RYAH Group Inc. — Management Reports 2020

Nov 12, 2020

PRIME BLOCKCHAIN INC. (formerly Investissements TSPL Inc.) Management Discussion and Analysis For the year ending on August 31, 2020

Introduction

The purpose of this MD&A is to help readers understand and evaluate trends and material changes related to Prime Blockchain Inc.’s (formerly ¨Investissements TSPL Inc.¨) results of operations and financial position (¨Prime¨ or the "Corporation") for the years ended August 31, 2020 and 2019. This report should be read in conjunction with the Audited financial statements for these periods and the notes thereto. For more information, please visit the SEDAR web site at www.sedar.com.

The Financial Statements were not adjusted in regard to the accounting value of Assets and Liabilities, Revenues and Expenses and to the classification used in the preparation of the Cash Flow Statement under the hypothesis of the Corporation`s ability to continue as a going concern. These adjustments could be significant.

The financial information presented in this MD&A has been prepared in compliance with International Financial Reporting Standards (IFRS), and amounts are expressed in Canadian dollars, unless otherwise indicated.

In this MD&A, the terms "Officers" and "Management" include Directors, Officers, the Chief Executive Officer and the Chief Financial Officer.

The Financial Statements of August 31, 2020, were prepared by management and were audited by the Corporation`s auditors Mallette s.e.n.c.r.l.

Forward-looking information

The reporting structure reflects how the Officers manage the Corporation and classifies the Corporation's activities for the purpose of planning and evaluating performance. This MD&A includes statements about the Corporation's objectives, strategies, financial condition, results of operations and activities. These statements are considered "forward looking" because they are based on management's current expectations regarding the Corporation's operations, the markets in which the Corporation operates, and various estimates and assumptions.

These forward-looking statements describe Management's expectations as of November 12, 2020.

-The actual results of the Corporation could differ materially from Management's expectations if known or unknown risks affect the Corporation's business, or if the estimates or assumptions prove to be incorrect. Consequently, Management cannot guarantee that any of its forward-looking statements will be realized.

-Forward-looking statements do not account for the effect that transactions or non-recurring items announced or occurring after the preparation of the financial statements may have on the Corporation's business.

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-Management does not intend, nor does it undertake to update, any of the forward-looking statements, except as required by law, even if new information comes to its attention or knowledge as a result of future events or for any other reason.

-Risks that could cause actual results to differ materially from management's current expectations are discussed in Section 10, "Risks and Uncertainties".

1. ACTIVITIES AND CONTINUITY OF OPERATION

The Corporation is a Québec-based corporation that was duly incorporated on January 13, 2004, under the Canada Business Corporations Act (CBCA) and is located in Verdun, QC. The Corporation has no commercial activities but is busy concluding a Reverse Takeover (¨RTO¨), with Potbotics Inc. which was initially announced on June 27, 2019 and the subject of other press releases since then. This will transform the Corporation so it can become active commercially.

The financial statements of the Corporation have been prepared according to the accounting principles that apply to an operating business. This assumes that the Corporation will continue to operate for the foreseeable future and will be able to realize its assets and pay its debts in the normal course of business. The Corporation incurred a net loss of $461,252 during the year ended August 31, 2020 (2019 - $502,564), accumulated a significant deficit as at this date and generated negative cash flows from operating activities. The Corporation has capital requirements, notably for the payment of its operating debts. In this regard, the Corporation issued shares in settlement of operating debts, and for notes and interest payable during the year. Since the year-end it issued shares to pay its operating debts and no notes were issued. The Corporation is seeking additional financing to carry out its future projects and the Corporation's ability to continue as a going concern depends on completing such financing in a timely and satisfactory manner. The financial statements of the Corporation have not been restated if the going concern assumption were unfounded. Management believes that the actions it has taken or plans to take will mitigate the effect of the conditions and facts that cast doubt on the soundness of this assumption.

In late 2012, the Corporation had failed to comply with legal requirements regarding the filing of its financial statements, Management Discussions and Analysis and annual certificates. Consequently, on January 23, 2013, the "Autorité des marchés financiers" (the "AMF") issued a Cease Trade Order ("CTO") against the Corporation, its securityholders, all brokers and their representatives, as well as any other person, from any activity related to trading in Corporation's securities. In addition, in September 2016, the Corporation's shares were delisted from the NEX market due to non-payment of maintenance fees.

Serge Beausoleil, a shareholder of the Corporation since 2012, undertook in the fall of 2016 to reactivate the Corporation with the consent of the Board of Directors. To this end, he mandated Mallette S.E.N.C.R.L. to prepare the various audited financial statements required and to ask for a revocation of the CTO by the regulatory authorities. Mr. Beausoleil then hired the law firm of Stein Monast S.E.N.C.R.L. so that an application for the revocation of the CTO be filed with the regulators. Mr. Beausoleil and about fifteen people, all Accredited Investors ("Lenders"), advanced to the Corporation the sums required to obtain the lifting of the CTO and to finance the maintenance of its activities.

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The CTO was lifted on August 2, 2017 subject to one condition. TSPL was required to hold a general meeting of shareholders, within 90 days of the revocation of the CTO, to elect a new board of directors, which was held in late October 2017.

During the year ended August 31, 2019, the Corporation completed the following private placements:

• (i) On November 20, 2018, the Corporation completed a private placement by issuing 2,100,000 common share units, at $0.05, for an amount of $105,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.20. per share for a period of two years. The shares had a value of $86,066 and the warrants a value of $18,934. The Corporation also issued 254,978 shares as payment for operating expenses at a value of $25,498.

• (ii) On January 14, 2019, the Corporation completed a private placement by issuing 650,000 common share units, at $0.05, for an amount of $32,500. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.20. per share for a period of two years. The shares had a value of $26,639 and the warrants a value of $5,861. The Corporation also issued 94,752 shares as payment for operating expenses at a value of $9,475

• (iii) On March 18, 2019, the Corporation completed a private placement by issuing 1,700,000 common share units, at $0.05, for an amount of $85,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.20. per share for a period of two years. The shares had a value of $69,672 and the warrants a value of $15,328. The Corporation also issued 241,613 shares as payment for operating expenses at a value of $10,569.

• (iv) On May 23, 2019, the Corporation completed a private placement by issuing 1,100,000 common share units, at $0.05, for an amount of $55,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.20. per share for a period of two years. The shares had a value of $45,082 and the warrants a value of $9,918. The Corporation also issued 476,854 shares as payment for operating expenses at a value of $23,843.

• (v) On August 20, 2019, the Corporation completed a private placement by issuing 1,300,000 common share units, at a price of $0.04, for an amount of $52,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.20. per share for a period of five years. The shares had a value of $34,666 and the warrants a value of $17,334. The Corporation also issued 110,296 shares as payment for operating expenses at a value of $5,515.

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During the year ended August 31, 2020, the Corporation completed the following private placements:

• (vi) On October 2, 2019, the Company completed a private placement by issuing 2,050,000 common share units for an amount of $82,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.20 per share for a period of five years. The shares had a value of $54,598 and the warrants a value of $27,402. The Company also issued 490,816 common shares as payment for operating expenses at a value of $24,510.

• (vii) On December 23, 2019, the Company completed a private placement by issuing 1,650,000 common share units for an amount of $66,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.075 per share for a period of five years. The shares had a value of $40,000 and the warrants a value of $26,000. The Company also issued 292,386 common shares as payment for operating expenses at a value of $14,619.

• (vii) On April 6, 2020, the Company completed a private placement by issuing 2,100,000 common share units for an amount of $85,000. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.075 per share for a period of five years. The shares had a value of $51,774 and the warrants a value of $33,226. The Company also issued 430,994 common shares as payment for operating expenses at a value of $21,550.

• (viii) On August 24, 2020, the Company completed a private placement by issuing 1,755,000 common share units for an amount of $70,200. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.075 per share for a period of five years. The shares had a value of $42,545 and the warrants a value of $27,655. The Company also issued 3,520,536 common shares as payment for operating expenses at a value of $138,400 and 1,545,000 common shares with warrants as payment for operating expenses, each warrant giving the holder the right to acquire an additional share at a price of $0.075 per share for a period of five years. The shares had a value of $42,210 and the warrants a value of $28,789.

In August 2020, a sum of CA$50,000 was advanced to Mr. Beausoleil so he could pay a Corporation account payable and deal with a claim currently being dealt with in Small Claims Court. This advance shows up in the Financial Statements as an Advance to a Director, without interest. When Releases and Discharges for these amounts are received the loan will be reduced or eliminated, and if any funds are remaining after the payments they will be remitted to the Corporation.

COVID-19

The Corporation does not have any ongoing operations except in regard to closing the proposed RTO transaction. This situation does not impose a reduction in its operations or the need to rearrange operations based on the availability or non-availability of employees due to health issues and\or COVID-19.

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The current COVID-19 pandemic and the effects this situation has had on the worldwide financial markets has added to the significant doubt to the Company's ability to continue as a going concern if the proposed RTO is not completed. This could render the Corporation's ability to seek and obtain financing, while it's still not listed, more difficult. To date, Prime Blockchain has been able to continue securing funding from its current group of investors. To meet its need it is contacting investors by phone internet and other remote access methods and any interested party can exchange documents with the Corporation through contact-less methods that do not require faceto-face encounters. These methods are slower and slightly more expensive but as effective. This is also the approach followed in its exchange of documents with Potbotics and its management and board of directors.

The current financial crisis has also slowed down the pace at which the proposed merger with RYAH/PotBotics is progressing. Prime has decided to lend RYAH CA$100,000 and take care of raising the needed financing so that RYAH can meet the CSE Listing conditions and hopefully be listed as soon as possible.

2. FINANCIAL OVERVIEW

Prime Blockchain incurred costs for the advancement of the proposed merger with Potbotics, during the year.

The Corporation's operations were partly financed via accounts payable. Some of the Corporation’s service providers accept that part of their invoices be settled through the issuance of common shares. The Corporation also secured financing through private placement of common share units.

An amount of $1,167 was payable to a director at year-end (August 31, 2020) which is to be converted into common share units prior to the RTO ($1,281 – August 31, 2019).

During the year ended August 31, 2020, the Corporation incurred $21,286 of travel expenses in its search for capital to meet its cash needs during the year and to find the needed capital to qualify for listing, compared with $24,928 in 2019. This reduction in travel expenses was mainly due to the fact that most of the travel since the onset of COVID-19 has been either eliminated or mostly done by car and train, which are less expensive than airplane travel.

The Corporation does not have any employees. Any work done by the corporation is done through consultants. Consulting fees were incurred as part of the day-to-day management of its operations as well as hiring certain individuals for project specific purposes. As such it incurred $341,516 in consulting fees compared to $301,329 in 2019, when it was looking for projects or acquisition targets. This increase in consulting fees was in mostly due to the bonuses paid for completing the RTO. Some of the consulting fees are incurred as part of being a reporting issuer and the various activities and regulatory requirements related to that status. Some of these fees were paid to related parties which is discussed at length in the relevant portion of this MD&A.

The Corporation incurred professional fees of $50,187 at August 31, 2020 compared to $105,719 at August 31, 2019. The main reason for this reduction is due to the fact that the Corporation didn’t initiate any activities related to the signing of a potential acquisition agreement during the last year, since a

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merger candidate had been identified. Also, some of the COVID-19 caused delays resulted in less demand for professional fees.

Office Expenses were $10,531 in 2020 ($24,673 – 2019). This is mostly due to the Company’s reduced activities because of the signing of the merger with Potbotics and COVID-19. Financial fees were $1,830 vs $816 in 2019, which are mainly due to added banking and related fees. Listing fees came in at $21,202 vs $13,835 in 2019. This increase was due to added filings with the regulators and the issuance of more news releases. The reduction of Renumeration to Directors from $37,681 in 2019 to $14,700 came from the smaller number of options being granted during the year.

3. SUMMARY OF RESULTS

Years ended August 31	2020		2019		2018
	$		$		$
Revenues		-		-		-
Expenses	461	252	508	981	687	359
Gain on debt settlement		-	6	417	14	265
Loss resulting from the holding of an investment		-		-	27	909
Net loss and comprehensive income	(461	252)	(502	564)	(701	003)
Basic and fully diluted net loss per share	(0.020)		(0.030)		(0.070)

The following table sets out selected unaudited financial information of the Company for the last eight quarters:

	Aug. 31,	May 31,	Feb. 29,	Nov. 30,	Aug. 31,	May 31,	Feb. 28,	Nov. 30,
In Dollars	2020	2020	2020	2019	2019	2019	2019	2018
Gain on debt settlement	-	-	-	-	6 417	-	-	-
Revenue	-	-	-	-	-	-	-	-
Expenses	219 914	19 747	110 773	110 818	202 987	104 301	127 293	74 400
Loss resulting from the
holding of an investment	-	-	-	-	-	-	-	-
Net loss	(219 914)	(19 747)	(110 773)	(110 818)	(196 570)	(104 301)	(127 293)	(74 400)
Basic lossper share	(0.006)	(0.001)	(0.005)	(0.050)	(0.030)	(0.006)	(0.008)	(0.005)

4. SUMMARY OF STATEMENTS OF FINANCIAL POSITION

Current assets Total Assets Current liabilities Total Liabilities	August 31, 2019 $ 53,179 $ 53,179 $ 55,298 $ 55,298	August 31,2019
		$1,502 $1,502 $110,347 $110,347

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5. SUMMARY OF CASH FLOWS

Operating activities Investing activities Financing activities Net increase (decrease) in cash	August 31, 2020 ($231,409) ($50,000) $283,086 $1,677	August 31,2019
		$(349,505) - $350,781 $1,276

At August 31, 2020, Prime Blockchain Inc. had a negative working capital amounting to $2,119, compared to a negative working capital amounting to $108,845 at August 31, 2019.

6. SUMMARY OF SHAREHOLDERS' EQUITY

	November 12, August 31,	November 12, August 31,	August 31,	August 31,
	2020	2020	2019	2018
Number of shares outstanding	37,649,633	34,849,633	21,014,901	12,986,408
Stock options	4,800,000	4,500,000	3,900,000	1,845,000
Warrants	29,810,637	27,010,637	17,910,637	11,060,637

The Corporation had adopted a Stock Option Plan, in 2012, under which the Board of Directors could grant to the Directors, Officers, Employees and Consultants stock options that could be exercised for a period of up to five years from the date of grant. This plan came to an end and was replaced by a new plan that was adopted by the shareholders at the meeting on October 31, 2017.

During 2020, 600,000 options were granted to Directors and Officers.

As at August 31, 2020, the number of issued and outstanding shares was 34,849,633. The number of warrants issued was 27,010,637.

On June 10, 2019, the Board of Directors adopted a resolution by which the various warrants previously issued by the Corporation would benefit from a five (5) year exercise period during which they could be exercised instead of two (2) years as originally issued. This new period started on the date when they were originally issued and will end on the fifth anniversary from said date.

7. OFF-BALANCE SHEET ARRANGEMENTS

The Corporation is not party to any off-balance sheet commitments as at the date of this MD&A

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8. RELATED PARTY TRANSACTIONS

Related parties of the Corporation include the Corporation’s key management personnel, as well as entities directly or indirectly controlled by key management personnel or entities where key management personnel are directors or officers.

The Corporation considers its directors and executives to be key management personnel. Key management personnel compensation for the years consisted of stock-based compensation and consulting fees, and are as follows:

Consulting fees* Remuneration of directors – stock-based compensation Office expense- rent Total	Year ended August 31, 2020 2019
	232,470 120,000 14,700 37,681 6,000 18,000
	$ 253,170 $ 175,681

• Consulting fees for a director of the Corporation are paid to a separate management company controlled by this individual.

These transactions were carried out under terms equivalent to those prevailing in the case of arm’s length transactions.

9. OUTLOOK

As at August 31, 2020, accounts payable totaled $50,966 ($105,005 as at August 31, 2019) and an amount of $1,167, payable to a director, without interest ($1,281 as at August 31, 2019).

Management believes that the Corporation's cash position is insufficient to finance its operating activities.

The Corporation is expected to proceed with some advances and the issuance of equity units by way of private placement in order to complete its restructuring efforts.

10. RISKS AND UNCERTAINTIES

In addition to the credit, liquidity and interest rate risks disclosed in the financial statements in Note 12 - "Financial Instruments", management presents, below, a non-exhaustive list of additional risk factors that a potential investor should take into account regarding the Corporation, namely:

1. The Corporation has limited operations and some assets. It does not have a history of generating revenues, it does not generate income and does not pay dividends.

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1. An investment in the common shares of the Corporation is considered highly speculative given the current nature of its business and its current development stage.

2. The Corporation 's Management devotes only part of their time to its affairs and some of them are or will be engaged in other projects, companies or companies. As a result, conflicts of interest may arise from time to time.

3. The Management cannot offer guarantees that an active and liquid market for its common shares will develop. As a result, investors may find it difficult, if not impossible, to sell their common shares.

4. The Corporation’s shares do not currently trade on a public market. Once trading in the common shares of the Corporation resumes it may be interrupted for various reasons, including the failure by the Corporation to submit documents to the regulators on a timely basis.

11. MAJOR ACCOUNTING METHODS AND ESTIMATES

The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the values of assets and liabilities and the presentation of contingent assets and liabilities as of the date of the financial statements. Similarly, income and expenses for the years presented are subject to estimates and assumptions.

Management bases its estimates and assumptions on past experiences and factors that are believed to be reasonable in the circumstances, which are the basis of our judgment of the carrying amount of assets and liabilities that are not apparent in any other way. Actual results may differ from these estimates.

The estimates that have the most significant impact on the amounts recognized in the financial statements are as follows:

• Fair value of shares, warrants and stock options.

There has been no material change in the accounting policies and estimates of the Corporation since August 31, 2020. A full description of the accounting policies is presented in the corresponding section 3 of the financial statements.

New accounting standards applied

On September 1, 2019, the Company applied the following standards:

IFRS 9 - Financial Instruments

The amendments to IFRS 9 - Financial Instruments, issued by the International Accounting Standards Board (IASB) in October 2017, clarify the fact that a negative compensation can be considered as a reasonable compensation, regardless of the cause of early termination. Financial assets that include prepayment features can be measured at amortized cost or at fair value through other comprehensive

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income as long as they respect the relevant provisions of IFRS 9. The amendments did not have any impact on the Company’s financial statements.

IFRIC 23 - Uncertainty over Income Tax Treatments

In June 2017, the IASB issued IFRIC 23 - Uncertainty over Income Tax Treatments. IFRIC 23 clarifies the application of recognition and measurement requirements in IAS 12 - Income Taxes, when there is uncertainty over income tax treatments. It specifically addresses whether a company considers each tax treatment independently or collectively, the assumptions a company makes about the examination of tax treatments by taxation authorities, how a company determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates and how a company considers changes in facts and circumstances. This new standard did not have any impact on the Company’s financial statements.

New standards and interpretations not yet effective

The IASB and the International Financial Reporting Interpretation Committee (IFRIC) have published new standards whose application will be mandatory for fiscal years beginning after September 1, 2020 or subsequent years. Many of these new accounting policies do not apply to the Company, so they are not discussed below.

New future accounting standards

Conceptual Framework for Financial Reporting

On March 29, 2018, the IASB published a comprehensive revision of the Conceptual Framework for Financial Reporting. The IASB decided to revise the Conceptual Framework for Financial Reporting because significant issues were not addressed and some guidance was outdated or unclear. The revised version includes, for example, a new section on evaluation, guidance on the presentation of financial performance and improved definitions of an asset and a liability and guidance to support those definitions. The conceptual framework assists entities in developing their accounting policies when no IFRS applies to a particular situation. The requirements will apply prospectively to financial statements beginning on or after January 1, 2020. This revision will have no impact on the Company's financial statements.

New future accounting standards

IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

On October 31, 2018, the IASB published an amendment to IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. The amendment, entitled “Definitions of Material”, clarifies the definition of material in IAS 1 and the explanations accompanying that definition, and aligns the definitions used in the various IFRS standards. The provisions of this amendment will apply prospectively to financial statements beginning on or after January 1, 2020. This amendment will have no impact on the Company's financial statements.

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IAS 37 - Provisions, Contingent Liabilities and Contingent Assets

On May 14, 2020, the IASB issued Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37), amending the standard regarding costs the Company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. These amendments will apply to financial statements beginning on or after January 1, 2022. The Company has not yet assessed the impact of these amendments on its financial statements.

IAS 1 - Presentation of Financial Statements

The IASB published an amendment to IAS 1 - Presentation of Financial Statements. The amendment concerns the classification of liabilities as current or non-current and only affects the presentation of liabilities in the statement of financial position, and not the amount or timing of recognition of any asset, liability income or expense, or the information that entities disclose about those items. The provisions of this amendment will apply retrospectively to financial statements beginning on or after January 1, 2022. Early adoption is permitted.

On July 15, 2020, the IASB published an amendment to IAS 1 - Presentation of Financial Statements that postpones the effective date to financial statements beginning on or after January 1, 2023. The Company has not yet assessed the impact of this amendment on its financial statements.

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Credit risk

Credit risk is the risk of financial loss for the Company if a counterpart fails to meet its obligations. The maximum credit risk is equal to the Company’s cash and advance to a director. The credit risk on cash is limited as the contracting party is a financial institution with a high credit rating. The Company does not expect to be exposed to a higher than normal credit risk with respect to the advance to a director.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet all its cash flow commitments at the appropriate time.

The Company monitors its liquidity, allowing it to seek additional liquidity in a timely manner when necessary. The necessary financing is provided through the issuance of shares that enable the Company to continue as a going concern.

As at August 31, 2020, the Company had current liabilities totaling $55,298 (2019 - $110,347).

Fair Value

The carrying amounts of cash, advance to a director, accounts payable and of the amount payable to a director represent a reasonable estimate of their fair value due to the short-term maturities of these instruments.

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Financial instruments recognized at fair value are classified in a hierarchy that reflects the importance of data used to compile the ratings. This hierarchy includes three levels:

Level 1 - Prices (unadjusted) in active markets for identical assets and liabilities;

• Level 2 - Evaluation based on data from observable market for the asset or liability, directly or indirectly obtained.

• Level 3 - Evaluation based on data other than observable market for the asset or liability.

Cash is classified in Level 1.

During the years ended August 31, 2020 and 2019, there were no transfers in assessments of financial assets between the different levels.

13. SIGNIFICANT EVENTS

On June 17, 2019, the Company concluded the negotiations with PotBotics/RYAH (¨RYAH¨) by signing a formal letter of intent (¨LOI¨). On November 12, 2019, the deadline of the formal letter of intent was extended. On September 9, 2020, the Company signed the formal Merger Agreement with RYAH, replacing the previously signed LOI. Some of the conditions were changed and they are outlined below. The transaction is structured in the form of a reverse takeover of the Company by RYAH. The Company shall purchase all of the shares and other securities of RYAH. The final transaction is subject to the reception of legal and fiscal guarantees as well as for securities. The transaction is also conditional upon the reception of a notice of conditional approval of the listing of the resulting company’s shares on the Canadian Stock Exchange (CSE).

At the annual general and special meeting held on August 19, 2019, the following resolutions were adopted:

• Change the name of the Company

• Consolidate the Company’s shares, and

• Create a new class of super-voting shares and amend the articles of the Company so that the common shares of the Company would be converted into subordinated voting shares with one vote per share.

As per the signed LOI with PotBotics these changes are to be implemented only upon the merger between the Companies and the listing of the shares being approved by the CSE. These changes are to be acted upon a decision of the current board of Directors of the Corporation.

The Merger Agreement calls for Prime to initially lend to RYAH the sum of CA$100,000 which was done on September 16, 2020. Prime has also taken the responsibility of raising the needed capital to qualify for listing on the CSE, which it is currently in the process of doing. Currently this amount is unknown since it will be supplied to the Parties at the time when the Conditional Approval for Listing is received. In addition, the Parties have agreed to NOT ask Prime to consolidate its shares, as was originally

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required under the LOI. The Company will proceed with the proposed name change and the creation of the two (2) classes of common shares.

13. SUBSEQUENT EVENTS

On September 9, 2020, the Company signed the formal Merger Agreement with RYAH, replacing the previously signed LOI.

On September 14, 2020, the Company completed a private placement by issuing 2,800,000 common share units for an amount of $112,000, or $0.04 per unit. Each unit consisted in one share and one warrant, each warrant giving the holder the right to acquire an additional share at a price of $0.075 per share for a period of five years following the listing on a stock exchange.

The Merger Agreement calls for Prime to initially lend to RYAH the sum of CA$100,000 which was done on September 16, 2020. Prime has also taken the responsibility of raising the needed capital to qualify for listing on the CSE, which it is currently in the process of doing. At this time, the exact amount needed is unknown since it will be supplied to the Parties, by the CSE, at the time when the Conditional Approval for Listing is received. In addition, the Parties have agreed to NOT ask Prime to consolidate its shares, as was originally required under the LOI. The Company will proceed with the proposed name change and the creation of the two (2) classes of common shares.

In September, 300,000 options were granted to an executive of the Company, at an exercise price of $0.10 per share, maturing on September 15, 2024.

14. OTHER INFORMATION

Additional information about the Corporation is available on SEDAR at www.sedar.com.

(s) Serge Beausoleil

Serge Beausoleil Director and Chief Financial Officer November 12, 2020

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