145,905) 73,133 33,702 294,886
$ (656,557) $ (363,408) $ (793,905) $ (450,573)
Other comprehensive income (loss):
Foreign currency translation gain (loss) attributed to equity
shareholders of the parent company $ (89,718) $ (84,703) $ 82,209 $ 85,321
Foreign currency translation loss attributed to NCI 18 $ (40,750) $ (66,795) (18,782) (52,540)
Comprehensive loss for the period $ (787,025) $ (514,906) $ (730,478) $ (417,792)
Loss per share
Basic $ (0.04) $ (0.03) $ (0.04) $ (0.02)
Diluted $ (0.04) $ (0.03) $ (0.04) $ (0.02)
Weighted average number of common shares outstanding
Basic 17,740,019 17,740,019 17,740,019 17,740,019
Diluted 17,740,019 17,740,019 17,740,019 17,740,019
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See accompanying notes to the condensed consolidated interim financial statements.

PLANK VENTURES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in Canadian dollars)

Note	Number of shares Amount Contributed surplus Share based payment reserves Equity portion of debt Accumulated other comprehensive income(loss) Accumulated deficit Non- controlling interest Total Share capital
Balance at July 31, 2022 Share-based payments Equity portion of debt Foreign currency translation Net Income(loss)for theperiod	17,740,019 $3,951,162 $ 6,543,083 $ 74,115 $ 686,607 $ (93,201) $ (8,796,827) $ 1,320,645 $ 3,685,584 - - - 79,584 - - - - 79,584 - - - - 307,977 - - - 307,977 - - - - - 85,321 - (52,540) 32,781 - - - - - -(745,459) 294,886(450,573)
Balance at January 31, 2023 Share-based payments Equity portion of debt Foreign currency translation Net income for theyear	17,740,019 $3,951,162 $ 6,543,083 $153,699 $ 994,584 $ (7,880) $ (9,542,286) $ 1,562,991 $ 3,655,353 - - - 56,253 - - - - 56,253 - - - - (5,315) - - - (5,315) - - - - - (8,929) - 13,815 4,886 - - - - - - 1,214,748 88,217 1,302,965
Balance atJuly 31, 2023	17,740,019 3,951,162 6,543,083 209,952 989,269 (16,809) (8,327,538) 1,665,023 5,014,142
Share-based payments 14 Equity portion of debt 13 Foreign currency translation 18 Net Income(loss)for theperiod 18	- - - 32,224 - - - - 32,224 - - - - 183,153 - - - 183,153 - - - - - 82,209 - (18,782) 63,427 - - - - - -(827,607) 33,702(793,905)
Balance atJanuary 31, 2024	17,740,019 3,951,162 6,543,083 242,176 1,172,422 65,400 (9,155,145) 1,679,943 4,499,041

See accompanying notes to the condensed consolidated interim financial statements.

PLANK VENTURES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

PLANK VENTURES LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars)	PLANK VENTURES LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars)
Note 2024 2023 OPERATING ACTIVITIES Net loss for the year $ (793,905) $ (450,573) Items not affecting cash Amortization 183,668 194,017 Interest expense 447,158 438,560 Unrealized foreign exchange 84,435 38,332 Share-based payments 32,224 79,584 Fair value (gain) loss on investments (28,001) 26,572 Loss on equity investment 59,989 80,517 Accrued interest income (20,050) (7,839) Net changes in non-cash working capital Accounts receivable 144,437 (139,158) Restricted cash 65,968 (4,875) Prepaid expenses (117,895) 18,243 Deferred revenue 68,718 (13,664) Accountspayable and accrued liabilities (18,142) (19,926) Periods ended Janauary 31,
	Net cashprovided by(used in) operatingactivities 108,604 239,790
INVESTING ACTIVITIES Acquisition of equipment (3,639) (1,304) Cash investments made - (650,000) Loan receivable made - (60,000)
Net cash used in investingactivities (3,639) (711,304)
FINANCING ACTIVITIES Proceeds from related party loans 4,824,484 950,000 Loan repayments (4,532,636) (336,420) Leasepayments - (12,578)
Net cashprovided by(used in) financingactivities 291,849 601,002
NET CHANGE IN CASH 396,814 129,488 CASH, BEGINNING OF THE PERIOD 1,254,295 1,495,119
CASH, END OF THE PERIOD 5 $ 1,651,109 $ 1,624,607

For the periods ended January 31, 2024 and 2023 there were no non-cash investing and financing activities that are not disclosed elsewhere in the condensed consolidated interim financial statements.

See accompanying notes to the condensed consolidated interim financial statements.

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

1. NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY

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 750 West Pender Street, Suite 401, Vancouver, BC, V6C 2T7. 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 area and SaaS businesses with a focus on marketing via social media and promotion. 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 January 31, 2024, the Company had an accumulated deficit of $9,155,145.

The continuing operations of the Company are dependent upon its ability to develop profitable operations in the future, increasing the value of its investments, and raising adequate financing when necessary. As of January 31, 2024, the Company had a cash balance of $2,416,499 to settle current liabilities of $9,048,190, of the current liabilities $5,832,739 are loans due to related parties. Management is of the opinion that the Company has access to available financial capital resources to either raise additional capital or renegotiate maturity of its liabilities 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 events and conditions indicate that a material uncertainty exists 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.

There are many external factors that can adversely affect general workforces, economies, and financial markets globally such as global health conditions and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of the adverse results of these factors and the effects on the Company’s business or ability to raise funds.

2. BASIS OF PRESENTATION

These condensed consolidated interim financial statements were authorized for issue on March 28, 2024 by the Board of Directors of the Company.

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. These condensed consolidated interim financial Statements do not include all of the information required for full annual audited condensed consolidated interim financial statements and should be read in conjunction with the annual consolidated audited financial statements of the Company for the years ended July 31, 2023, and 2022.

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

2. BASIS OF PRESENTATION (CONT’D)

Presentation Currency

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

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 fair values. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

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.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:

Business combinations

The determination of whether a set of assets acquired, and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits. The acquisition of Promotion Activators Management, LLC during the year ended July 31, 2022, was assessed as a business combination.

Level of control or influence over companies

The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company’s control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting.

Intangible assets and goodwill

Management has determined that capitalized intangible asset costs may have future economic benefits and may be economically recoverable. Management uses estimates in determining the recoverable amount of intangible assets and goodwill. Intangible assets are assessed for impairment indicators at each reporting date and goodwill is tested for impairment annually. The determination of the recoverable amount for the purposes of impairment testing requires the use of estimates, such as anticipated future cash flows and discount rates.

The amortization expense related to intangible assets is determined using estimates relating to the useful lives of the intangible assets.

Valuation techniques of certain investments (Level 3)

The fair value of investments is measured using a market approach. The determination of the fair value requires significant judgement by the Company and includes the use of market multiples of comparable companies and other valuation techniques.

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

2. BASIS OF PRESENTATION (CONT’D)

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. The Company uses an independent valuation expert to assess non-public investment values as the basis for any adjustment to the carrying value and to assess goodwill for impairment. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

Revenue recognition

Revenue from contracts with customers is recognized according to the five-step process: when a contractual arrangement is in place, each performance obligation is identified, the fee is determined and allocated to each performance obligation, and the services have been provided to the customer. The Company derives revenue from the development, administration, and hosting of contests and sweepstakes on social media platforms.

The Group’s principal sources of revenue and recognition of these revenues are set out in Note 3.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

Principles of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiaries. Details of controlled subsidiaries are as follows:

Country of incorporation	Percentage owned*
	January 31, 2024 July 31, 2023
Exahash Cryptomining Corp. ("Exahash") Canada Votigo, Inc.("Votigo") USA	100% 100% 40.62% 40.62%

Percentage of voting power is in proportion to ownership

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 Fulfilment 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 4). Promotions Activators Management, LLC (“Promotion Activators”), a company in the sweepstakes and contest administration space is a wholly owned subsidiary of Votigo. Votigo acquired Promotion Activators on April 1, 2022 (Note 4).

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these condensed consolidated interim financial statements.

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Basis of Consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Potential voting rights that are presently exercisable or convertible are taken into account in the assessment of whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries are deconsolidated on the date that control ceases.

The condensed consolidated interim financial statements include the assets, liabilities, revenues and expenses of the Company’s controlled subsidiaries. All inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

Business Combinations

Acquisitions which meet the definition of a “business”, as defined in IFRS 3 – Business Combinations (IFRS 3), are accounted for as a business combination using the acquisition 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 are accounted for as a purchase of assets. The judgments applied to making this determination includes assessing whether the acquisition contains inputs, processes, and outputs as described in IFRS 3 to be considered a business combination.

Functional and Presentation Currency

The Company’s and Exahash’s functional currency and reporting currency is the Canadian dollar and transactions in foreign currencies are translated into Canadian dollars at rates of exchange at the time of such transactions. Monetary assets and liabilities denominated in foreign currencies are translated at reporting period rate of exchange. Non-monetary assets and liabilities denominated in foreign currencies are translated at historical exchange rates. Revenue and expenses denominated in foreign currencies are translated at the annual average exchange rate. Gains and losses resulting from the translation adjustments are included in net income (loss).

The functional currency of Votigo, US Sweeps, and Promotion Activators is the US dollar. The assets and liabilities of Votigo, US Sweeps, and Promotion Activators included in these condensed consolidated interim financial statements are translated from functional currency to the Company’s presentation currency using the exchange rates at period end. Income, expenses, and cash flow items included in these condensed consolidated interim financial statements are translated from functional currency to the Company’s presentation currency using the exchange rate that approximates the exchange rates at the date of the transactions (i.e., the average rate for the period). The differences arising upon translation from

the functional currency to the reporting currency is recorded as foreign currency translation adjustment in the other comprehensive income and remain in the other comprehensive income until a subsidiary is partially or fully disposed of, or until the Company determines that it is abandoning all of the non-financial assets which are held by that subsidiary. Upon disposal, the corresponding foreign currency translation adjustment is removed from other comprehensive income as is recognized as realized foreign exchange gain or loss in net income.

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Revenue Recognition

(i) Contest and One-Time Development – revenue is recognized once the contest related services are performed as per contract specifications,
(ii) Website Hosting and Contest Upkeep – revenue is recognized evenly over the period of the contest,
(iii) Fulfillment – revenue is recognized when prize fulfillment is complete,
(iv) Votigo Platform – revenue is recognized evenly over the subscription period.

The Company’s approach for recognizing revenue and deferred revenue is based on IFRS 15 guidance. Only revenue that has met the performance obligation criteria is recognized as revenue, transactions that has not satisfied the performance obligation are recorded as deferred revenue until performance obligations are met.

Intangible Assets and Goodwill

Intangible assets with finite lives consist of acquired technologies, software brand names and customer relationships. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses.

Amortization commences once the underlying asset is complete and put into use. Cost for intangible assets acquired in a business combination represents the fair value of the asset at the time of the acquisition. Intangible assets acquired consists mainly of brand names, online platform, customer relationships, and non-compete agreements. Amortization of brand name, online platform and customer relations is calculated on a straight-line basis over their estimated useful lives of 10 years, amortization of the non-compete agreement is calculated on a straight-line basis over the length of the agreement.

Goodwill is not amortized but is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to the Cash Generating Unit (CGU) or group of CGUs to which it relates.

Equipment

Equipment is recorded at historical cost less accumulated depreciation and accumulated impairment losses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All repairs and maintenance are charged to the consolidated statement of income (loss) and comprehensive income (loss) during the period in which they are incurred.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

and are recognized in the consolidated statement of loss and comprehensive loss. Depreciation is calculated on declining balance method whereby the depreciation rate is applied to the net book value of equipment. The depreciation rates applicable to each category of equipment are as follows:

Class of property, plant and equipment Depreciation rate Computer and office equipment 33%

Financial Instruments

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income/loss.

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Cash and restricted cash, trade and other receivables and loans receivable are measured at amortized cost with subsequent impairments recognized in profit or loss and investments are classified as FVTPL.

Impairment

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statements of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities, lease liability, term loans payable and long-term note payable are measured at amortized cost.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

As at January 31, 2024 and 2023, the Company does not have any derivative financial liabilities.

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and are subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of income (loss) and comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of income (loss) and comprehensive income (loss) in the period in which they arise.

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss.

Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Warrants

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

The proceeds from private placements that include warrants are allocated using the residual basis between the common shares and warrants. The residual value is determined after subtracting the fair value of the common shares from the proceeds of private placement. The value attributed to warrants is recorded in warrant reserves within equity. If the warrants are converted, the consideration paid, along with the amount previously recognized in warrant reserves, is recorded as an increase to share capital. Upon expiry of warrants, any value attributed is reclassified to share capital.

Share-Based Payments

Stock options issued are accounted for in accordance with fair value accounting for share-based payments. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes Option Pricing Model. The associated expense is charged to profit or loss with a corresponding increase to share-based payment reserves over the vesting period of the option. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Compensation expense for stock options granted to non-employees is recorded as an expense in the period at the earlier of the completion of performance and the date the options are vested using the fair value method.

As the options are exercised, the consideration paid, along with the amount previously recognized in share-based payment reserves, is recorded as an increase to share capital. For stock options which have expired or been forfeited, the amount previously recognized in share-based payments reserve is reclassified to deficit.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income (loss) refers to items recognized in comprehensive income (loss) that are excluded from net income (loss). Other comprehensive income (loss) for the periods ended January 31, 2024 and 2023 includes the foreign exchange gain for the translation of Votigo, US Sweeps, and Promotion Activator’s financial statements, which are denominated in US dollars, to Canadian dollars being the reporting currency.

Income (Loss) per Share

Basic income (loss) per share is calculated by dividing the income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. The method requires computation as if the proceeds from the exercisable options and warrants would be used to purchase common shares at the average market price during the period. When a loss is incurred during the reporting period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. For the years presented, there are no dilutive stock options and share purchase warrants.

Leases

IFRS 16 sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both the lessee and the lessor. It follows a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease.

At inception of the lease term, the Company recognized a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated over the earlier of the end of useful life of the right-of-use asset or the lease term the straight-line method as this most closely reflects the expected pattern of the consumption of the future economic benefits.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability is measured at the amortized cost using the effective interest method.

For low value leases or leases with a term of less than twelve months, lease payments are recognized as an expense on a straight-line basis over the lease term.

Impairment of Non-Financial Assets

The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

Impairment is determined by assessing if the carrying value of a CGU or group of CGUs, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell or the value in use. 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.

Impairment losses are recognized in profit or loss in the period in which the impairment is identified. Impairment losses recognized in respect of a CGU are allocated first to reduce the carrying value of goodwill allocated to the CGU or group of CGUs and any excess is allocated to the carrying amount of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the losses have decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Loans

Loans are separated into their liability and equity components, if any, on the consolidated statements of financial position. The liability component is initially recognized at fair value, determined as the net present value of future payments of interest and principal, discounted at the market rate for similar liabilities at the time of issue. The liability component is subsequently measured at amortized cost, using the effective interest method, until extinguished upon conversion or maturity.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

The fair value of the equity component of debt is estimated using the residual method in which the difference between the face value of the instrument and the fair value of the liability component is allocated as the fair value of the equity component. The issuance costs are allocated on a pro-rata basis between the debt and equity components.

Income Taxes

Income tax expense consists of current and deferred tax expenses. Income tax expense is recognized in net loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized directly in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for temporary differences related to the initial recognition of assets or liabilities that affect neither accounting nor taxable profit or investments in subsidiaries and equity investments to the extent it is probable that they will not be reversed in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that asset.

Cash and Restricted Cash

Cash consists of cash and deposits held at call with banks. Restricted cash relates to cash received in advance for prize fulfilment.

Government Grant

A government grant is recognized when there is reasonable assurance it will be received, and all related conditions will be complied with. The Company recognises government grants in profit or loss on a systematic basis and in line with its recognition of the expenses that the grants are intended to compensate. The Company carefully determines whether the grant compensates expenses already incurred or future costs.

Accounting standards and amendments issued but not yet adopted

The following new standards, amendments to standards and interpretations have been issued but are not effective during the period ended January 31, 2024.

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) – the amendments require that an entity discloses its material accounting policies, instead of its significant accounting policies. Further amendments explain how an entity can identify a material accounting policy.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

• Definition of Accounting Estimates (Amendments to IAS 8) – the amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error.

The Company anticipates that these amendments will not have a material impact on the results of operations and financial position of the Company.

4. ACQUISITION

(a) Votigo

On November 12, 2019, the Company acquired a 29.11% ownership interest in Votigo via the purchase of 834,349 Series A and 333,334 Series B Convertible Preferred Shares.

On October 29, 2020, the Company purchased an additional 777,777 Series B Shares. 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 of January 31, 2024 and 2023, the Company owns 40.62% of Votigo’s total outstanding issued shares and is the sole owner of Series B Shares. In accordance with IFRS 10, the Company has control over Votigo due to the special rights provided to holders of Series B Shares.

The investment in Votigo was accounted for as a business combination. In accordance with IFRS 3 “Business Combinations”, the assets acquired, and liabilities assumed were 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 was recognized as goodwill.

At January 31, 2024, the Company determined that there was no impairment to the carrying value of goodwill from the acquisition of Votigo (Note 9).

(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 (CDN$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 was 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. On October 28, 2022, Votigo paid the remaining instalment of US$250,000 to the previous shareholders of US Sweeps in cash (Note 19).

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.

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

4. ACQUISITION (CONT’D)

The purchase price of US Sweeps is allocated as follows:

ACQUISITION (CONT’D) The purchase price of US Sweeps is allocated as follows:
Fair value of consideration:
Cash	$ 333,725
Short-term payable to shareholders of US Sweeps	290,196
Long-termpayable to shareholders of US Sweeps	252,344
	876,265
Net assets acquired:
Cash	825,272
Accounts receivables	377,423
Prepaid expenses	1,335
Equipment	7,802
Intangible assets	614,054
Goodwill	189,463
Accounts payable and accrued liabilities	(794,011)
Deferred revenue	(176,208)
Deferred tax liability	(168,865)

(c) Promotion Activators

On April 1, 2022, Votigo acquired 100% of Promotion Activators, a company in the sweepstakes and contest administration space, for US$1,650,000, of which US$990,000 (CDN$1,238,688) was paid in cash at closing, and the remaining US$660,000 is payable in four equal instalments of US$165,000 on each anniversary of the transaction. The fair value of the deferred payments was US$510,345 (CDN$638,544), calculated by discounting the future cash payments at a market rate of interest of 11%. On March 30, 2023, Votigo paid the first instalment of US$165,000 to the previous shareholders of Promotion Activators in cash (Note 17).

The acquisitions of Promotion Activators by Votigo was accounted for as a business combination. In accordance with IFRS 3 “Business Combinations”, the assets acquired, and liabilities assumed were 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 $1,128,747 (Note 9). Votigo is expecting to realize operational synergies from combining the operations of Votigo and Promotional Activators.

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

4. ACQUISITION (CONT’D)

The purchase price of Promotion Activators was allocated as follows:

ACQUISITION (CONT’D) The purchase price of Promotion Activators was allocated as follows:
Fair value of consideration:
Cash	$ 1,238,688
Short-term payable to shareholders of Promotion Activators	185,750
Long-termpayable to shareholders of Promotion Activators	452,794
	1,877,232
Net assets acquired:
Cash	50,585
Accounts receivables	81,972
Intangible assets (Note 9)	952,163
Goodwill (Note 9)	1,128,747
Deferred tax liability	(220,412)
Accountspayable and accrued liabilities	(115,823)
	$ 1,877,232

From the date of the acquisition and until July 31, 2022, Promotion Activators generated revenues of $180,500 and net income of $7,362 which was included in the consolidated statement of income (loss) and comprehensive income (loss).

5. CASH AND RESTRICTED CASH

The Company’s cash balances include amounts collected from customers by its subsidiaries (being Votigo, US Sweeps, and Promotion Activators) that are held for the purpose of prize and sweepstakes fulfilment.

		January 31,		July 31,
		2024		2023
Cash	$	1,651,109	$	1,254,295
Restricted	cash -prize fulfillment	765,390		831,357
	$	2,416,499	$	2,085,652

6. ACCOUNTS AND OTHER RECEIVABLES

ACCOUNTS AND OTHER RECEIVABLES
		January 31,		July 31,
		2024		2023
Trade and other receivables	$	1,487,606	$	1,599,935
GST recoverable		16,705		22,101
	$	1,504,311	$	1,622,036

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

7. EQUIPMENT

		Computer &	Leasehold
	Office Equipment		Improvements
Cost
Balance July 31, 2022	$	2,896 $ 2,360
Addition		4,922	-
Effect of foreign exchange		70	-
Balance July 31, 2023		7,888	2,360
Addition		3,639	-
Effect of foreign exchange		122	-
BalanceJanuary 31, 2024	$	11,648 $ 2,360
Amortization
Balance July 31, 2022	$	1,187 $ 2,360
Addition		740	-
Effect of foreign exchange		10	-
Balance July 31, 2023		1,937	2,360
Addition		373	-
Effect of foreign exchange		18	-
BalanceJanuary 31, 2024	$	2,329 $ 2,360
Net book value
BalanceJuly 31, 2023	$	5,951 $ -
Balance January 31, 2024	$	9,320 $ -

8. LOAN RECEIVABLE

On October 27, 2022, the Company rolled the $100,000 loan made on March 15, 2022 and $60,000 loan made on September 29, 2022 to Sitemax into a newly issued convertible promissory note (Note 10). During the period ended January 31, 2024, the Company earned zero interest (July 31, 2023 - $7,839).

On March 24, 2023, the Company entered into a loan agreement with Karve for total proceeds of $150,000 to be issued in two equal distributions of $75,000. The loan is payable on demand, bears an interest at a monthly rate of 2% compounded monthly, and can be pre-paid in full. The first distribution was issued upon signing with the second distribution completed on June 23, 2023. During the period ended January 31, 2024, the Company earned interest of $20,050 (July 31, 2023 - $8,406) on the loan.

The Company’s loan receivable As at January 31, 2024 was as follows:

Balance July 31, 2022	$	109,361
Loan advanced		210,000
Accrued interest Loan repayment		16,245 (177,200)
Balance July 31, 2023		158,406
Accrued interest		20,050
Balance January 31, 2024	$	178,456

9. INTANGIBLE ASSETS

Intangible assets acquired during the year ended July 31, 2021 are related to the acquisition of US Sweeps (Note 4), and consist mainly of brand names and customer relationships. Amortization is

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

calculated on a straight-line basis over their estimated useful lives of 10 years.

Intangible assets acquired during the year ended July 31, 2022 are related to the acquisition of Promotion Activators (Note 4), and consist of brand names, customer relationships, and a noncompete agreement. Amortization of brand name and customer relations is calculated on a straightline basis over their estimated useful lives of 10 years, amortization of the non-compete agreement is calculated on a straight-line basis over the length of the agreement of 3 years.

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

		Brand name, Non-
		compete agreement,
		online platform and
		customer				Purchase
		relationships		Goodwill		option		Total
Balance July 31, 2022	$	2,711,099		1,528,425		-		4,239,524
Amortization		(363,074)		-		-		(363,074)
Effect of foreign exchange		81,175		42,072		-		123,247
Balance July 31, 2023		2,429,200		1,570,497		-		3,999,697
Amortization		(183,294)		-		-		(183,294)
Effect of foreign exchange		42,614		26,221		-		68,834
Balance January 31, 2024	$	2,288,519	$	1,596,718	$	-	$	3,885,236

10. 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 warrants to purchase up to 166,570 Class 1 common shares of SiteMax (“SiteMax common shares”) 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 SiteMax common shares at an exercise price of $1.26 per share, for $600,000. The Company paid $425,000 initially and advanced 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 SiteMax common shares.

10. INVESTMENTS (CONT’D)

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 SiteMax common shares.

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

On February 1, 2022, SiteMax converted 333,140 Series 1 seed preferred shares and 476,189 Series 2 seed preferred shares owned by Plank into 809,329 SiteMax common shares. There was no change to the Company’s share of equity ownership of SiteMax as a result of this transaction.

On October 27, 2022, the Company exchanged its loans receivable with SiteMax for $177,200 convertible promissory note (Note 8). The note carries a simple interest rate of 8% per annum and matures two years from initial closing on October 27, 2024. As a result of the exchange, the Company recognized a loss on debt extinguishment of $25,830.

As at January 31, 2024, the Company holds an aggregate of 1,364,594 SiteMax common shares (January 31, 2024 – 1,364,594 Class 1 common shares), which represents 35.30% ownership interest. The Company determined that it does not have significant influence over SiteMax due to the fact that investee is controlled by its management who hold majority ownership of SiteMax.

During the period ended January 31, 2024, the Company recorded a fair value gain of $14,221 (January 31, 2023 – Loss of $24,645) on its investment in SiteMax.

500 Startups Canada, L.P. (“500 Startups”)

On February 22, 2019, the Company completed a plan of arrangement with its former parent, Mobio Technologies Inc. (“Mobio”). In accordance with the plan of arrangement, Mobio transferred various investments to the Company including 500 Startups.

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

On March 5, 2021, the Company subscribed for 117,647 common shares of 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.

On August 30, 2022, the Company invested $300,000 in Creator in the form of a convertible promissory note carrying a 10% annual interest rate and due on August 30, 2023, and 100,000 share purchase warrants, where each warrant provides the right to purchase 1 Class A common share of Creator at $0.50 per for a period of two years from the date of issuance. On December 5, 2022, the Company made a follow-on investment of $200,000 into Creator in the form of a convertible promissory note carrying a 10% annual interest rate and due on August 30, 2023.

On August 31, 2023, The Company’s convertible promissory notes of $500,000 plus accrued interest were converted into 709,825 Class A common shares at price of $2.95 per common share.

As of January 31, 2024, the Company owns 1,027,472 Class A common shares of Creator.

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.

On March 29, 2022, the Company entered into a Simple Agreement for Future Equity subscription agreement (the “SAFE”) for an aggregate subscription price of $300,000.

10. INVESTMENTS (CONT’D)

Investment in Karve IT Ltd. (“Karve”)

The SAFE provides that the investment will be converted into common shares of Karve at a price

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

equal to $3,000,000 divided by the capitalization of Karve no later than two years after the date of the SAFE. As at January 31, 2024, the fair value of the Company’s SAFE investment is $300,000 (July 31, 2023 - $300,000).

As a result of the additional investment pursuant to the original share subscription agreement, the Company obtained significant influence over Karve on April 1, 2022, and accordingly, equity method accounting was applied from that date forward. As at January 31, 2024, the Company owns 310,000 shares of Karve, representing approximately 34.44% ownership of the investee.

For the period ended January 31, 2024, the Company recognized its share of Karve’s net loss of $59,989 (January 31, 2023- $80,517) in the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

Summarized financial information of Karve:

and comprehensive income (loss). Summarized financial information of Karve:
	January 31, 2024 July 31, 2023
Current assets	$ 100,225 $ 230,995
Non-current assets	$ 183,272 $ 227,628
Current liabilities	$ 205,822 $ 207,019
Non-current liabilities	$ 300,000 $ 300,000
Revenue	$ 65,693 $ 100,175
Net loss for the period	$ 174,163 $ 319,109
Net loss for theperiod attributable to Plank	$ 59,989 $ 109,915

Investment in East Side Games Group (“ESGG”), formerly 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 ESGG, 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.

On December 7, 2021, ESGG announced the change of its trade name from Leaf Mobile Inc. to East Side Games Group.

On March 14, 2022, the Company recognized a gain on investment of $70,863 as a result of receipt of $31,573 in cash and an additional 14,032 common shares of ESGG due to an earnout milestone achievement previously set under the terms of the acquisition. The fair value of the additional shares received was $39,290 measured based on the market price at the time.

As at January 31, 2024, the Company holds 167,409 shares of ESGG, of which 120,730 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

10. INVESTMENTS (CONT’D)

multiplied by the price per share prevailing on the market at the date closest to date of the financial

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

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 period ended January 31, 2024, the Company recognized a fair value gain of $3,081 (January 31, 2023 – loss of $165,644) due to change in share price of ESGG and recognized a fair value gain of $1,027 (January 31, 2023 – loss of $22,075) due to the DLOM discount in the consolidated statements of income (loss) and comprehensive income (loss).

Investment in CodeZero Technologies Inc. (“CodeZero”)

On September 15, 2021, the Company invested $300,000 in a convertible promissory note issued by CodeZero. The note was originally due on November 15, 2022 and subsequently amended to October 1, 2023 and carries a 6% annual interest rate. The note was converted into 585,972 series one preferred share on October 1st, 2023.

During the period ended January 31, 2024, the Company recognized a fair value gain of $9,672 (January 31, 2023 – loss of $15,623) on the convertible promissory note.

Investment transactions for the period ended January 31, 2024 and for the year ended July 31, 2023, are as follows:

==> picture [458 x 257] intentionally omitted <==

----- Start of picture text -----

Opening Change in Equity Ending
Investments Balance Purchases Disposals Recovery Fair Value Loss Balance
SiteMax $ 1,628,000 $ 149,670 $ - $ - $ (215,965) $ - $ 1,561,705
500 Startups 402,987 - - - 127,357 - 530,344
CodeZero 340,760 - - - (12,490) - 328,270
ThinkCX 385,345 - - - 7,182 - 392,527
Creator 248,000 500,000 - - 2,182,884 - 2,930,884
Karve 369,403 175,000 - - - (109,915) 434,488
ESGG 242,036 - - - (155,096) - 86,940
Balance July 31, 2023 3,616,531 824,670 - - 1,933,872 (109,915) 6,265,158
SiteMax 1,561,705 - - - 14,221 - 1,575,926
500 Startups 530,344 - - - - - 530,344
CodeZero 328,270 - - - 9,672 - 337,942
ThinkCX 392,527 - - - - - 392,527
Creator 2,930,884 - - - - - 2,930,884
Karve 434,488 - - - - (59,989) 374,499
ESGG 86,940 - - - - 4,108 91,048
Balance January 31, 2024 $ 6,265,158 $ - $ - $ - $ 23,893 $ (55,881) $ 6,233,170
----- End of picture text -----

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

	January 31,	July 31,
	2023	2023
Payable to the shareholders of Promotion Activators (Note 17)	217,357	202,829
Accounts payable	251,357	250,803
Accrued liabilities	2,080,278	2,078,498
Total accounts payable and accrued liabilities	$ 2,548,992 $	2,532,130

12. GOVERNMENT LOAN

On June 30, 2020 (“disbursement date”), the Company received a loan for gross proceeds of $204,420 (US$150,000) 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 US$786 will commence on December 1, 2022. 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 $159,057 is the value of the grant. During the year ended July 31, 2022, additional expenses were incurred for which the grant was intended to compensate; as a result, $34,539, was recognized as gain in the consolidated statements of loss and comprehensive loss.

During the period ended January 31, 2024, the Company recorded interest and accretion of $6,186 on the loan (January 31, 2023- $6,275).

The balances of the EIDL loan outstanding are as follows:

	January 31, 2024 July 31, 2023
Beginning balance	$ 65,894 $ 62,365
Interest and accretion	6,186 12,582
Recalculation of present value of the loan	- -
Payments	(8,038) (10,543)
Effect of foreign exchange	1,030 1,490
EIDL Loan	$ 65,072 $ 65,894

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

	January 31, 2024 July 31, 2023
Current portion	$ 16,075 $ 12,423
Longtermportion	48,997 53,471
	$ 65,072 $ 65,894

13. RELATED PARTY LOANS

25 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

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 12% per annum. Principal and any unpaid interest were 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 of $57,836, determined by discounting the loan at an appropriate market rate of interest. 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 $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. On December 22, 2022, the loan was extended to mature on September 30, 2023. Due to the extended term, the Company recognized an equity component of $38,305 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 of 20%. On October 1, 2023, the loan was extended to mature on December 31, 2023. Due to the extended term, the Company recognized an equity component of $6,834 against the balance of the loan. On January 1, 2024, the loan was extended to mature on June 30, 2024. Due to the extended term, the Company recognized an equity component of $14,437 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $55,270 (January 31, 2023 - $52,992) in interest and accretion on the loan (Note 15). The balance of the loan as of January 31, 2024, is $692,232.

On September 2, 2022, the Company received a loan in the amount of $100,000 from a company controlled by an officer. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest is due on December 31, 2022. The Company recognized an equity component of $2,145 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 of 17.5%. On December 22, 2022, the loan was extended to mature on September 30, 2023. Due to the extended term, the Company recognized an equity component of $4,841 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $2,806 (January 31, 2023 - $7,603) in interest and accretion on the loan (Note 15). On October 01, 2023, the outstanding balance of the loan of $110,900 was combined with other loans from the same lender into a new promissory note.

On December 14, 2022, the Company received a loan in the amount of $200,000 from a company controlled by a significant shareholder. The loan bears an interest at an annual rate of 12% and matures on September 30, 2023, at which date the principal and interest are due in full. The Company recognized an equity component of $10,245 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 of 17.5%. On October 01, 2023, the loan was extended to mature on December 31, 2023. Due to the extended term, the Company recognized an equity component of $2,564 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 of 17.5%. On January 1, 2024, the loan was extended to mature on June 30, 2024. Due to the extended term, the Company recognized an equity component of $5,201 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $17,271 (January 31, 2023 - $4,916) in interest and accretion on the loan (Note 15). The balance of the loan as of January 31, 2024, is $219,839.

13. RELATED PARTY LOANS (CONT’D)

26 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

On December 14, 2022, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan bears an interest at an annual rate of 10% and matures on September 30, 2023, at which date the principal and interest are due in full. The Company recognized an equity component of $2,561 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $1,364 (January 31, 2023 - $1,229) in interest and accretion on the loan (Note 15). On October 1, 2023, the outstanding balance of the loan of $53,947 was combined with other loans from the same lender into a new promissory note.

On June 21, 2023, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan bears an interest at an annual rate of 10% and matures on September 30, 2023, at which date the principal and interest are due in full. The Company recognized an equity component of $881 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $1,368 (January 31, 2023- $Nil) in interest and accretion on the loan (Note 15). On October 1, 2023, the outstanding balance of the loan of $51,384 was combined with other loans from the same lender into a new promissory note.

On June 22, 2023, the Company received a loan in the amount of $350,000 from a company controlled by a significant shareholder. The loan bears an interest at an annual rate of 12% and matures on September 30, 2023, at which date the principal and interest are due in full. The Company recognized an equity component of $4,008 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $9,440 (January 31, 2023 - $Nil) in interest and accretion on the loan (Note 15). On October 1, 2023, the outstanding balance of the loan of $361,622 was combined with other loans from the same lender into a new promissory note.

On December 31, 2022, the Company combined certain loans from a company controlled by a significant shareholder into a new loan with the principal balance of $3,673,028. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest is due on September 30, 2023. The Company recognized an equity component of $226,805 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 of 20%. During the period ended January 31, 2024, the Company recorded $111,056 (January 31, 2023 - $56,950) in interest and accretion on the loan (Note 15). On October 01, 2023, the outstanding balance of the loan of $3,946,744 was combined with other loans from the same lender into a new promissory note.

On October 1, 2023, the Company combined certain loans from a company controlled by a significant shareholder into a new loan with the principal balance of $4,308,251. The loan is unsecured and bears interest at 12% per annum. Principal and any unpaid interest is due on December 31, 2023. The Company recognized an equity component of $46,493 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 of 17.5%. On January 01, 2024, the loan was extended to mature on June 30, 2024. Due to the extended term, the Company recognized an equity component of $95,684 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $238,214 (January 31, 2023 - $Nil) in interest and accretion on the loan (Note 15). The balance of the loan as of January 31, 2024, is $4,404,289.

13. RELATED PARTY LOANS (CONT’D)

27 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

On October 1, 2023, the Company combined certain loans from a company controlled by a significant shareholder into a new loan with the principal balance of $216,232. The loan is unsecured and bears interest at 12% per annum. Principal and any unpaid interest is due on December 31, 2023. The Company recognized an equity component of $2,333 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 of 17.5%. On January 01, 2024, the loan was extended to mature on June 30, 2024. Due to the extended term, the Company recognized an equity component of $4,802 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $11,956 (January 31, 2023 - $Nil) in interest and accretion on the loan (Note 15). The balance of the loan as of January 31, 2024, is $221,052.

On January 31, 2024, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan bears an interest at an annual rate of 12% and matures on June 30, 2024, at which date the principal and interest are due in full. The Company recognized an equity component of $801 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $22 (January 31, 2023- $Nil) in interest and accretion on the loan (Note 15). The balance of the loan as of January 31, 2024, is $49,221.

On January 31, 2024, the Company received a loan in the amount of $250,000 from a company controlled by a significant shareholder. The loan bears an interest at an annual rate of 12% and matures on June 30, 2024, at which date the principal and interest are due in full. The Company recognized an equity component of $4003 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 of 17.5%. During the period ended January 31, 2024, the Company recorded $108 (January 31, 2023- $Nil) in interest and accretion on the loan (Note 15). The balance of the loan as of January 31, 2024, is $246,106.

The loans are made up as follows:

The loans are made up as follows:
	Liability	Equity
	component	component
Balance July 31, 2022	$ 3,339,349 $	686,607
Loans received net of equity portion	4,720,366	302,662
Impact of combination of loans	(3,673,028)
Accrued interest and accretion (Note 17)	799,815	-
Effect of foreign exchange	47,395	-
Balance July 31, 2023	5,233,897	989,269
Loans received net of equity portion	4,641,331	183,153
Impact of combination of loans	(4,524,598)
Accrued interest and accretion (Note 17)	448,875	-
Effect of foreign exchange	33,234	-
Balance January 31, 2024	$ 5,832,739 $	1,172,422

14. SHARE CAPITAL

28 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

Authorized:

Unlimited number of common shares without par value.

Issued:

As at January 31, 2024, the Company had 17,740,019 common shares issued and outstanding (January 31, 2023 – 17,740,019), out of which 2,191,017 are held in escrow to be released on July 2, 2024.

Warrants

During the period ended January 31, 2024, all of the 3,798,667 warrants outstanding expired unexercised. As at January 31, 2024, the Company had no warrants issued and outstanding (January 31, 2023 – 3,798,667).

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 April 14, 2022, the Company issued 1,212,500 stock options to its directors, officers, employees, and consultants. The options are exercisable at a price of $0.23 per share for a period of 10 years. The fair value of the options was $216,178 using the Black-Scholes option pricing model with the following assumptions: volatility of 120%, expected life of 10 years, risk-free interest rate of 1.97% 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 $32,223 were recorded for the vesting of stock options for the period ended January 31, 2024 (January 31, 2023 – $79,584).

Stock options transactions are as follows:

				Weighted
			Number of	Average
			Options	Exercise Price
Balance, July 31, 2022			1,262,500	$ 0.24
Issued			-	0.24
Balance at July 31, 2023 and January 31, 2024			1,262,500	$ 0.24
Stock options outstanding As at January 31, 2024 are as follows:
Outstanding	Exercisable	Exercise	Remaining Life	Expiry
(#)	(#)	Price ($)	(Years)	Date
50,000	50,000	0.60	5.79	November 12, 2029
1,212,500	973,673	0.23	8.21	April 14, 2032
1,262,500	1,023,673	0.24	8.11

15. RELATED PARTY TRANSACTIONS

29 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

Key management personnel are the persons responsible for the planning, directing, and controlling the activities of the Company and include both executives and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel. Fees charged by key management during January 31, 2024 and 2023 were as follows:

Out of the total:

$168,000 is included in management and consulting fees (2023 - $168,000)

$41,312 is included in professional fees (2023 - $32,947)

$1,469 is included in office and administration (2023 - $3,649)

In addition, share-based payments of $32,223 (2023 - $79,584) was earned by key management and directors.

Included in accounts payable and accrued liabilities is $530,567 (January 31, 2023 - $411,567) 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

The continuity of deferred revenue is as follows:

Balance July 31, 2022	$ 583,852
Additions	4,561,211
Revenue recognized	(4,688,600)
Effect of foreign exchange	115,651
Balance July 31, 2023	572,114
Additions	2,484,041
Revenue recognized	(2,415,322)
Effect of foreign exchange	9,551
Balance January 31, 2024	$ 650,384

17. NOTE PAYABLE

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 4). US$250,000 of the promissory note was payable not later than 12 months after October 29, 2020, and the final US$250,000 was payable not later than 24 months after October 29, 2020. The promissory note was non-interest bearing and discounted at a market rate of interest of 15%. On October 28, 2022, Votigo paid the remaining instalment of US$250,000 to the previous shareholders of US Sweeps in cash (Note 4).

On April 1, 2022, Votigo entered into a deferred payment agreement in the amount of US$660,000 with respect to the purchase of 100% of the common shares of Promotion Activators (Note 4). The amount is non-interest bearing, discounted at a market rate of interest of 11%, and payable in four equal instalments of US$165,000, on the anniversary of the transaction.

17. NOTE PAYABLE (CONT’D)

30 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

Continuity of short-term note payable included in accounts payable and accrued liabilities (Note 11):

	January 31,	January 31,
		2024
Balance July 31, 2022 (Note 11)	$	507,220
Loan accretion		33,473
Loan repayment		(546,846)
Transferred from long-term payable		202,829
Effect of foreign exchange		6,153
Balance July 31, 2023 (Note 11)		202,829
Loan accretion		11,141
Effect of foreign exchange		3,387
Balance January 31, 2024 (Note 11)	$	217,357

Continuity of long-term note payable:

Continuity of long-term note payable:
	January 31,
	2024
Balance July 31, 2022	$ 481,227
Loan accretion	48,718
Transferred to short-term payable	(202,829)
Effect of foreign exchange	19,575
Balance July 31, 2023	346,691
Loan accretion	19,044
Effect of foreign exchange	5,788
Balance January 31, 2024 (Note 11)	$ 371,523

Balance July 31, 2022 Share of net loss	$ 1,320,645 383,103
Effect of foreign exchange	(38,725)
Balance July 31, 2023	1,665,023
Share of net loss	33,702
Effect of foreign exchange	(18,782)
Balance January 31, 2024	$ 1,679,943

18. NON-CONTROLLING INTEREST

31 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

The following is a summarized consolidated statement of financial position of Votigo, US Sweeps, and Promotion Activators at January 31, 2024 and July 31, 2023:

	January 31,	July 31,
	2024	2023
Current:
Assets	$ 4,382,931	$ 3,525,774
Liabilities	(3,569,217)	(2,493,559)
Total current net assets	813,714	1,032,215
Non current: Assets Liabilities	1,844,845 (850,597)	1,756,189 (803,980)
Total non-current net assets	994,248	952,209
Total net assets	$ 1,807,962	$ 1,984,424

The following is a summarized consolidated statement of comprehensive income (loss) of Votigo, US Sweeps, and Promotion Activators for the periods ended January 31, 2024 and 2023:

January 31,	January 31,
2024	2023
Revenue $ 2,504,894	$ 1,476,181
Net income (loss) and comprehensive income (loss) $ 645,173	$ 236,008

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

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

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing.

20. FINANCIAL INSTRUMENTS (CONT’D)

32 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

The fair value of the Company’s cash and restricted cash, trade and other receivables, loan receivable, accounts payable and accrued liabilities approximates their carrying values. The carrying value of the Company’s lease liability, term loans payable and long-term note are measured at the present value of the discounted future cash flows. The Company’s listed company investments are measured at fair value using Level 1 inputs. The Company’s private company investments are measured at fair value using Level 3 inputs.

Specific valuation techniques are used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilized a market approach:

The use of quoted market prices in active or other public markets
The use of most recent transactions
Black-Scholes Option Pricing Models

There were no transfers between levels during the year ended January 31, 2024 and 2023.

Financial Risk Factors

The Company has exposure to the following risks from its use of financial instruments:

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, note 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 receivables consist of trade receivables, loan receivable and government sales tax receivable. Based on the evaluation of receivables As of January 31, 2024, the Company believes that its receivables are collectable and management has determined that the credit risk is low. Credit risk of cash and restricted cash is low as cash balances are held at reputable financial institutions.

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 ESGG.

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.

20. FINANCIAL INSTRUMENTS (CONT’D)

33 -

PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for periods ended January 31, 2024 and 2023)

The Company’s reporting currency is the Canadian dollar and as such the Company is exposed to foreign currency fluctuations on its US dollar denominated financial instruments. As at January 31, 2024, the Company had US dollar denominated cash of US$5,408 (July 31, 2023 – US$5,444), loan receivable of US$591,656 (July 31, 2023 – US$564,137) and loans payable of US$516,707 (July 31, 2023 – US$474,310). As at January 31, 2024, a 10% change in exchange rates between US dollars and Canadian dollars would impact the Company’s net income by approximately $10,765 (July 31, 2023 – $12,554).

21. SEGMENT INFORMATION

During the period ended January 31, 2024 and year ended July 31, 2023, 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 period ended January 31, 2024:

		Canada		USA		Total
Revenue	$	-	$	2,504,894	$	2,504,894
Amortization	$	-	$	183,668	$	183,668
Interest expense	$	448,760	$	39,397	$	488,157
Fair value gain on investments	$	28,001	$	-	$	28,001
Net income (loss)	$	(850,661)	$	(27,610)	$	(878,271)
Current assets	$	523,625	$	3,726,877	$	4,250,502
Non current assets	$	7,981,047	$	2,146,679	$	10,127,726
Non-controllinginterest	$	-	$	1,679,943	$	1,679,943

As at and for the year ended July 31, 2023:

		Canada		USA		Total
Revenue	$	-	$	5,383,192	$	5,383,192
Amortization	$	-	$	376,231	$	376,231
Interest expense	$	809,750	$	88,645	$	898,395
Fair value gain on investments	$	1,866,057	$	67,815	$	1,933,872
Net income (loss)	$	157,068	$	695,324	$	852,392
Current assets	$	372,107	$	3,525,774	$	3,897,881
Non current assets	$	7,944,045	$	2,326,761	$	10,270,806
Non-controllinginterest	$	-	$	1,665,023	$	1,665,023

34 -

AI assistant

Plank Ventures Ltd. — Interim / Quarterly Report 2024

47753_rns_2024-03-28_b7c7a04c-0801-4d9c-ba09-5fbdff1207b3.pdf

Plank Ventures Ltd.

(Expressed in Canadian Dollars)

Index:

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PLANK VENTURES LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PLANK VENTURES LTD.

PLANK VENTURES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

PLANK VENTURES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

1. NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY

2. BASIS OF PRESENTATION

Statement of Compliance

2. BASIS OF PRESENTATION (CONT’D)

Presentation Currency

Basis of Measurement

Use of Estimates and Judgments

Business combinations

Level of control or influence over companies

Intangible assets and goodwill

Valuation techniques of certain investments (Level 3)

2. BASIS OF PRESENTATION (CONT’D)

Revenue recognition

Income taxes

Principles of Consolidation

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Basis of Consolidation

Business Combinations

Functional and Presentation Currency

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Revenue Recognition

Intangible Assets and Goodwill

Equipment

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Financial Instruments

Financial assets

Impairment

Financial liabilities

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at FVTPL

Debt investments at FVTOCI

Equity investments at FVTOCI

Impairment of financial assets at amortized cost

Derecognition

Financial assets

Financial liabilities

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Share-Based Payments

Comprehensive Income (Loss)

Income (Loss) per Share

Leases

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Impairment of Non-Financial Assets

Loans

Income Taxes

Cash and Restricted Cash

Government Grant

Accounting standards and amendments issued but not yet adopted

4. ACQUISITION

(a) Votigo

(b) US Sweeps

4. ACQUISITION (CONT’D)

(c) Promotion Activators

4. ACQUISITION (CONT’D)

5. CASH AND RESTRICTED CASH

6. ACCOUNTS AND OTHER RECEIVABLES

7. EQUIPMENT

8. LOAN RECEIVABLE

9. INTANGIBLE ASSETS

10. INVESTMENTS

ThinkCX Technologies Inc. (“ThinkCX”)

SiteMax Systems Inc. (“SiteMax”)

10. INVESTMENTS (CONT’D)

500 Startups Canada, L.P. (“500 Startups”)

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

Plank Ventures Ltd. Interim / Quarterly Report 2024