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REGULUS RESOURCES INC. Management Reports 2026

Jan 29, 2026

47240_rns_2026-01-28_f1c97ca2-db0a-4252-99e6-3327679fc3ae.pdf

Management Reports

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Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022.

The following Management's Discussion and Analysis ("MD&A") comments on the consolidated financial condition and results of operations of Personas Social Incorporated for the 3 months ended March 31, 2022. All data in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee. The information contained herein should be read in conjunction with Personas' consolidated Financial Statements for the 3 months ended March 31, 2022 (the "financial statements"), the Interim Financial Statements of Personas for the 3 months ended March 31, 2021, the audited Financial Statements of Personas for the year ended December 31, 2021.

Unless the context otherwise requires, all references to "Peeks", "Peeks Social", "Corporation", "Company", "our", "us", and "we" refers to Personas Social Incorporated as consolidated with its subsidiaries. Additional information regarding the Company is available at SEDAR at www.sedar.com.

This MD&A is dated August 18, 2022. All amounts are presented in Canadian dollars, unless otherwise noted.

Advisory Regarding Forward-Looking Statements

This MD&A contains forward-looking statements. When used in this MD&A the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. In particular, this MD&A contains forward-looking statements with respect to, among other things, our objectives, goals, strategies, intentions, plans, estimates, outlook, expected growth and business opportunities. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including without limitation, factors and assumptions regarding advertising revenues, platform fee revenues, operating costs and tariffs, taxes and fees, changes in market competition, governmental or regulatory developments, changes in tax legislation and general economic conditions. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: the Company's ability to attract and retain users and increase the level of engagement of its users; the Company's expectations regarding its user growth rate and the usage of its web and mobile products; the Company's ability to attract advertisers and the revenue derived from these advertisers; the Company's ability to grow user monetization; the sufficiency of the Company's cash and cash generated from operations to meet its working capital and capital expenditure requirements; the ability of the Company to raise sufficient capital to fund operations and meet its financial obligations; and changes in accounting standards.

The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this document. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits that the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. When relying upon our forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this document are made as at the date of this document and Personas Social Incorporated does not undertake any obligation to update publicly or to revise any of the included forward-

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looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

GOING CONCERN ASSUMPTION

While the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") on a going concern basis that presumes the Company will continue in operation for the foreseeable future and that the realization of assets and discharge of liabilities and commitments will occur in the normal course of business, there are material uncertainties related to adverse conditions and events that cast significant doubt on the Company's ability to continue as a going concern.

During the three months ended March 31, 2022, the Company recognized a net income of \$2,283 (March 31, 2021 - Loss of \$70,800) and as at March 31, 2022, the Company had accumulated a deficit of \$39,365,255 (Dec 31, 2021 - \$39,367,508). Whether and when the Company can attain profitability and positive cash flows from operations is uncertain. These factors create material uncertainties that cast significant doubt upon the Company's ability to continue as a going concern.

The Company has not yet realized profitable operations and has mainly relied on non-operational sources of financing to fund operations. Management has been able to raise sufficient funds to finance its operations in the past through private placements of both equity and debt and will need to continue to do so to fund operations in the future. The consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

ABOUT PERSONAS SOCIAL INCORPORATED

Personas Social Incorporated (formerly, Peeks Social Ltd.) ("Personas", "Peeks Social", "Peeks", or the "Company"), was incorporated on May 20, 2004, under the Business Corporations Act (British Columbia) and on January 10, 2008, was continued under the laws of the Province of Alberta. The Company is publicly traded and listed on the TSX Venture Exchange ("TSX-V") under the symbol "PRSN".

The Company's core business is to generate revenue through the offering of live streaming social media products and services for use by consumers and businesses on its live streaming social media platform, with a focus on mobile (iOS and Android) products. The Company focuses on providing social commerce enabled products which allow for a monetizable user experience to all users, consumers and businesses alike. The Company accomplishes this by offering web-based products, including mobile applications which are complete with enterprise grade global ecommerce infrastructure including multi-currency, multi-lingual, turnkey mobile commerce suites for users.

On May 2, 2018, Peeks Social completed a reverse acquisition with Personas.com Corporation ("Personas"), a private Ontario company and a related party by nature of it being under the common control of Personas' CEO, Mark Itwaru. The transaction enabled the Company to fully own the live streaming technology platform that it was previously licensing from Personas for the use in its business.

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OVERVIEW OF THE BUSINESS AND OPERATIONAL HIGHLIGHTS

Products and Product Development

Until 2016, the Company's flagship product and core line of business was an online social video platform for both web and mobile (with an emphasis on mobile) which allowed users to upload and share personal videos of themselves or events surrounding them, their "self-expression". This product was known as "Keek".

In November 2016, the legacy Keek mobile apps were transitioned from a "social media" video platform to a "social commerce" livestreaming platform, at which time they were rebranded under the product name "Peeks Social". Peeks Social is best described as "a social commerce enabled livestreaming platform." The Company has developed three main social media apps for its platform, namely Peeks Social, Personas and WADSPro, as well as a number of services which vary within each social media app.

The Peeks Social Platform

The Peeks Social Platform is a robust live streaming, mobile enabled social commerce platform that provides broadcasters and content creators with a wide variety of proprietary content monetization services. Content creators can make money by charging their viewers monthly subscription fees (Subscription Service), by receiving donations from viewers (Tipping Service) and by charging viewers for access to content (Paywall Service). In addition, the Peeks Social Platform provides a proprietary AdShare Service. The AdShare service allows all content creators to make money through advertising by selecting sponsored ads that run on their video content. The AdShare network dynamically matches sponsors with content creators and allows the content creators to select their desired sponsors. The Company shares its cost per impression-based advertising revenues with the content creator; thereby allowing content creators an effortless way to make money. The Company's social media apps and various features are described below.

Peeks Social App

The Peeks Social app allows users to view and interact with content or to livestream or broadcast themselves (a "Broadcaster") on a personal interactive social commerce enabled mobile platform. By simply tapping their screen, users of the Peeks Social app can send "likes", tip Broadcasters real money, chat, and interact with content providers, all in real-time. The Peek Social app differentiates itself from its competitors in several ways – (1) Peeks Social provides a real-time, engaging, and monetizable user experience to all of its users; (2) its enterprise grade global social commerce infrastructure is a multi-currency, multi-lingual, turnkey mobile commerce suite for all of its Broadcasters and viewers, complete with an individual e-wallet for every user.

Product and Services

During the year ended December 31, 2021, the Company made the strategic decision to solely focus the Company's time and resources on the continued development and promotion of the Peeks Social platform. This decision was arrived at primarily as a result of challenges related to securing financing for the Company due to the COVID19 global pandemic. The lack of financing made it unfeasible to spend the amounts of money necessary to continue the development and marketing of the Company's other services. As such, the Company has indefinitely suspended the development and marketing of its other three services; WASDpro e-gaming, Personas videoconferencing and Paysonas payment processing services. The Company has continued the development of its Mii.tv service and will re-release it in Q3 2022.

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Throughout 2021-

  • The Company launched its subscription services that allows content creators to sell monthly subscription to subscribers. Subscribers enjoy access to premium content for the price of their subscription. The company earns approximately 22% of the subscription price charged to subscribers as revenues.
  • The Company developed internal software to replace pricey third-party software and hosting. The development of internal software and software hosting significantly reduced operating expenses.
  • The Company improved its video streaming technology to provide for higher quality streams with less lag and glitching.

Marketing

The Company continued to market its Peeks Social platforming 2021. The majority of marketing efforts focus on social media marketing on Facebook and Instagram. The Company feeds users to its services from its various social media accounts. Today the Company has over 800,000 Instagram followers and continues to grow.

Product Features, Monetization and Revenue

The Company currently derives its revenue by charging fees (described below) on transactions processed on the Peeks Social Platform. The Peeks Platform is utilized by both content providers and by viewers (users). Users can currently transact inside Peeks by "tipping" a Broadcaster or by paying to access a "paid broadcast". All users (both Broadcasters and viewers) have a "wallet" inside the app to which they can deposit funds via a number of methods including credit card and in-app purchase (depending on their device), or withdraw funds via a variety of options depending on their geographical location. Users may utilize the funds inside their wallet to send tips to Broadcasters or to purchase access to the paid streams of other users. Wallets may contain USD, CAD, or a digital currency referred to as "coins". A "coin" has a value which approximates \$0.05USD. Coins may be purchased on both the iOS and Android platforms, or on the web at www.peeks.com.

Platform fees

Upon receipt of a tip or payment for a paid stream, the Company charges the Broadcaster a platform fee based on a percentage of the payments received by the Broadcaster. The platform fee varies with the Broadcaster's rating as determined by the viewers of the Broadcaster's content. The current platform fees are as follows:

Stars
(Broadcaster's "Rating")
Platform Fee
0.0 - 0.9 70%
1.0 - 1.9 60%
2.0 - 2.9 50%
3.0 - 4.4 39.9%
4.5 - 5.0 24.9%

For the year ended December 31, 2021, the average platform fee charged by the Company on transactions in the Peeks Social service was approximately 31%.

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Tipping

The tipping mechanism is available to viewers of content is only available in the Peeks Social app, and allows a viewer to send tips to a Broadcaster in either real-time or on a previously recorded livestream or uploaded video. Tip amounts currently available on the Android platform are \$0.25, \$0.50, \$1.00, \$5.00, \$10.00. On the iOS platform, tips may be sent in the amounts of 5, 10, 20, 100, or 200 coins. Once sent, the tip(s) are then withdrawn from the viewer's wallet and deposited to the Broadcaster's wallet.

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Paid Broadcasts

A paid broadcast is a livestream (or previously recorded livestream) where the Broadcaster has selected to charge a fee for access to that content. This is available in the Peeks Social app, the Personas App and the WASDPro app. The amount of the fee is determined by the Broadcaster and currently from \$0.50-\$50.00 (in either USD or CAD) for Android Broadcasters and 10-1,000 coins for iOS Broadcasters. Should a viewer choose to purchase access to the content, the fee is withdrawn from their wallet and deposited to the Broadcaster's wallet.

Get Popular

The Get Popular service is a self-promotion tool which will allow Broadcasters to purchase advertising units for themselves or for their content to be featured in certain positions in the Peeks Social app's Popular Channel, Live Channels, and similar pages on all the Company's applications. This is available in the Peeks Social App, the Personas app, and the WASDPro app. The feature was launched in October 2017 in the Peeks Social App. The current pricing for the Get Popular service is as follows:

Impression Package
(# of impressions)
Fee
(USD)
5,000 79 coins
(\$3.95)
10,000 139 coins
(\$6.95)
50,000 499 coins
(\$24.95)

OfferBox

The OfferBox was the first merchant tool to be added to the Peeks Social app. Using the OfferBox technology, users such as brands, influencers, and consumers, can create actionable incentives which can be distributed to their live audiences. This allows users to create individual live home shopping channels with a global reach. Using the OfferBox technology, a Broadcaster can deliver a call to action to their viewers inside a live stream which can allow for the instant purchase of the product or service being advertised. The offer may include information such as pictures, product or service descriptions, geographical availability, quantity, pricing, and terms of sale.

The function of OfferBox is illustrated by the images below:

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From Left to Right:

  • A Broadcaster selling "Mini Drones" inside a livestream on the Peeks Social app.
  • A viewer receives an offer to purchase a "Mini Drone" for \$59.99 USD while watching a livestream.
  • A viewer reviews the details of the offer to purchase a "Mini Drone".

AdShare Program

The AdShare Program was launched in January 2018 and was purposely built to facilitate the sale of ad units available for sale on broadcast television and on digital platforms. Specifically, the AdShare Program facilitates the sale of product placement ads, Cost per Install (CPI) ads, Cost per Action (CPA) ads, onscreen overlays and affiliate marketing programs. The Adshare program is available in both the Peeks Social app and WASDPro.

The AdShare Program interacts with the OfferBox so that ads can result in direct sales. The AdShare Program allows broadcasters to become advertisers if they so choose. Advertisers have the ability to target advertisements based on a wide variety of viewer demographics including location, age, gender and individual tastes. Upon starting a livestream, broadcasters are able to select brands to promote through the OfferBox on their streams. Broadcasters are then able to earn on a CPA or CPI basis. The CPA or CPI earnings are split between the Broadcaster and the Company.

MARKET TRENDS, PRODUCT DEVELOPMENT, AND BUSINESS OUTLOOK

Peeks Social has deployed a global platform for public self-expression, communication, and monetary transaction in real time. The Company's apps are free for download. Having demonstrated through its legacy products that a global video-centric social network can attract audiences (the legacy Keek product attracted 75 million registered users over 5 years), the next milestone for the Company is to confirm that this community can sustain itself from a relevance, enhanced value creation and monetization perspective. In order to do so, Management is of the belief

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that sustainability and growth must come from a product-first approach, and therefore the Company plans to focus its attention towards the growth of the Peeks Social live-streaming commerce network through its social media apps.

As a social commerce platform, Peeks Social connects content providers, viewers, advertisers, brands and retailers in a seamless organic social commerce ecosystem. The Company's platform allows premium content creators to monetize their popularity by sharing in advertising revenues and by being able to charge viewers for access to content. Additionally, the platform allows content creators to charge their viewers for goods and services and will allow viewers to make instantaneous purchases on their mobile devices through the OfferBox technology. Apart from premium content and enhanced product features and tools, the Peeks Social Platform and community will remain a free service for existing and future users.

Management believes that livestreaming will continue to achieve extremely rapid adoption rates in the social media marketplace. The Company expects the adoption rates of livestreaming video, in a social media context, will easily surpass those previously achieved by pre-recorded video and podcasts. Over its history, the Company has been successful in driving vast amounts of users to its products. Management is planning to replicate similar user growth strategies for Peeks Social. This user driven business strategy can be paired with new customer services and an innovative monetization strategy across different verticals, such as the existing tipping, paid broadcasts, monetization features such as the OfferBox, as well as potential subscription sales as described above (see "Products and Product Development" above and "Outlook" below).

The user driven business strategy will be focused on performance metrics which the Company has identified as being key to the performance of the Peeks Social product and the growth of the business (see Product Performance (KPIs)). These metrics are: the percentage of spending users; the average spend per user; and the activity levels of the users. In its early stages, the Peeks Social product has already proven its ability to monetize users in a social network.

Outlook

The Company announced the launch of an Agent Referral Program that allows approved agents to recruit new users for the Peeks Social Platform. Affiliate marketers are paid a commission on the platform fees charged to Broadcasters. The Company has built integrated affiliate marketing software into its wallet that allows affiliate marketers to track both the performance of the users they have attracted to Peeks Social and to track their commissions. The initial response has been strong and the Company expects this feature to have a material impact.

The Company has also completed the development of its subscription services. Subscription services will allow users to pay a monthly subscription to access individual Broadcaster content. The addition of subscription services allows the Company to compete with other subscription-based services such as Only Fans and Patreon which provide content creators with the ability to monetize their social media presence. The above efforts are part of what the Company has called the Peeks 2020 Reboot launch. The intent of the Peeks 2020 initiative is to re-engage its Broadcaster base to achieve the levels of engagement it previously experienced in prior fiscal periods.

It is Management's belief that the changes the Company has made over the last 3 months should promote improved fiscal stability. The Company's strategy also involves continuing its ongoing discussions with potential partners to develop additional revenue streams which are expected to involve licensing the Peeks Social Platform (white labeling) for different content-based verticals. The Company expects to be in a position to provide a more substantive update on its licensing efforts in its next annual financial report.

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SUMMARY OF FINANCIAL AND OPERATING RESULTS

Three Months Ended March 31, 2022 and Three Months Ended March 31, 2021

During the period ended March 31, 2022, the Company reported a total of \$1,019,840 in revenue, of which \$677,671 related to tipping revenue, and \$342,169 related to virtual currency revenue. This is compared to \$971,818 reported for the 3 months ended March 31, 2021, of which \$714,758 related to tipping revenue, and \$257,060 related to virtual currency revenue. This increase in revenue is due to increased marketing effort throughout fiscal 2021.

Selected financial information for the Company for the indicated periods is provided below:

Periods Ended
March 31, 2022 March 31, 2021
\$ \$
Tipping revenue \$677,671 \$714,758
Virtual currency revenue 342,169 257,060
Total revenue 1,019,840 971,818
Cost of Sales 534,297 599,856
Gross Margin 485,543 371,962
Operating expenses 332,498 607,541
Net Income loss for the period 153,045 (235,579)
Net loss per share – basic 0.000006 (0.0002)
Net loss per share – diluted 0.000006 (0.0002)

Operating expenses for the period ended March 31, 2022, were \$332,498 as compared to \$607,541 for the 3 months ended March 31, 2021. In general, there was a downward trend in expenses which was mainly due to the decrease in salaries and benefits, general and administration and advertising and communications, driven by the Company's cost cutting strategy.

The following is the breakdown of operating expenses for the period ended March 31, 2022 and the 3 months ended March 31, 2021. Details of the changes between periods are described in the notes to the table below.

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Summary of Operating Expenses

Period ended
March 31, 2022
3 months ended
March 31, 2021
Wages and benefits 67,820 195,550
General and administrative 46,832 140,417
Advertising and promotion 17,272 40,677
Consulting fees 78,603 23,459
Professional fees 57,942 78,896
Insurance 36,273 22,238
Rent 22,010 63,822
Depreciation 5,746 42,482
332,498 607,541

Notes:

  • (a) Salaries and benefits costs decreased by \$127,730 as compared to the 3 months ended March 31, 2021. This is due to cost cutting measures made by management in the forms of reduction of head count.
  • (b) General and administrative expenses mainly pertained to IT infrastructure costs decreased by \$93,585.
  • (c) Consulting fees increased by \$55,144 as compared to the 3 months ended March 31, 2021.
  • (d) Professional fees mainly pertained to statutory audit fees as well as legal fees paid to lawyers.
  • (e) Rent included expenses decreased by \$41,812 due to change of the Company's office location and termination of old lease contract.
  • (f) Depreciation included amortization of ROU assets in relation to the company's leases under IFRS 16, finance lease asset terminated effective Dec 31, 2021.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flow for the Three Months Ended March 31, 2022 and the Three Months Ended March 31, 2021

Net cash generated from operating activities was negative \$174,032 for the period ended March 31, 2022, as compared to negative \$138,320 for the 3 months ended March 31, 2021. During the period ended March 31, 2022, the Company had a decrease of \$60,570 of accounts receivables, an increase of \$4,603 of other receivables, an increase of \$11,250 of prepaid expenses, an increase of \$20,435 in accounts payable and accrued liabilities, a decrease of \$128,433 in related parties' payables and a decrease of \$128,140 of customer deposit liabilities.

For the period ended March 31, 2022, net cash generated financing activities was \$110,625 as compared to net cash generated from financing activities of \$110,705 for the 3 months ended March 31, 2021. Financing activities for the period ended March 31, 2022.

For the period ended March 31, 2022, the Company has no net cash generated from investing activities.

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Liquidity

During the period ended March 31, 2022, the Company reported a total of \$1,019,840 in revenue. The Company will need to continue to rely upon capital raising activities, such as private placement debt and equity financings, to fund its future operations. While there is no written commitment, the principal shareholder and CEO, Mark Itwaru, has historically provided financial support to the Company in times of cash shortages in between funding events. However, there is no guarantee such support will be available in the future. See "Liquidity Risk" below.

Selected financial information about the Company's financial position as at the indicated dates is provided below:

March 31, 2022 December 31, 2021
\$ \$
Cash 36,748 100,155
Total assets 3,247,380 3,363,519
Total liabilities 7,394,091 7,632,513
Share capital, contributed surplus, and warrants
reserve
Deficit (39,365,225) (39,367,508)
Working capital (deficiency) (4,146,711) (4,268,994)

During the 3 months ended March 31 2022, the Company recognized a net income of \$2,283 (3 months ended March 31, 2021 - net loss of \$70,800 and as of that date, the Company had accumulated a deficit of \$39,365,225 (March 31, 2021 - \$39,367,508). Whether and when the Company can attain profitability and positive cash flows from operations is uncertain. These factors create material uncertainties that cast significant doubt upon the Company's ability to continue as a going concern.

The Company has not yet realized profitable operations and has mainly relied on non-operational sources of financing to fund operations. Management has been able to raise sufficient funds to finance its operations in the past through private placements of both equity and debt and will need to continue to do so to fund operations in the future.

The Company is not currently paying most of its past payables relating to the now retired Keek products but is paying its ongoing monthly operational costs. The Company continues to negotiate its past payables as the need arises.

Recent financing efforts have included the following:

Private Placements:

Date Unit Price Units Sold Gross Consideration
June 27, 2019 \$0.05 22,325,940 \$1,116,297
June 27, 2019 \$0.05 500,000 \$25,000
January 13, 2020 \$0.05 37,141,340 \$1,857,067
February 13, 2020 \$0.05 6,200,000 \$310,000

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Secured Notes:

As at March 31, 2022, the Company had outstanding secured notes in the principal amount of \$250,000. Please refer to Note 10 in the Consolidated Financial Statements for full details of the notes.

Legal Proceedings

The Company, in the course of its normal operations, is subject to claims, lawsuits, and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company has no reason to believe that the ultimate outcome of these matters would have a significant impact on its consolidated financial position.

The Company has been made aware of a Statement of Claim filed in the Ontario Superior Court of Justice on September 18, 2020. The plaintiff (a landlord) alleges breach of contract by the Company pursuant to a lease entered into between the Company and the landlord. The Company and a director/officer, Mark Itwaru, have been named as defendants in the claim. The claim seeks damages against the Company in the amount of \$2.200,000 and \$120,000 against Mr. Itwaru for arrears of rent pursuant to the said lease. The Company is vigorously pursuing its defenses and has filed a defense and counterclaim against the plaintiff.

Management of Capital

The Company considers its capital to be its equity attributable to shareholders, which is comprised of share capital, contributed surplus, warrants reserve, and deficit, which as at March 31, 2022, amounted to negative \$4,146,711 (December 31, 2021 - \$4,268,994).

The Company's objectives when managing capital are: to safeguard its ability to continue as a going concern; and, to have sufficient capital to fund the growth and operations of its social media products and technologies for the benefit of its shareholders.

There were no changes in the Company's management of its capital during the period ended March 31, 2022. The Company is not subject to any externally imposed capital requirements.

In order to maintain its capital structure, the Company is dependent on equity and/or debt funding and, when necessary, raises capital through the issuance of equity instruments, comprised of common shares, warrants, and incentive stock options, and through the issuance of debt instruments. The Company reviews its capital management methods and requirements on an ongoing basis and makes adjustments accordingly.

Capital Transactions

Three Months Ended March 31, 2022 and Three Months Ended March 31, 2021

On February 19, 2021, the Company issued an aggregate of 1,000,000 Shares at a price of \$0.05 per Share, to satisfy 1,000,000 share option which exercised by the holders, as a result, an amount of \$39,862 has been allocated from contributed surplus.

On March 9, 2021, the Company issued an aggregate of 2,000,000 Shares at a price of \$0.075 per Share, to satisfy 2,000,000 warrants which exercised by the holders, as a result, an amount of \$48,478 has been allocated from warrants reserve.

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On March 1, 2022, the Company completed a non-brokered private placement offering of 2,400,000 units at a price of \$0.05 per unit for aggregate gross proceeds of \$120,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant issued under this financing entitles the holder to acquire one additional common share at a price of \$0.075 until [Insert date of expiry.]. If at any time the daily volume weighted average closing price of the Company's common shares on the TSX Venture Exchange is \$0.15 or more for a period of ten (10) consecutive days, the Company is entitled to notify all holders of Warrants of its intention to force the exercise of the Warrants following which the holders of Warrants shall have thirty (30) days from the date of the press release to exercise the Warrants.

Disclosure of Outstanding Share Data

The Company had the following shares and securities convertible into shares outstanding at the following dates:

March 31, 2022 December 31, 2021
Common Shares 327,989,359 327,989,359
Warrants, convertible into Common Shares 5,200,000 4,000,000
Stock Options, convertible into Common
Shares
40,542,800 40,542,800
Total Outstanding 273,732,159 372,532,159

See "Notes to the Interim Financial Statements for the period ended March 31, 2022 and the 3 months ended March 31, 2021".

RELATED PARTY TRANSACTIONS

Related party transactions are in the normal course of business and are measured at the exchange amount which is the amount of consideration established by and agreed to by the related parties. Related party transactions for the period ended March 31, 2022, are as follows:

Key management compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise). The compensation paid to key management, which included all directors as well as Chief Executive Officer and Chief Financial Officer for the three months ended March 31, 2022, was NIL (three months ended March 31, 2021: \$8,782) included in consulting fees and stock-based compensation.

OFF-BALANCE SHEET ARRANGEMENTS

The company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

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INVESTOR RELATIONS

Investor relations were performed by the Company for period ended March 31, 2022.

SEGMENTED INFORMATION

The Company operates in one operating segment. Management assesses performance and makes decisions about allocating resources based on this one business segment. All of the Company's assets are located in Canada. The following table shows the revenue for period ended March 31, 2022 and the 3 months ended March 31, 2021 based on the geographic location of the customer:

Revenue based on the geographic location of the customer (\$)

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021
Canada \$41,794 \$30,628
United States 795,475 782 ,158
Africa, The Middle East, and India 123,381 108,338
Europe 47,893 42,899
Others 11,297 7,796
Total \$1,019 ,840 \$971 ,818

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Values

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities, customer deposits, shortterm loans payable, and due to related parties approximate their fair values due to the short-term maturities of these instruments. Fair value represents the amount that would be exchanged in an arm's length transaction between willing parties and is best evidenced by a quoted market price, if one exists. The fair values of the secured notes approximate their carrying amounts as they bear terms similar to that of comparable instruments.

The Company follows a three-tier categorization for its financial instruments as a framework for disclosing fair value based upon inputs used to value the Company's investments. The hierarchy is summarized as:

  • Level 1 quoted prices (unadjusted) in active markets for identical assets and liabilities
  • Level 2 inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data
  • Level 3 inputs for assets and liabilities not based upon observable market data

As at March, 2022, and March 31, 2021, cash was carried at Level 1 in the fair value hierarchy.

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. The Company's interest rate risk is primarily related to the Company's interestbearing debts on its consolidated statements of financial position. The secured notes bear interest at fixed rates of 15%, thereby minimizing the Company's exposure to cash flow interest rate risk. The company considers interest rate risk to be immaterial.

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Foreign Currency Risk

The Company is subject to foreign exchange rate risk as it enters into transactions denominated in currencies other than the Company's functional currency, which is the Canadian dollar. The maximum exposure to foreign currency risk is equal to amounts held in foreign currencies at the Statement of Financial Position date. As at the reporting date only trade receivables of the Company had exposure to currency risk being represented in USD.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure as outlined in Note 16 (g) to the consolidated interim financial statements. The Company has revenue from operations however continues to rely on equity funding, debt funding and funding from related companies to support its growth and corporate activities. Should the need for further equity or debt funding arise, there is a risk that the Company may not be able to sell new common shares at an acceptable price or debt instruments at an acceptable interest rate level.

The Company has sustained losses over the last number of periods and has financed these losses mainly through a combination of equity and debt offerings. Management has been able to raise sufficient funds to finance its operations in the past through private placements of both equity and debt and believes that it has the ability to raise sufficient cash to meet all of its contractual debt that is coming due in the next year and to fund any operating losses that may occur in the upcoming periods.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge their obligations. Financial instruments that potentially expose the Company to this risk consist of cash, trade receivables, and finance lease receivables. The Company's cash is on deposit with Canadian Tier 1 chartered banks therefore the associated credit risk is low. Trade receivable, and finance lease receivables are in the normal course of business. The Company's maximum exposure to credit loss is the carrying amount of financial assets at the reporting date, as summarised below:

March 31, December 31,
2022 2021
\$ \$
Cash \$36,748 \$100,155
Trade receivables 116,812 181,908
Total \$153,560 \$282,063

The Company reviews the banks and financial institutions it deals with to ensure that standards of credit worthiness are maintained. Trade receivables are with large credit card processing companies with stable financial conditions thereby mitigating company's credit risk. Historically, the company has not suffered any material losses related to credit risk. The Company believes it is not exposed to significant credit risk.

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Other Risks and Uncertainty

  • If the Company is unable to advance its product and technology, specifically in the transition to the livestreaming space, its technology may become obsolete with significant impact to its ability to raise additional capital.
  • If the Company is unable to compete effectively for users and advertiser spend, its business and operating results will be harmed.
  • The Company has incurred significant operating losses in the past, and it may not be able to achieve or subsequently maintain profitability.
  • The Company has a limited operating history in a new and unproven market for its platform, which makes it difficult to evaluate its future prospects and may increase the risk that it will not be successful.
  • If the Company fails to grow its user base, or if user engagement or ad engagement on its platform declines, its revenue, business and operating results may be harmed.
  • The Company's products and services may contain undetected software errors, which could harm its business and operating results.
  • Regulatory investigations and settlements could cause the Company to incur additional expenses or change its business practices in a manner materially adverse to its business.
  • Privacy concerns relating to the Company's products and services could damage its reputation and deter current and potential users and advertisers from using the products and services.
  • The Company may face lawsuits or incur liability as a result of content published or made available through its products and services.
  • The Company's intellectual property rights are valuable, and any inability to protect them could reduce the value of its products, services and brand.
  • The Company requires additional capital to support its operations and the growth of its business, and it cannot be certain that this capital will be available on reasonable terms.

Investors should carefully consider the risks and uncertainties described above and in the financial statements. The risks and uncertainties described in the Company's financial statements and MD&A are not the only ones it faces. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may also adversely affect its business. For a more complete discussion of the risks and uncertainties which apply to the Company's business and its operating results, please see the Company's Management Information Circulars and other filings with Canadian securities regulatory authorities on SEDAR at www.sedar.com.

ADDITIONAL INFORMATION:

Additional information relating to the Company including the interim financial statements for the 3 months ended March 31, 2022 and the audited consolidated annual financial statements of Personas Social Incorporated for the year ended December 31, 2021, Management Information Circulars, and press releases issued by the Company, are available under the Company's profile on SEDAR at www.sedar.com.