Predictmedix AI Inc. — Interim / Quarterly Report 2021

Sep 29, 2021

Predictmedix Inc. (formerly, Cultivar Holdings Inc.)

Condensed interim consolidated financial statements For the three and six months ended July 31, 2021 and 2020

(Unaudited - expressed in Canadian Dollars)

NOTICE TO READER

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

The accompanying unaudited consolidated interim financial statements have been prepared by and are the responsibility of the management.

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

PREDICTMEDIX INC. (formerly CULTIVAR HOLDINGS INC.)

CONDENSED INTERIM FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JULY 31, 2021 AND 2020

(Unaudited - Amounts expressed in Canadian Dollars)

TABLE OF CONTENTS

Page No	Page No
Cover	1
Index	2
Condensed Consolidated Interim Statements of Financial Position as at July 31, 2021 (unaudited) and January 31, 2021 (audited)	3
Condensed Consolidated Interim Statements of loss and Comprehensive loss for the three and six months ended July 31, 2021 and July 31, 2020 (unaudited)	4
Condensed Consolidated Interim Statements of Changes in Equity for the six months ended July 31, 2021and July 31, 2020(unaudited)	5
Condensed Consolidated Interim Statements of Cash Flows for the six months ended July 31, 2021 and July 31, 2020(unaudited)	6
Condensed notes to the interim consolidatedfinancial statements	7-25

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Condensed Interim Statements of Financial Position (Unaudited – expressed in Canadian dollars)

ASSETS CURRENT Cash $ Accounts receivable Sales tax receivable Prepaid expenses (Note 6) Property and equipment(Note 7) Intangible assets(Note 8) Right-of-use asset(Note 9) TOTAL ASSETS $ LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES CURRENT Accounts payable and accrued liabilities $ Deferred revenue Non-current liabilities TOTAL LIABILITIES SHAREHOLDERS’ EQUITY Share Capital (Note 11) Warrant reserve (Note 11) Share-based payment reserve (Note 10) Accumulated deficit $ Non-controlling interest TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $	July 31, 2021 1,179,486 $ 73,000 182,910 133,455 1,568,851 6,960 435,419 - 2,011,230 $ 113,073 $ 23,360 136,433 -		January 31, 2021 480,051 - 111,952 155,442
			747,445 8,188 248,010 -
			1,003,643
			135,354 -
			135,354 -
	136,433 5,556,588 571,792 676,200 (4,929,783) 1,874,797 $ - 1,874,797 2,011,230 $		135,354 4,031,650 115,802 853,848 (4,133,011)
			868,289 -
			868,289
			1,003,643

Organization and nature of operations (Note 1) Basis of presentation and going concern (Note 2) Commitment and contingencies (Note 13)

Approved on behalf of the Board of Directors:

/Sheldon Kales/

Signed: Sheldon Kales, CEO and Director

/Rahul Kushwah/

Signed: Rahul Kushwah, COO and Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements

3

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Condensed Interim Consolidated Statement of Income (Loss) and Comprehensive Income (Loss) (Unaudited- expressed in Canadian dollars)

For the	For the For the For the
three	three six six
months	months months months
ended	ended ended ended
July 31,	July 31, July 31, July 31,
2021	2020 2021 2020
Revenue $ 49,640	$ - $ 49,640 $ -
Operating Expenses
Cost of revenue $ 24,800	$ 6,959 $ 24,800 $ 7,964
Administration and general 7,665	- 13,087 -
Audit and accounting 3,933	16,500 5,683 16,500
Amortization (Note 7) 614	877 1,228 1,754
Consulting fees 54,531	38,048 124,672 69,938
Legal fees 27,069	66,282 77,289 95,952
Management fees (Note 12) 84,500	67,100 130,400 112,100
Marketing expenses 103,317	79,407 237,597 79,407
Payroll and related 41,726	- 41,726 -
Rent expenses (Note 12) 9,000	5,000 15,000 9,500
Research and development -	26,300 - 26,300
Share based compensation (Note 10) 38,095	144,200 121,652 327,324
Transfer agent and filing fees 24,225	12,040 28,485 38,079
Travel, entertainment and related 3,751	6,555 6,793 14,199
Vehicle use expenses(Note 12) 9,000	4,000 18,000 5,500
$ (432,226)	$ (473,268) $ (846,412) $ (804,517)
Income(Loss)from discontinued operations(Note 5) -	- - 346,296
Income(Loss) and comprehensivegain(loss) $ (382,586)	$ (473,268) $ (796,772) $ (458,221)
Income (Loss) and comprehensive income (loss) attributable to:
Shareholders $ (382,586)	$ (473,268) $ (796,772) $ (455,379)
Non-controllinginterest $ -	$ - $ - $ (2,842)
Income(Loss) per share-Basic and Diluted $ (0.004)	$ (0.005) $ (0.007) $ (0.004)
Weighted average number of shares outstanding-	100,233,578 106,998,405 102,498,593
Basic and Diluted 108,801,292

The accompanying notes are an integral part of these interim condensed consolidated financial statements

4

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Condensed Consolidated Statement of Changes in Shareholders’ Equity for the periods ended July 31, 2021 and July 31, 2020 (Unaudited-expressed in Canadian dollars)

	Number of
	common						Share-based
	shares				Warrant		payment	Non-Controlling
	outstanding	Share capital			reserve		reserve		Interest		Deficit		Total
Balance as of
January 31, 2020	104,054,149	$	4,119,484	$	123,283	$	15,922	$	(63,093)	$	(2,611,940)	$	1,583,656
Sale of Cultivar
Jamaica	(4,000,000)		(540,000)		-		-		65,935		60,620		(413,445)
Share-based
compensation	-		-		-		327,324		-		-		327,324
Shares issued on
acquisition of
intangible asset	20,000		21,200		-		-		-		-		21,200
Exercise of
options	462,500		64,375		--		-		-		-		64,375
Exercise of
warrants	50,000		25,000		-		-		-		-		25,000
Net loss for the
period	-		-		-		-		(2,842)		(455,379)		(458,221)
Balance as at
July 31, 2020	100,586,649	$	3,690,059	$	123,283	$	343,246	$	-	$	(3,006,699)	$	1,149,889
Balance as of
January 31, 2021	101,717,973	$	4,031,650	$	115,802	$	853,848	$	-	$	(4,133,011)	$	868,289
Private placement
of units	3,114,569		634,095		455,990		-		-		-		1,090,085
Share issuance
costs	-		(3,770)		-		-		-		-		(3,770)
Exercise of options	3,968,750		894,613		-		(299,300)		-		-		595,313
Share-based
compensation	-		-		-		121,652		-		-		121,652
Net loss for the
period	-		-		-		-		-		(796,772)		(796,772)
Balance as at July
31, 2021	108,801,292	$	5,556,588	$	571,792	$	676,200	$	-	$	(4,929,783)	$	1,874,797

The accompanying notes are an integral part of these interim condensed consolidated financial statements

5

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Consolidated Statement of Cash Flows (Unaudited-expressed in Canadian dollars)

For the six months ended July 31, 2021 For the six months ended July 31 2020

OPERATING ACTIVITIES Net income (loss) $ (796,772) $ (458,221) Non-cash items included in net loss and other adjustments: Amortization 1,228 1,754 Income (Loss) from discontinued operations - (346,296) Share-based compensation 121,652 327,324 Changes in non-cash working capital: Sales tax receivable (70,958) (48,667) Prepaid expenses 21,987 (51,710) Accounts receivable (73,000) - Accounts payable and accrued liabilities (22,281) 10,420 Deferred revenue 23,360 - Net assets from discontinued operations - (70,123) CASH USED IN OPERATING ACTIVITIES (794,784) (635,519) INVESTING ACTIVITIES Investment in intangible assets (187,409) (25,000) CASH USED IN INVESTING ACTIVITIES (187,409) (25,000) FINANCING ACTIVITIES Proceeds from issuance of units 1,090,085 - Share issue expenses (3,770) - Proceeds from exercise of options and warrants 595,313 89,375 Leasepayments made for discontinued operations - (2,129) CASH PROVIDED(USED) BY FINANCING ACTIVITIES 1,681,628 87,246 NET CHANGE IN CASH DURING THE PERIOD 699,435 (573,273) CASH, BEGINNING OF PERIOD 480,051 1,493,577 CASH, END OF PERIOD $ 1,179,486 $ 920,304 Cash paid for interest and income taxes $ - $ - Supplemental cash flow information Non-cash transactions during the period Shares issued for acquisition of intangible assets $ - 53,000

The accompanying notes are an integral part of these interim condensed consolidated financial statements

6

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

1. Organization and Nature of Operations

Admiral Bay Resources Inc. (“Admiral”) was incorporated in British Columbia on September 3, 1987.

Effective September 23, 2019, Admiral was part of a three-cornered amalgamation among Admiral, 2693980 Ontario Inc. (a wholly owned subsidiary of Admiral) and Cultivar Holdings Ltd. (the “Transaction”). Admiral completed the acquisition of all the issued and outstanding shares of Cultivar Holdings Ltd. by way of a three-cornered amalgamation, pursuant to which 2693980 Ontario Inc., amalgamated with Cultivar Holdings Ltd. Pursuant to the Transaction, each registered shareholder of Cultivar Holdings Ltd. received one (1) common share in the capital of the Admiral for each common share held, resulting in the issuance of an aggregate of 97,439,900 common shares to Cultivar Holdings Ltd. Shareholders. As part of the Transaction, warrants of Cultivar Holdings Ltd. were replaced with common share purchase warrants of Admiral.

At completion of the Transaction, Admiral changed its name to Cultivar Holdings Inc. (the “Company”).

On April 9, 2020, the Company announced that it has completed its name change from "Cultivar Holdings Inc." to "Predictmedix Inc." (the "Name Change"). The CUSIP number assigned to the Company's common shares following the name change is CUSIP 74040L100 (ISIN CA74040L1004). In connection with the Name Change, the Company's trading symbol, as listed on the CSE and the OTCQB have also been changed from "CULT" to "PMED", and from "CVRHF" to "PMEDF", respectively.

On February 15, 2018, the Company had acquired a 49% interest in a newly incorporated Cultivar JA Limited, (“CJA”) a corporation incorporated under the laws of Jamaica. The remaining 51% interest was owned by local Jamaican business partners. On March 27, 2020, the Company sold and discontinued its interests in CJA (Note 5).

On July 16, 2018, the Company had acquired a 100% interest in a newly incorporated CannIP Holdings Inc. (formerly 2639745 Ontario Inc.) (“Cann”) a corporation incorporated under the laws of the province of Ontario. Cann is engaged in the development of cosmetic and edible product lines, as well as investment in technology to detect an individual influence of cannabis. The Company did a one for one share exchange with Cann and issued 29,800,000 common shares to the shareholders of Cann.

The Company, through its subsidiaries, is in the business of investment in technology to detect if an individual is under the influence of cannabis and to predict substance addiction. The Company is currently focused on artificial intelligence (“AI”) technologies which are targeting two specific areas: 1) workplace health and safety and 2) healthcare.

The Company’s corporate head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, Canada, M5K 1G8.

7

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

2. Basis of Presentation and Going Concern

Basis of Preparation

These condensed interim consolidated financial statements have been prepared on the historical cost basis except for financial instruments recorded at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The functional currency of the Company and its subsidiaries is the Canadian dollar, which is also the Company’s reporting currency.

Statement of Compliance

These condensed interim consolidated financial statements (the "Financial Statements") are unaudited and have been prepared on a condensed basis in accordance with International Accounting Standard 34, Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), using accounting policies of International Financial Reporting Standards ("IFRS") and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended January 31, 2021, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”). The unaudited condensed interim consolidated financial statements are based on accounting policies as described in the January 31, 2021 annual consolidated financial statements.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries; Cultivar Holdings Ltd. and Cann from the date of acquisition. The Company has a 100% interest in Cann and in Cultivar Holdings Ltd. The Company had a 49% interest in CJA which was sold on March 27, 2020 (see note 5). All inter-company transactions and balances have been eliminated on consolidation.

Going Concern Assumption

These consolidated financial statements have been prepared using IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business, for the next fiscal year. At July 31, 2021, the Company had cash of $1,179,486, working capital of $1,432,418 and an accumulated deficit of $4,929,783. The continuing operations of the Company are dependent on generation of revenues and profits and funding to be provided by equity investors. The Company intends to finance its future requirements through a combination of equity and/or debt issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

This uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These interim condensed consolidated financial statements do not include any adjustments to the carrying value or presentation of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

8

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

2. Basis of Presentation and Going Concern (Cont’d) Significant Accounting Judgments and Estimates

The preparation of these interim consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the years reported.

Critical Judgements

The preparation of these interim consolidated financial statements requires management to make judgements regarding the going concern of the Company (discussed above), as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.

Key Sources of Estimation Uncertainty

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.

Significant estimates made by management affecting the interim consolidated financial statements include:

Share-based payments

Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them.

Deferred tax assets & liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

Useful life of property and equipment

Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.

9

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

2. Basis of Presentation and Going Concern (Cont’d)

Significant Accounting Judgments and Estimates (Cont’d)

Leases

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment of the lease term is reviewed if a significant event or a significant change in circumstance occurs, which affects this assessment and that is within the control of the lessee. The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact.

COVID-19 Estimation Uncertainty

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

Approval of the interim consolidated financial statements

These interim consolidated financial statements were authorized for issuance by the Board of Directors on September 29, 2021.

3. Significant Accounting Policies

The accounting policies set out in the consolidated financial statements at January 31, 2021, have been applied consistently to all periods presented in these condensed interim consolidated financial statements.

Revenue Recognition

Revenue is recognized at an amount that reflects the expected consideration receivable in exchange for transferring goods or services to a customer, applying the following five steps:

1. Identify the contract with a customer

2. Identify the performance obligations in the contract

3. Determine the transaction price

4. Allocate the transaction price to the performance obligations in the contract

5. Recognize revenue when (or as) the entity satisfies a performance obligation

10

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

3. Significant Accounting Policies (Cont’d) New standards not yet adopted

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendment a) clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period" b) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, and c) make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

This amendment is effective for annual periods beginning on or after January 1, 2022. Earlier application is permitted. The extent of the impact of adoption of this amendment has not yet been determined.

4. Acquisition

During the year ended January 31, 2020, the Company completed the following acquisition:

Effective September 23, 2019, the Company was part of a three-cornered amalgamation among the Company, 2693980 Ontario Inc. (a wholly owned subsidiary) and Cultivar Holdings Ltd. (the “Transaction”). The result of the transaction was that Admiral acquired all the issued and outstanding securities of Cultivar Holdings Ltd. on the basis of one share of Admiral for each share of former Cultivar. All outstanding warrants to purchase former Cultivar shares were exchanged, on an equivalent basis, for warrants to purchase shares of the Company. At completion of the transaction, Admiral changed its name to Cultivar Holdings Inc. and former Cultivar was amalgamated into 2693980 Ontario Inc.

Under IFRS, this was considered a Reverse Merger and Recapitalization (commonly referred to as a Reverse Take Over or “RTO”). The Company issued 6,514,249 shares valued at $0.21 per share, with a total value of $1,367,992 for the acquisition.

The fair value of the acquired assets and liabilities assumed is as follows:

Assets acquired by the Company:
Cash	$	3,448
Prepaid expenses		1,125
Liabilities assumed by the Company:
Accounts payable and accrued liabilities		(19,127)
Loans payable		(107,525)
Net liabilities assumed		(122,079)
Fair value of shares issued		(1,367,992)
Loss on acquisition	$	(1,490,071)

11

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

5. Sale of interest in Cultivar JA Limited

On March 27, 2020, the Company entered into a sale agreement (the "Sale Agreement") with respect to its 49% interest in Cultivar JA Limited ("Cultivar JA"), which holds a provisional cannabis cultivation license in Jamaica.

Pursuant to the terms of the Sale Agreement, the Company's wholly-owned subsidiary, Cultivar Holdings Ltd., agreed to sell its 49% interest in Cultivar JA and all related royalty interests to the principals of Cultivar JA in exchange for the principals of Cultivar JA agreeing to return and cancel 4,000,000 common shares of the Company owned by the principals. In addition, the principals also agreed to terminate their right to receive an additional 500,000 common shares of the Company which had been reserved for issuance upon Jamaica's Licensing Authority issuing final approval for Cultivar JA's license.

The sale agreement constituted a discontinued operation involving the loss of control of Cultivar JA by the Company. A discontinued operation is a component of the Company’s business that represents a separate major line of business or a geographical area of operations that has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or earlier if the operation meets the criteria to be classified as held for sale. When an operation is classified as a discontinued operation the comparative statement of comprehensive loss and cash flow operation is re-presented as if the operation had been discontinued from the start of the comparative period.

The sale agreement constituted a discontinued operation of the Company effective March 27, 2020. As a result, all the assets and liabilities of Cultivar JA have been removed from the statement of financial position of the Company. The cancellation of 4,000,000 shares of the Company have been valued at $540,000, being the fair value of the shares on the date of the sale transaction.

The expenses of Cultivar JA have been determined to be a discontinued operation by the Company, and as a result, have been disclosed separately on the statement of income (loss) and comprehensive income (loss)

	For the	For the
	six	six
	months	months
	ended	ended
	July 31, 2021	July 31, 2020
Expenses:
Amortization $	- $	2,871
Interest expense	-	687
Travel, entertainment and related	-	2,014
Net loss for the period prior to the sale transaction	-	(5,572)
Gain on divesture	-	351,868
Gain (Loss) from discontinued operations, net of tax	$ -	$ 346,296

12

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

6. Prepaid Expenses

Prepaid expenses as of July 31, 2021 include $70,060 to conduct a study to further validate its proprietary impairment detection technology for both alcohol and cannabis (January 31, 2021 - $70,060).

7. Property and Equipment

		Leasehold
	Equipment		Total
		Improvement
Cost
Balance as at January 31, 2020	$ 21,953 $ 9,916 $ 31,869
Discontinuance of business(Note 5)	(8,585) (9,916) (18,501)
Balance as at January 31, 2021	$ 13,368 $ -		$ 13,368
Additions	- -		-
Balance as at July31,2021	$ 13,368 $ -		$ 13,368
Accumulated Amortization
Balance as at January 31,2020	$ 5,749 $ 5,929 $ 11,678
Amortization	3,509 - 3,509
Discontinuance of business(Note 5)	(4,078) (5,929) (10,007)
Balance as at January 31, 2021	$ 5,180 $ - $ 5,180
Amortization	1,228 - 1,228
Balance as at July 31,2021	$ 6,408 $ - $ 6,408
	$ 8,188 $ - $ 8,188 $ 6,960 $ - $ 6,960
Net Carrying Amounts
As at January 31, 2021
As at July 31, 2021

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Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

8. Intangible Assets

a) On July 21, 2020, the Company completed the acquisition of MobileWellbeing (“MWB”), an innovative, feature rich, Telemedicine Remote Patient Monitoring platform that will integrate with the Company’s Artificial Intelligence ("AI") driven rapid screening system for infectious diseases, including COVID-19.

The consideration for the purchase was satisfied by payment in cash for $25,000, issuance of 20,000 shares and additional 30,000 shares to be issued on the 90[th] day of close. Consideration paid in the form of equity instruments is being considered share- based payment within the scope of IFRS 2 Share-based Payment and this asset acquisition is fair valued for a total consideration for $78,000 at the point control was obtained.

The acquisition has contingent considerations and royalty payments on achievement of certain milestones. The Company shall pay royalty of 20 percent of gross sales from the first $2.5 million in sales generated exclusively from the MWB platform. In addition, the Company is obligated to issue an additional 200,000 common shares commencing with the release of the initial version of the MWB platforms to the market and achievement of sales related milestones.

Contingent consideration in an asset acquisition was discussed at the March 2016 IFRS Interpretations Committee (IFRIC) meeting. An accounting policy choice exists, therefore an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. The Company has opted to recognize the liability only when the related activity that gives rise to the variability occurs.

Consideration
Cash consideration on closing	$ 25,000
Issued shares(50,000 shares issued at$1.06/share)	53,000
	$ 78,000
Purchase Price allocation
Intangible asset- MWB remotepatient monitoring platform	$ 78,000
	$ 78,000

b) The Company’s other intangible asset relates to the development of infectious disease symptom screening solution (“IDSS”).

MWB in the development phase and is currently not in use. Amortization will be recorded on this intangible asset from the date when they are put to use.

IDSS is completing its development and is estimated to have a useful life of 7 years. The asset will be amortized on a straight-line basis.

14

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

8. Intangible Assets (Cont’d)

The Company’s intangible assets are comprised of the following:

	MWB IDSS Total
	Cost
	Balance at January 31, 2020 $ - $ - $ - Acquisition 78,000 - 78,000 Additions 13,970 156,040 170,010
	Balance at January 31, 2021 $ 91,970 $ 156,040 $ 248,010 Additions 46,591 140,818 187,409
	Balance at July 31, 2021 $ 138,561 $ 296,858 $ 435,419
	Net Book Value Balance, January 31, 2021 $ 91,970 $ 156,040 $ 248,010 Balance, July 31, 2021 $ 138,561 $ 296,858 $ 435,419

15

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

9. Leases

Right-of-use assets of $nil (January 31, 2021- $nil) and total lease liability of $nil (January 31, 2021- $nil) have been removed from the statement of financial position of the Company as of January 31, 2021 on account of the sale of Company’s interest in Cultivar JA (Note 5).

Right of use assets

The Company’s right of use assets as at July 31, 2021 and January 31, 2021 were as follows:

Balance as at January 31, 2020	$	12,192
Amortization		(2,871)
Discontinuance of business(Note 5)		(9,321)
As at January31,2021 and July31,2021	$	-

Lease liability

At the commencement date of the leases, the lease liability was measured at the present value of the lease payments that were not paid at that date. The lease payments are discounted using an interest rate of 18% which is the Company incremental borrowing rate.

Lease liability interest expense recognized in profit and loss and lease payments recognized in the financing component of statement of cash flows are as follows:

Balance as at January 31, 2020	$	15,189
Interest expense		687
Lease payments made during the year		(2,129)
Discontinuance of business(Note 5)		(13,747)
As at January31, 2021 and July31, 2021	$	-

The Company’s lease liability as at July 31, 2021 and January 31, 2021 was as follows:

		July 31, 2021			January 31, 2021
Lease liability - current	$		-	$	-
Leaseliability– non-current					-
Total lease liability	$		-	$	-

16

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

10. Stock-Based Compensation

The Company has established a stock option plan whereby officers, directors, employees and service providers may be granted options to purchase common shares at a fixed price. Vesting and expiry provisions are determined at the date of grant. The plan provides for the issuance of stock options to acquire up to 10% of the Company’s issued and outstanding capital. The plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases.

Year ended January 31, 2021

a) In October 2018, the Company granted options to a consultant to acquire a total of 250,000 common shares. These options were issued at an exercise price of $0.10 per share and vested 75,000 immediately, 37,500 at the date of engineering milestone (vested during the quarter ended July 31, 2019) and balance 137,500 on completion of additional milestones, including 75,000 on model development (vested during the quarter ended October 31, 2019) and 62,500 on project handover, with an expiry term of two years. The fair value of each option used for the purpose of estimating the stock-based compensation was estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		2.26%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		100%
Expected life		2 years
Unvested stock-based compensation expense as of January 31, 2021	$	-

During the year ended January 31, 2021, the Company expensed $3,311, resulting in unvested stock-based compensation expense of $nil as of January 31, 2021.

b) In November 2018, the Company granted options to a consultant to acquire a total of 100,000 common shares. These options were issued at an exercise price of $0.10 per share and vested 25,000 immediately, and 25,000 each on April 1, 2019, September 1, 2019 and March 1, 2020 with an expiry term of three years. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		2.30%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		100%
Expected life		3 years
Unvested stock-based compensation expense as of January 31, 2021	$	-

During the year ended January 31, 2020, the Company expensed $260, resulting in unvested stock- based compensation expense of $nil as of January 31, 2021.

17

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

10. Stock-Based Compensation (Cont’d)

f) On September 17, 2020, the Company granted options to a consultant to purchase up to 200,000 common shares. These options were issued at an exercise price of $0.54 per share and vest on date of grant. These options expire on March 30, 2022. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		0.26%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		189%
Expected life		1.5 years
Unvested stock-based compensation expense as of January 31, 2021	$	-

During the year ended January 31, 2021, the Company expensed $81,979, relating to the vesting of options, resulting in unvested stock- based compensation expense of $nil as of January 31, 2021.

g) On September 21, 2020, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.59 per share and vest in equal installments over a quarterly basis throughout the term. These options have a term of one (1) year expiring on September 21, 2021. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		0.23%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		188%
Expected life		1 year
Unvested stock-based compensation expense as of January 31, 2021	$	18,958

During the year ended January 31, 2021, the Company expensed $77,375 relating to the vesting of options, resulting in unvested stock- based compensation expense of $18,958 as of January 31, 2021.

As of January 31, 2021, there was $53,204 (January 31, 2020: $3,571) of unvested stock-based compensation expense.

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Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

10. Stock-Based Compensation (Cont’d)

Six- month period ended July 31, 2021

• (a) The Company expensed $34,246 relating to the vesting of options issued on July 17, 2020, resulting in unvested stock- based compensation expense of $nil as of July 31, 2021.

• (b) The Company expensed $18,958 relating to the vesting of options issued on September 21, 2020, resulting in unvested stock- based compensation expense of $nil as of July 31, 2021.

• (c) On March 23, 2021, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.36 per share and vest immediately. These options have a term of one (1) year expiring on March 23, 2022. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		0.23%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		188%
Expected life		1 year
Unvested stock-based compensation expense as of April 30, 2021	$	-

During the six- month period ended July 31, 2021, the Company expensed $58,786 relating to the vesting of options, resulting in unvested stock- based compensation expense of $nil as of July 31, 2021.

• (d) On June 9, 2021, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.35 per share and vest equally over the next 3, 6, 9 and 12 months. These options have a term of 18 months expiring on December 9, 2022. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		0.23%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		188%
Expected life		1.5 years
Unvested stock-based compensation expense as of July 31, 2021	$	55,369

During the six- month period ended July 31, 2021, the Company expensed $9,405 relating to the vesting of options, resulting in unvested stock- based compensation expense of $55,368 as of July 31, 2021.

19

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

10. Stock-Based Compensation (Cont’d)

Six- month period ended July 31, 2021 (Cont’d)

• (e) On July 30, 2021, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.25 per share and vest equally over the next 3, 6, 9 and 12 months. These options have a term of 18 months expiring on January 30, 2023. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

Risk free rate		0.23%
Expected dividends		0%
Expected forfeiture rate		0%
Expected volatility		188%
Expected life		1.5 years
Unvested stock-based compensation expense as of July 31, 2021	$	46,709

During the six- month period ended July 31, 2021, the Company expensed $257 relating to the vesting of options, resulting in unvested stock- based compensation expense of $46,708 as of July 31, 2021.

As of July 31, 2021, there was a total of $102,077 of unvested stock-based compensation expense.

Continuity of the Company’s options is as follows:

ntinuityof the Company’s options is as follows:
	Number of	Weighted Average
	Options	Exercise Price
Outstanding, January 31, 2021	9,095,000	$0.18
Granted	250,000	$0.36
Granted	250,000	$0.35
Granted	250,000	$0.25
Expired	(4,526,250)	$0.15
Exercised	(3,968,750)	$0.15
OutstandingJuly31, 2021	1,350,000	$0.45

As at July 31, 2021, the Company had the following share purchase options outstanding and exercisable:

			Remaining Life
Outstanding	Exercisable	Exercise Price	(Years)	Expiry Date
80,000	80,000	$1.02	3.96	July 17, 2025
70,000	-	$0.54	0.61	March 10, 2022
200,000	200,000	$0.54	0.67	March 30, 2022
250,000	250,000	$0.59	0.14	September 21, 2021
250,000	250,000	$0.36	0.65	March 23, 2022
250,000	-	$0.35	1.36	December 9, 2022
250,000	-	$0.25	2.00	July30, 2023
1,350,000	780,000	$0.45	1.13

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Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

11. Capital Stock

The Company is authorized to issue the following shares:

• Unlimited number of common shares without par value

a) Common shares

The holders of common shares are entitled to receive dividends which are declared from time to time and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.

At July 31, 2021, the Company has 108,801,292 common shares issued and outstanding.

b) Share issuances

• During the six month period ended July 31, 2021

• On March 5, 2021, the Company closed a private placement of 3,114,529 units at $0.35 per unit for a consideration of $1,090,085. Each unit is comprised of one common share and one common share purchase warrant, with each Warrant exercisable into a common share of the Company at an exercise price of $0.50 per share for a period of 24 months. The Black-Scholes option pricing model was used to determine the fair value of the warrants using the following weight average assumptions: Expected dividend yield of 0%; risk free interest rate of 0.23%; expected volatility of 188%; expected life of 2 years. The relative fair value of the warrants has been valued at $455,990 and common shares at $634,095. In connection with this private placement, the Company incurred $3,770 in share issuance costs.

• 3,968,750 shares were issued upon exercise of 3,968,750 options at a price of $0.15 per share for total gross proceeds of $595,313. An amount of $299,300 was reclassed from share-based payment reserve to share capital.

During the year ended January 31, 2021

• The Company cancelled 4,000,000 common shares pursuant to the sale of its interest in Cultivar JA (Note 5).

• • 1,355,000 shares were issued upon exercise of 1,355,000 options at a price of $0.15 per share and 100,000 shares were issued upon exercise of 100,000 options at a price of $0.10 per share for total gross proceeds of $213,250. An amount of $108,435 was reclassed from share-based payment reserve to share capital.

• 100,000 shares were issued upon exercise of 100,000 warrants at a price of $0.50 per share for gross proceeds of $50,000. An amount of $7,481 was reclassed from warrant reserve to share capital.

• 50,000 shares were issued pursuant to the acquisition of MobileWellbeing (“MWB”), an innovative, feature rich, Telemedicine Remote Patient Monitoring platform (Note 8)

• 58,824 shares were issued at a price of $0.34 for a total consideration of $20,000. $8,333 was expensed to consulting services during the year ended January 31, 2021, while the remaining $11,667 is included in prepaid expenses as at January 31, 2021.

21

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

11. Capital Stock (Cont’d)

a) Warrants

Continuity of the Company’s warrants is as follows:

	Number of Warrants	Weighted Average Exercise Price
Outstanding, January 31, 2020	1,648,000	$0.50
Exercised	(100,000)	$0.50
Outstanding, January 31, 2021	1,548,000	$0.50
Issued	3,114,569	$0.50
Outstanding, July 31, 2021	4,662,569	$0.50

As at July 31, 2021, the Company had the following warrants outstanding:

	Outstanding Exercise Price Remaining Life(Years) Expiry Date
	1,548,000 $0.50 0.03 August 11, 2021 3,114,569 $0.50 1.59 March 5, 2023
	4,662,569 $0.50 1.08

12. Related Party Transactions

Related parties include key management personnel, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Key management of the Company are members of the Board of Directors, the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”).

Transactions with key management personnel not disclosed elsewhere in the financial statements include the following:

		Six months		Six months
		ended July 31,		ended July 31,
		2021		2020
Management fees to the CEO	$	51,000	$	48,500
Management fees to a prior director		-		6,000
Management fees to the COO		41,000		32,000
Management fees to the CFO		38,400		25,600
Total Management fees	$	130,400	$	112,100
Vehicle expense to the CEO		9,000		3,500
Vehicle expenses to the COO		9,000		1,000
Rent to the CEO included in rent expense		15,000		9,500
	$	163,400	$	126,100

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Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

Predictmedix Inc. (formerly Cultivar Holdings Inc.)

12. Related Party Transactions (Cont’d)

		Three months ended July 31, 2021 Three months ended July 31, 2020
Management fees to the CEO Management fees to the COO Management fees to the CFO Total Management fees Vehicle expense to the CEO Vehicle expenses to the COO Rent to the CEO included in rent expense	$	25,500 $ 24,500 23,000 17,000 36,000 25,600
	$ $	84,500 $ 67,100 4,500 2,000 4,500 1,000 9,000 5,000
		102,500 $ 75,100

During the six months ended July 31, 2021, the Company paid $57,000 (July 31, 2020: $14,992) being marketing expenses to companies controlled by the children of the CEO.

As of July 31, 2021, there was $nil due to any related parties (July 31, 2020- $nil)

13. Commitments and Contingencies

Effective July 1, 2020, the Company signed a two-year contract with a corporation owned and controlled by the CEO to pay monthly compensation of $8,500 for CEO services. In addition, the Company is obligated to pay monthly rent for $2,000 and an additional $1,500 for the use of a personal vehicle.

Effective July 1, 2020, the Company signed a two-year contract with a corporation owned and controlled by the COO to pay monthly compensation of $6,000 for COO services which effective May 1, 2021, is revised to $8,500 per month. In addition, the Company is obligated to pay an additional $1,500 for the use of a personal vehicle.

14. Financial Instruments

The fair value of the Company’s accounts payable, approximate carrying value, due to their short-term nature. The Company’s cash is measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities.

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Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

14. Financial Instruments (Cont’d)

Financial risk management and objectives

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk, foreign currency risk, and commodity price risk).

The Company thoroughly examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by the Board of Directors.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is not exposed to significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flows primarily from its financing activities.

The Company manages its liquidity needs by carefully monitoring scheduled costs. Liquidity is measured in various time bands, on day to day and week-to-week basis, as well as on long term liquidity needs over 180 day to 360 day look out periods. Funding for long term liquidity needs is based on the ability of the Company to successfully complete private placements.

As at July 31, 2021, the Company had sufficient cash of $1,179,486 to settle current liabilities of $136,433.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

(b) Price risk

The Company is not exposed to significant price risk as it does not possess investments in publicly traded securities.

(c) Currency risk

Currency risk is the risk that the fair value of future cash flows of a financial instrument denominated in a foreign currency will fluctuate because of changes in foreign exchange rates. Effective sale of the Company’s interest in Cultivar JA in March 2020, the Company has no exposure to any currency except Canadian dollars.

24

Predictmedix Inc. (formerly Cultivar Holdings Inc.) Notes to Interim Condensed Consolidated Financial Statements July 31, 2021 (in Canadian dollars) (Unaudited)

15. Capital Management

The Company considers its capital to be shareholders’ equity, which is comprised of share capital and deficit, which as at July 31, 2021 totaled $1,874,797. The Company’s capital structure is adjusted based on the funds available to the Company such that it may continue to seek new opportunities. The Board of Directors does not establish quantitative return on capital criteria, but rather relies on the expertise of management and other professionals to sustain future development of the business.

The sources of future funds presently available to the Company are through the sale of equity capital or debt of the Company. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Company.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions.

16. Segment Information

The Company, through its subsidiaries, is currently focused solely on artificial intelligence (“AI”) technologies which are targeting two specific areas: 1) workplace health and safety and 2) healthcare. All assets are located in Canada

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