Tribe Property Technologies Inc.

Annual Information Form

For the Year Ended December 31, 2020

Dated July 20, 2021

GENERAL MATTERS 1
FORWARD-LOOKING INFORMATION 1
TRADEMARKS AND TRADENAMES 2
ORGANIZATIONAL STRUCTURE 2
GENERAL DEVELOPMENT OF THE BUSINESS 3
BUSINESS AND INDUSTRY 6
RISK FACTORS 14
DIVIDENDS AND DISTRIBUTIONS 26
GENERAL DESCRIPTION OF CAPITAL STRUCTURE 27
MARKET FOR SECURITIES 27
SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER 28
DIRECTORS AND EXECUTIVE OFFICERS 30
AUDIT COMMITTEE 33
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 34
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 34
TRANSFER AGENT AND REGISTRAR 34
INTEREST OF EXPERTS 34
MATERIAL CONTRACTS 34
ADDITIONAL INFORMATION 34
GLOSSARY OF TERMS 36
APPENDIX "A" AUDIT COMMITTEE CHARTER 38

GENERAL MATTERS

This annual information form (this "AIF") for the fiscal year ended December 31, 2020 is dated July 20, 2021 and, unless specifically stated otherwise, all information disclosed in this AIF is provided as of the date of this AIF. For an explanation of the capitalized terms and expressions and certain defined terms, please refer to the "Glossary of Terms" at the end of this AIF.

In this AIF, unless the context otherwise requires, references to the "Company", "Tribe", "we", "us", "our" or similar expressions refer to Tribe Property Technologies Inc. References to our business prior to March 15, 2021, refer to the business of Tribe Private.

We present our financial statements in Canadian dollars. In this AIF, all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

FORWARD-LOOKING INFORMATION

This AIF contains forward-looking information within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "estimates", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved. Forward-looking statements in this AIF include, but are not limited to our expectations regarding industry trends and challenges, overall market growth rates and our growth rates and growth strategies; the long-term impact of the COVID-19 pandemic on our business, financial position, results of operations and/or cash flows; addressable markets for our solutions; the achievement of advances in and expansion of our offerings and markets; expectations regarding our revenue and the revenue generation potential of our products, services and other solutions; our business plans and strategies including expected acquisitions; our expectations regarding certain of our future results, including, among others, revenue, expenses, sales growth, expenditures, operations and use of future cash flow; our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets; our competitive position in our industry and our expectations regarding competition; our anticipated cash needs and needs for additional financing; our plans for the timing and expansion of our services; our ability to attract and retain personnel; payment obligations under existing commercial agreements; future prospective consolidation in the rental management sector; industry trends; and prospective benefits of our platform.

Forward-looking information are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such information. Forward-looking information is based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking information include, without limitation, our ability to capitalize on growth opportunities and implement our growth strategy; our ability to retain key personnel; our ability to maintain existing customer relationships and to continue to expand our customers' use of our products solutions; our ability to acquire new customers; our ability to enhance our offerings to remain at the forefront of our industry; the impact of competition; the successful integration of future acquisitions; the absence of material adverse changes in our business, our industry or the global economy; and that the risks and uncertainties described under "Risk Factors" will not materialize.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forwardlooking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Known and unknown factors could cause actual results or events to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets; changes in interest rates; disruption to the credit markets and delays in obtaining financing; inflationary pressures; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada or the United States, or other countries in which we may carry on business; integration of the Gateway Acquisition; business opportunities that may be presented to, or pursued by us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with business activities; the possibility of cost overruns or unanticipated expenses; employee relations; the risks of obtaining and renewing necessary licenses and permits; adverse changes in our credit rating; risks related to third parties passing off or otherwise leveraging the Company's branding and/or messaging; s related to intellectual property protection including cybersecurity risks and ransomware risks; and the occurrence of natural disasters, hostilities, acts of war or terrorism. The factors identified above are not intended to represent a complete list of the factors that could affect us. Additional factors are noted under the heading "Risk Factors".

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this AIF. These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this AIF. All subsequent forward-looking information attributable to us is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. We do not undertake any obligation to update the forwardlooking information contained in this AIF to reflect events or circumstances that occur after the date of this AIF or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

TRADEMARKS AND TRADENAMES

This AIF includes certain trademarks we either own, are in the process of applying for or have the right to use in countries that include Canada and the United States, which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this AIF may appear without the ® or TM symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names.

ORGANIZATIONAL STRUCTURE

The Company

We were incorporated pursuant to the provisions of the OBCA on June 5, 2017 under the name "Cherry Street Capital Inc." In connection with the Qualifying Transaction, we changed our name to "Tribe Property Technologies Inc." on March 15, 2021.

Our head office is located at Suite 419-1155 West Pender Street, Vancouver, BC V6E 2P4 and our registered office is located at Suite 2100-885 Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3C2.

Consolidation

On March 15, 2021, the Company effected a consolidation on the basis of one post-consolidation Common Share for 8.4488 pre-consolidation Common Shares (the "Consolidation"). Unless otherwise noted, all references to the number of Common Shares and stock options, as well as exercise price and price per Common Share in this AIF reflect the Consolidation.

Intercorporate Relationships

The following diagram illustrates the intercorporate relationships among us and our subsidiaries (including jurisdiction and percentage ownership):

GENERAL DEVELOPMENT OF THE BUSINESS

General

Our principal business activity is offering an integrated technology-enabled property management service model to meet the needs of developers, condominium and residential communities, and owners and residents. The services provided by our technology platform are focused on improving the living experience of the residents within each community, with a key focus on communication, information, education and protection. Through our technology platform, we provide on-demand access to important records and documents, simple communication tools, online payment options, bookable amenities and a ticketing system for residents to notify their developer or management of issues, warranty concerns and deficiencies.

We offer a selection of three software products to meet the needs of our customers. We offer a condo-living software for strata councils and residents, a deficiency management software for real estate developers and a rental management software for landlords.

Condo/Strata Management

Our condo-living platform strengthens communications, empowers residents and builds community. It offers high value for community residents with features that allow councils, boards and homeowners' associations to protect their real estate investment through improved communication, greater collaboration and self-service tools for residents. Examples include secure and easy communications tools with easy-to-find records, on-demand access to shared community documents, amenity booking and a help desk ticketing system.

Real Estate Management

We provide real estate developers with the tools to track deficiencies, digitize building data and owners' manuals, and facilitate the handover of a completed community to owners and property managers. This deficiency management tool is used by property developers to organize and streamline post-construction workflow from pre-inspection and owner walk-throughs to post-occupancy and beyond. Developers can digitally track and manage home issues, while owners can access digital homeowner manuals and submit warranty issues upon move-in, directly to customer care teams.

Rental Management

Our rental management software is used as a one-stop online tool designed to streamline landlord tasks and improve communications and transactions with renters. The tool eliminates tedious tasks and streamlines every step in the rental process, allowing users to take advantage of listing websites, online rental applications, tenant vetting and onboarding, digital lease agreements, cashflow management, online rent collection and financial reporting. This software is available to owner-investors within our end-to-end community solution.

Qualifying Transaction

On March 15, 2021, the Company (then "Cherry Street Capital Inc.", a capital pool company under the policies of the TSXV) acquired all of the outstanding shares of Tribe Property Technologies Inc. ("Tribe Private") by way of a threecornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company, 1283534 B.C. Ltd. ("Subco"), amalgamated with Tribe Private and was re-named "Tribe Property Solutions Inc." (the "Qualifying Transaction"). On March 15, 2021, the Company changed its name to "Tribe Property Technologies Inc." and on March 25, 2021, the Company commenced trading on the TSXV under the symbol "TRBE". This transaction constituted the Company's "qualifying transaction" for the purposes of the TSXV's policies and a reverse takeover for the purposes of Canadian securities laws.

In connection with the Qualifying Transaction, the Company assumed the business of Tribe Private. The Board was reconstituted to include Joseph Nakhla, Raymond Choy Andrew Kiguel, Charmaine Crooks and Michael Willis. Management of the Company was similarly reconstituted to comprise Joseph Nakhla as Chief Executive Officer, Jim Defer as Chief Financial Officer and John Tims as Corporate Secretary.

Three Year History

2018

On September 14, 2018, Tribe Private acquired certain software-related assets from Pendo Investments Inc. for 4,000,000 common shares of Tribe Private. Tribe Private acquired all assets associated with Pendo™ Rent, an online tool that helps landlords manage their rental properties, by eliminating tedious tasks and streamlining every step of the rental process including listing properties, rental applications, tenant vetting and onboarding, digital lease agreements, cashflow management, online rent collection, and financial reporting.

On September 27, 2018, the Company completed an initial public offering of 1,050,000 Common Shares at $0.50 per Common Share. The Company commenced trading on the TSXV under the symbol "CHSC.P" on September 28, 2018. The Company was a "capital pool company" under the policies of the TSXV, meaning that its principal business was to identify and evaluate opportunities for the acquisition of an interest in assets or businesses, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or business in order to complete a "qualifying transaction". Until the Company completed its "qualifying transaction", it was not permitted to carry on any business other than the identification and evaluation of assets or businesses in connection with a potential "qualifying transaction".

2019

On January 31, 2019, Tribe Private acquired 100% of False Creek Property Management for cash consideration of $300,000. False Creek Property Management was a property management services company that expanded Tribe Private's market penetration within the condo management services sector in British Columbia.

2020

On October 28, 2020, the Company entered into a letter of intent with Tribe Private in respect of the proposed Qualifying Transaction.

On November 20, 2020, Tribe Private changed its name from "Bazinga Technologies Inc." to "Tribe Property Technologies Inc."

On December 11, 2020, Tribe Private completed a brokered subscription receipt financing (the "Subscription Receipt Financing") pursuant to which Tribe Private issued 2,325,984 Subscription Receipts at a purchase price of $5.00 per Subscription Receipt for aggregate gross proceeds of $11,629,920. Net proceeds of the Subscription Receipt Financing were held in escrow pending completion of the Qualifying Transaction. In connection with the Subscription Receipt Financing, the Company and Tribe Private entered into an agency agreement with the Agents of the Subscription Receipt Financing dated December 11, 2020 (the "Agency Agreement"). Pursuant to the Agency Agreement, the Agents received a commission of: (i) 6% of gross proceeds in respect of Subscription Receipts sold (other than those sold to certain identified buyers, in respect of which 3.5% of gross proceeds was paid); and (ii) Compensation Options representing 6% of the Subscription Receipts sold (other than those sold to certain identified buyers, in respect of which 3.5% were issued). The Subscription Receipts were governed by a subscription receipt agreement among the Company, Tribe Private, the Lead Agent and TSX Trust Company dated December 11, 2020 (the "Subscription Receipt Agreement").

On December 31, 2020, Tribe Private completed the acquisition of Gateway Property Management Corp. ("Gateway") and RDC Property Services Ltd. ("RDC") for an aggregate purchase price of $10,000,000 (the "Gateway Acquisition"). The purchase price was paid by issuing 200,000 Tribe Private common shares and issuing a promissory note for a principal amount of $9,000,0000 (the "Gateway Promissory Note") to the vendors of Gateway and RDC, which include Mr. Scott Ullrich, a current officer of Gateway, RDC and Gateway West Property Management Corporation, subsidiaries of the Company. The Gateway Promissory Note provides for an interest of 5% per annum on the outstanding principal amount from time to time. $5,000,000, plus accrued interest, of the Gateway Promissory Note was re-paid to the vendors in connection with the release of funds from the Subscription Receipt Financing on March 29, 2021. The remaining amount owed under the Gateway Promissory Note is to be paid to the vendors over a five-year period, per the following schedule:

$1,000,000 on December 31, 2022;
$1,000,000 on December 31, 2023;
$1,000,000 on December 31, 2024; and
The remaining principal balance and any outstanding accrued and unpaid interest on December 31, 2025.

If on the first anniversary of the closing of the Gateway Acquisition (December 31, 2021), revenues of Gateway and RDC are greater than $10,500,000, then the purchase price shall be increased by the difference between the revenue generated by Gateway and RDC and $10,500,000 on a dollar for dollar basis. Any adjustment in the purchase price shall be made by increasing the balance owed under the Gateway Promissory Note.

If on the first anniversary of the closing of the Gateway Acquisition (December 31, 2021), revenue of Gateway and RDC are less than $9,500,000, then the purchase price shall be reduced by the difference between the revenue generated by Gateway and RDC and $9,500,000 on a dollar for dollar basis for the first $500,000 of difference and on the basis of a $0.50 reduction for each $1.00 difference over $500,000, to a maximum reduction of $750,000. Any adjustment in the purchase price shall be made by reducing the balance owed under the Gateway Promissory Note.

As part of the Gateway Acquisition, Tribe Private is required to make a working capital payment to the vendors for the amount of working capital on hand as at December 31, 2020. As at December 31, 2020, this amount was estimated to be $968,792. As of the date of this AIF, the working capital payment has not yet been finalized.

Gateway and RDC are property management services companies with a network of clients across Canada. The Gateway Acquisition expanded Tribe Private's geographical footprint in the condo management services sector to the provinces of Alberta and Ontario, as well as significantly increased the scale of Tribe Private's rental management business.

2021

On February 11, 2021, the Company, Tribe Private and Subco entered into an amalgamation agreement (the "Amalgamation Agreement") pursuant to which Subco would merge with and into Tribe Private by way of a threecornered amalgamation under the BCBCA. Under the Amalgamation Agreement, the Company would be renamed "Tribe Property Technologies Inc." and holders of Tribe Private common shares were to receive Common Shares on a one for one basis.

On February 12, 2021, Tribe Private settled $1,266,365 of shareholder loans to companies controlled by directors of Tribe Private through the issuance of 253,270 Tribe Private common shares.

On February 22, 2021, Jim Defer was appointed Chief Financial Officer of the Tribe Private and John Tims, the former Chief Financial Officer, was appointed Corporate Secretary of Tribe Private.

On March 5, 2021, Tribe Private completed a non-brokered subscription receipt financing (the "Non-Brokered Subscription Receipt Financing") pursuant to which Tribe Private issued 340,000 Subscription Receipts at a purchase price of $5.00 per Subscription Receipt for aggregate gross proceeds of $1,700,000. Net proceeds of the Non-Brokered Subscription Receipt Financing were held in escrow pending completion of the Qualifying Transaction.

On March 15, 2021, Tribe Private effected a consolidation on the basis of one post-consolidation common share for 9.1719 pre-consolidation common shares.

On March 15, 2021, the Company completed the Consolidation and Qualifying Transaction.

On March 31, 2021, the Company paid off the remaining shareholder loans, being $603,762 plus accrued interest, to companies controlled by former directors of Tribe Private.

On April 20, 2021, the Company acquired Key Property Management Ltd.'s rental portfolio, comprising 75 service contracts, for an aggregate purchase price of $115,000. $90,000 of the purchase price was paid on the closing date and $25,000 is payable on July 1, 2022.

On May 31, 2021, the Company reported its results for the three-months ended March 31, 2021. The Company reported first quarter 2021 revenue of $3.79 million, representing a 253% increase over revenue of Tribe Private in the first quarter of 2020 driven by the Gateway Acquisition.

On June 30, 2021, the Company appointed Dale Matheson Carr-Hilton LLP ("DMCL") as auditor of the Company to fill the vacancy created by the resignation of the Company's former auditor, MNP LLP. DMCL was the auditor of Tribe Private.

BUSINESS AND INDUSTRY

General

We are a property-technology company incorporated in Canada. We empower residential community living in cities by disrupting the traditional multi-unit condo and rental markets with technology-enabled property management services. We do this by leveraging technology to connect, inform, educate and protect.

Our fully-integrated people- and technology-forward strategy views community as a holistic ecosystem. It is our mission to provide a comprehensive suite of products and services for building and managing residential communities. We work with owners and residents, councils and boards, developers and vendors to understand this ecosystem and make the enhancement of the community living experience its business, from pre-construction to post-occupancy, and from condo to rental management.

Our solutions are based on principally operating in British Columbia's regulated condo market. By way of designing process and tools for a regulated market such as British Columbia, this allows us to set a bar that carries over into less regulated markets while providing a high standard of service delivery. Based on recent data collected in early 2019, as a result of the Gateway Acquisition, we are a top ten property management services company in Canada, in terms of size, for both the condo management and rental management markets, and is one of only a handful of national service providers serving both markets.1

We believe that there is an opportunity to transform the property management services industry by acquiring other companies in the sector and transitioning their more traditional service approaches over to our high-touch service model delivered in conjunction with our broad suite of digital tools. It was with this objective in mind that we made the Gateway Acquisition and other historical acquisitions, and we may look to make further acquisitions in the future.

1 Source: Canadian Property Management, Vol. 34. No. 1 March/April 2019.

As a result of the Gateway Acquisition, we expect to be operating from a larger revenue base with a focus on delivering Our holistic community living solutions across both Gateway's condo and rental community portfolios. The Gateway Acquisition expands our geographical footprint in the condo management services sector to the provinces of Alberta and Ontario, as well as significantly increases the scale of our rental management business.

Industry Background

Community Living Overview

There are an estimated 76.5 million people living in community associations (condo, rental and homeowner associations ("HOA")) throughout Canada and the United States.2 Trends in the marketplace point to an increase in multi-unit living as urban areas turn to high density housing to increase availability and allow residents to live closer to their employers, take advantage of cultural activities and access mass transit.3

In the U.S., the number of multi-unit communities have increased almost tenfold over the last 40 years, from 36,000 communities in 1980 to over 344,000 communities in 2019. Canada has also experienced significant growth and currently has 41,000 multi-unit communities in British Columbia and Ontario alone.4

The development of purpose-built rental buildings continues to surge. In both Canada and the US, just under one-third of the population lives in rental housing. In Canada, this is approximately 4.4-million adults and families, with the largest rental markets being Montreal (just under 600,000 units), Toronto (313,000 units), and Vancouver (109,000 units).5

Since 2011, more than 90 per cent of multifamily construction starts in the United States have been channeled into purpose-built rental housing, while in Canada 72,000 rental units were under construction in the last quarter of 2019 (up by more than 12,500 from 2018 and an increase of nearly 500% over the last decade). According to data from CMHC, 2020 is on track to set a 30-year high of about 100,000 suites.6

Community-Living Software

As the trend for densification has exploded in urban settings, property owners and managers alike recognize the costefficiency and time savings that industry-focused software solutions can provide. North America currently holds the largest share of the global property management software market with demand rising across Europe, Asia-Pacific, the Middle East and Africa.7 This is due, in large part, to factors such as the growing number of multi-dwelling units and the adoption of software to simplify control and maintenance of property management operations.

The community-living software market is still relatively nascent, dominated by the use of generic solutions (e.g. accounting software or concierge platforms) that lack the fully integrated functionality that HOAs/condos and community management companies require to operate efficiently and provide valuable services to their clients.

2 Sources: Statista, Number of Community Associations in the United States from 1970 to 2019:

https://www.statista.com/statistics/430244/community-associations-usa/; iProperty Management, HOA Statistics:

https://ipropertymanagement.com/research/hoa-statistics; and CBC, 1.9 million Canadian households live in condos, census data shows, October 25, 2017: https://www.cbc.ca/news/business/census-housing-1.4370757.

3 Source: Apartmentguide, Living Near Work is Everything (Especially for Millennials), June 25, 2019: https://www.apartmentguide.com/blog/living-near-work-is-everything/.

4 Source: iProperty Management, HOA Statistics: https://ipropertymanagement.com/research/hoa-statistics.

5 Source: Statista, U.S. Residential rental Market-Statistics & Facts, June 12, 2020: https://www.statista.com/topics/4465/rental-market-in-the-us/. 6 Sources: Real Estate News Exchange, Canada's Hot Apartment Section: Building Boom, Rising Rents, January 3, 2020: https://renx.ca/canadaapartment-sector-boom-rents-rise-building-record/#:~:text=At%20the%20end%20of%20Q3,the%20highest%20since%20Q2%202016; and Canadian Apartment Magazine, "Purpose-Built Rental Drives U.S. MURB Market, February 11, 2020: https://www.reminetwork.com/articles/purpose-built-rental-drives-u-s-murb-market/.

7 Source: Radiant Insights Inc., Property Management Software Market to be Driven by Rise in Demand From the Residential and Commercial Sector Owing to its Functionality and Benefits, March 17, 2020: https://www.prnewswire.com/news-releases/property-management-softwaremarket-to-be-driven-by-rise-in-demand-from-the-residential-and-commercial-sector-owing-to-its-functionality-and-benefits-radiant-insights-inc-301025348.html.

Community Management Services

Communities are growing more complex and more connected than ever before, with the needs of community members such as developers, property managers, councils, landlords and residents potentially conflicting and being in a state of flux. Approximately $125 billion was collected and contributed by homeowners to councils and HOAs in 2017 in North America.8 These funds go towards professional management services, utilities, security, common area maintenance and capital improvement projects.

Residential community associations require a complex support system to operate effectively. They need to ensure compliance with federal, provincial/state, and often local laws, much of which is inconsistent across jurisdictions. This provides a challenge for management companies attempting to enter into more highly regulated markets, where they are unable to apply their less sophisticated systems and operations.

These regulations require councils/HOAs to seek guidance on the management of the community's common assets generally resulting in the hiring of a property management company. Historically, the property management services industry has been characterized by limited contact and communication with customers, and by a tendency to eschew the use of enabling technologies. As a result, the traditional paper-based property management delivery model is facing challenges within its current environment, struggling to keep up with community needs, market growth and technologies that enhance community living. Service offerings are characterized by a general lack of communication and oversight, inconsistent service levels and highly paper-based processes. These inefficiencies are reinforced by a shortage of licensed real estate managers available to provide property management services.

Market Acceptance

Given the maturity of our technology solutions, we believe that we have reached commercial scale and are continuing to increase market share of our target market. As of the date of this AIF, we support over 550 communities with our technology and services.

Marketing Plans and Strategies

We target both new construction developments and existing communities for its holistic property management service model and software platform. Selling into the new construction segment is largely dependent on assisting real estate developers deliver unique residential living communities that leverage our technology, integrated solutions and understanding of the holistic community living ecosystem. We introduce significant cost reduction for real estate developers while helping streamline the hectic period of community completion and handover. Cost reductions for real estate developers are typically based around labour savings during the pre-delivery inspection/deficiency walkthrough period. We count many of the real estate developers in Canada as existing customers. As a result of the recent Gateway Acquisition, we will be focusing on further penetration of our end-to-end solutions in regions where we now have a more prominent footprint. Our marketing to real estate developers is supported by product focus groups, white papers, digital campaigns, and outreach.

For existing properties, real estate regulations prohibit marketing directly to a community of owners. Therefore, our lead generation is largely dependent on Council-to-Council (Board) referrals and brand awareness through a digital marketing strategy, in some cases augmented by traditional advertising space. As a disruptor of the traditional property management space, our digital strategy is focused on providing education to the industry and homeowners. As many owners in residential communities are first-time buyers or first-time condo owners, there is a sizable learning curve to flatten, not to mention, the need to educate even the most veteran homeowner around understanding the intricacies of community regulations and compliance.

As part of our referral strategy, in-house education and training has been a key component in terms of every employee having a role to play in customer service. Our focus on culture and values, which includes relentless service, gratitude and innovation, supports day-to-day service delivery.

8 Sources: Community Associations Institute: More Americans are Choosing to Live in Homeowners Associations and Condominium Communities, August 1, 2019: https://www.globenewswire.com/news-release/2019/08/01/1895590/0/en/MORE-AMERICANS-ARE-CHOOSING-TO-LIVE-IN-HOMEOWNERS-ASSOCIATIONS-AND-CONDOMINIUM-COMMUNITIES.html; and Foundations for Community Association Research, Statistical Review: Summary of Key Association Data and Information: https://foundation.caionline.org/publications/factbook/statistical-review/.

Our marketing team emphasizes client nurturing as part of its service delivery approach. With communication being a commonly identified industry pain point, our client communication strategy is carefully curated to ensure education, high touch-points and quick identification where service delivery improvements are required.

For the integrated technology-enabled property management services side of our business, we generate our revenues by charging a monthly-recurring fee on each building we manage. Traditionally, the industry charges a management rate with additional ancillary services and technology platform fees. We deliver a unique offering of software solutions embedded within our service delivery model. Our flat management fee is priced based on a number of factors such as building size, number of night meetings as well as a per home price. Through our direct relationships with owners, residents and buildings, we can unlock value by improving community living and expanding the value of the home, or real estate asset.

We also sell our software and digitization as a standalone product to third-party property management companies as well as property developers who do not utilize our property management services solution. Our pricing model for third-party platform use is determined based on a number of factors including type of project, number of homes or buildings in a project, number of projects, and the product package chosen.

Acquisition Strategy

In 2017, we began acquiring existing property management companies to: (1) increase market penetration of communities and homes; (2) to expand into additional strategic regional markets in Canada; and (3) to expand our footprint in the rental management space. For example, the recent Gateway Acquisition further consolidates our position in the condo management sector in British Columbia, but also expands our footprint into Ontario and Alberta. Gateway also offers us a strong position in the rental management sector, which we anticipate will significantly increase our customer base in this space. We are working to integrate Gateway into the business with a focus on delivering our high-touch service delivery model in combination with our broad suite of digital tools across both Gateway's condo and rental community portfolios nationwide.

Our acquisition playbook is built on implementing our tech-forward collaborative management strategy to further support strong management service teams leading an acquisition, focusing on enhancing the services offered to acquired customers (councils and residents). The playbook focuses on improvements that streamline processes, organically grow the business through our platforms as lead generators, introduce new revenue streams not previously available to the acquired company and leverage group buying power to lower management costs and increase revenue. We expect to continue to drive growth through acquisitions in Canada, and ultimately into the United States.

Specialized Skill and Knowledge

In regulated markets, property managers must be licensed by their governing body in order to provide counsel to condo boards/councils and act in the interest of communities being managed. In regulated markets with this requirement, managing brokers play a critical role in the industry with a formal responsibility for the business operations of their brokerage and the actions of the licensed and unlicensed staff who provide services on the brokerage's behalf.

We employ multiple managing brokers to ensure operations are in full compliance with provincial regulations. Additionally, these managing brokers work closely with product teams to ensure compliance of technologies used.

The property management industry is highly regulated requiring property managers to be properly licensed by the regional real estate councils in which they operate. Our community property management services (condo and rental management) are carried out by teams across Canada, based in the same jurisdictions as the buildings for which they deliver their services. For rental management, we also contract on-site staff and caretakers.

Competitive Conditions

The traditional property management delivery model is facing challenges within its current environment, and struggling to keep up with community needs, market growth and technologies that enhance community living. As noted above, service offerings are characterized by a general lack of communication and oversight, inconsistent service levels and highly paper-based systems. These inefficiencies are generally reinforced by a shortage of licensed real estate managers available to provide community management services, and an inability to scale operations.9 There are thousands of property management companies in North America, with the majority being local to their markets.10 Examples of property management companies in Canada include FirstService Residential and Associa.

There are many software tools on the market that focus on a single point of the residential community- living journey – e.g. tools specifically for construction, in-house property management tools, neighbourhood engagement or landlord-specific features. None of these applications consider the end-to-end life cycle of residential community living including the actual management function itself. We bring together a holistic solution comprised of our broad suite of software products offered in conjunction with our service delivery model, offers a unique offering to the different stakeholders of the industry. Examples of some of these point software products include pre-occupancy deficiency management tools for builders, such as those offered by Bridgit and Conasys, or specific condo management software applications, such as those offered by Buildium and Frontsteps.

Cycles

Our operations across all operating segments are not affected by cyclicality or seasonality.

Economic Dependence

Our operations across all operating segments are not substantially dependent on any individual customer, service agreement or on any license agreement to use a patent, formula, trade secret, process or trade name.

Changes to Contracts

We do not expect our operations in any of our operating segments to be materially affected by the renegotiation or termination of contracts or sub-contracts in the current financial year.

Environmental Protection

We do not have any material financial and operational environmental protection requirements in any of our operating segments.

Employees

We employ approximately 180 people across all operating segments and operate offices across Canada in Vancouver, Delta, Victoria, Kelowna, Kamloops, Calgary and Cambridge. All properties are leased commercial facilities.

Foreign Operations

We do not have any foreign operations in any of our operating segments.

Lending

We do not have any dedicated investment policies or investment restrictions.

We have a demand loan facility with the Toronto-Dominion Bank of up to $300,000 which is due on demand and bears interest at prime plus 2% per annum. As of the date of this AIF, $169,274 remains outstanding.

We maintain a bank operating line of credit with the Toronto-Dominion Bank of up to $1,000,000 available for use at our discretion. As of the date of this AIF, we do not have any amounts drawn against this facility.

On April 30, 2020, we received a $40,000 line of credit under the Canada Emergency Business Account ("CEBA") program funded by the Government of Canada. The CEBA loan is non-interest bearing and can be repaid without penalty at any time. As of the date of this AIF, $40,000 remains outstanding.

9 Source: CBC, "A building problem: B.C. has too many stratas, not enough managers," February 12, 2018:

https://www.cbc.ca/news/canada/british-columbia/b-c-strata-manager-condo-townhouse-1.4529740.

10 Source: iProperty Management, Property Management Industry Statistics: https://ipropertymanagement.com/research/property-managementindustry-statistics.

In connection with the Gateway Acquisition, the Company issued the Gateway Promissory Note for the principal amount of $9,000,000 to the vendors of Gateway and RDC. The Gateway Promissory Note provides for an interest of 5% per annum on the outstanding principal amount from time to time. $5,000,000, plus accrued interest, of the Gateway Promissory Note was re-paid to the vendors in connection with the release of funds from the Subscription Receipt Financing on March 29, 2021. The remaining amount owed under the Gateway Promissory Note is to be paid to the vendors over a five-year period, per the following schedule:

$1,000,000 on December 31, 2022;
$1,000,000 on December 31, 2023;
$1,000,000 on December 31, 2024; and
The remaining principal balance and any outstanding accrued and unpaid interest on December 31, 2025.

Bankruptcy and Similar Procedures

There have been no bankruptcy, receivership, or similar proceedings against the Company or any of its subsidiaries, or any voluntary bankruptcy, receivership, or similar proceedings by the Company or any of its subsidiaries, within the three most recently completed financial years or during or proposed for the current financial year.

Reorganizations

Other than the Qualifying Transaction and Gateway Acquisition, there have been no material reorganizations of the Company or any of its subsidiaries within the three most recently completed financial years or during or proposed for the current financial year.

Operating Segments

We have three operating segments: (1) software and services; (2) software licensing fees; and (3) corporate. Software and services refers to the tech-enabled management of condominium and residential communities. Software licensing fees refers to the support, community management platform and related services provided to real estate developers, condominium and residential communities, and owners and residents through the use of our deficiency management software. Corporate provides general strategic and operational leadership and management, and shared services to the group through our head office operations (finance and accounting, information technology and support, marketing and promotion, human resources). Our corporate segment is a cost centre and does not generate any revenue.

For the period from May 1, 2020 to December 31, 2020, Tribe Private's software and services accounted for $2,862,887 of revenue from external customers and Tribe Private's software licensing fees accounted for $202,592 of revenue from external customers. For the fiscal year ended April 30, 2020, Tribe Private's software and services accounted for $3,892,330 of revenue from external customers and Tribe Private's software licensing fees accounted for $320,863 of revenue from external customers. For the fiscal year ended April 30, 2019, Tribe Private's software and services accounted for $2,663,328 of revenue from external customers and Tribe Private's software licensing fees accounted for $224,019 of revenue from external customers.

Software and Services

Summary

Our software and services segment refers to the tech-enabled management of condominium and residential communities through the use of our condo-living software platform.

Production and Services

Our software and services segment provides community councils and boards with seamless on-demand access to important records, documents and services with full transparency and accountability. For residents, we provide simple communication tools to allow for easier access to amenities/services, giving them a stronger sense of community within their buildings. Our condo-living platform strengthens communications, empowers residents and builds community. It offers high value for community residents with a platform that allows councils, boards and HOAs to protect their real estate investment through improved communication, greater collaboration and self-service tools for residents. Examples include secure and easy communications tools with easy-to-find records, 24/7 access to shared community documents, amenity booking and a help desk ticketing system that gives residents a way to notify their developer or management of issues, warranty concerns and deficiencies. The platform also offers residents access to their monthly financials and a payment platform to allow for real-time payments of their maintenance or other community fees.

New Products

We are building strong, trusting relationships with owners, residents and multi-unit buildings. Through our understanding of the entire residential community living ecosystem, we are looking to improve community living and increase the value of the home or real estate asset. We intend to achieve this by offering, through partnerships or directly, in-suite service delivery, smart building technology, and financial services through the curation of a best-inclass marketplace that will connect vendors and residents and offer value- added products and services to owners and communities leveraging the scale of our customer base.

As of the date of this AIF, our software and services segment has not announced the introduction of any new products.

Components

Our proprietary software is developed in-house by our product and software development teams, mainly working out of our Vancouver office. Our software products are built to comply with British Columbia's regulated market, making them easily transferrable to less regulated geographies. Our products deploy a number of standard application programming languages including ReactJS, NodeJS, EC2, MongoDB and Amazon SQS. We also license certain software from third-party companies which we deploy in conjunction with our own proprietary technology.

Intangible Properties

We protect our proprietary rights through a combination of copyright, trademark, trade secret laws and contractual provisions. The source code for our software is protected under Canadian and applicable international copyright laws. We currently have no issued patents or pending patent applications.

Branding is expected to be integral to the success of our business, particularly in how it can market the company and its products and services to councils/boards and owners in respect to real estate council regulations in various markets. Our brand names include, but are not limited, to: Tribe, Tribe Management, Tribe Property Technologies, Tribe Prop-Tech, Tribe Home, Tribe Rentals, Tribe Home Pro, Home Pro, Gateway, Gateway Property Management, bazinga, bazinga community, bazinga Build, Pendo, Pendo Rental.

Our registered trademarks include:

Bazinga!
Pendo
Pendo Rent

The following trademarks are currently in progress in Canada and the US:

Tribe
Tribe Management
Tribe Property Technologies

At present, we are considering the registration of a number of copyrights on brand logos, slogans and product designs as it pertains to our business.

Software Licensing Fees

Summary

Our software licensing fees segment refers to the support, community management platform and related services provided to real estate developers, condominium and residential communities, and owners and residents through the use of our deficiency management software.

Production and Services

Our software licensing fees segment provides real estate developers with the management tools necessary to track deficiencies, digitize building data and owners' manuals, and facilitate the handover to owners and property managers upon building completion. This deficiency management and post-occupancy customer care tool is used by property developers to organize and streamline post-construction workflow from pre-inspection and owner walk-throughs to post-occupancy and beyond. Developers can digitally track and manage home issues, while homeowners can access a library of digital manuals specific to their new home, and submit home warranty issues upon move-in, directly to developer customer care teams.

New Products

Our software licensing fees segment has not announced the introduction of any new products.

Components

See "Business and Industry – Software and Services – Components" above.

Intangible Properties

See "Business and Industry – Software and Services – Intangible Properties" above.

Corporate

Summary

Our corporate segment provides general strategic and operational leadership and management, and shared services through our head office operations.

Production and Services

Our corporate segment provides shared services consisting primarily of finance and accounting, information technology and support, human resources, marketing and promotion.

New Products

Our corporate segment has not announced the introduction of any new products.

Components

Our corporate segment does not have any proprietary software or finished products.

Intangible Properties

Our corporate segment does not have any identifiable intangible properties.

RISK FACTORS

Investing in our Common Shares involves a high degree of risk. In addition to all other information set out in this AIF, including our financial statements and related notes thereto, the following specific factors could materially adversely affect us and should be considered when deciding whether to make an investment in our Company and our Common Shares. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may also become important factors that affect our future business, financial condition and results of operations. The occurrence of any of these risks could materially and adversely affect our business, prospects, financial condition, results of operations or cash flow. In these circumstances, the market price of our Common Shares could decline, and a purchaser of our Common Shares may lose all or part of their investment.

Risks related to our business

We prepare our financial statements under a going concern assumption.

Our financial statements have been prepared in accordance with IFRS on a going concern basis, which presumes that we will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Our continuation as a "going concern" is uncertain and is dependent upon, amongst other things, attaining a satisfactory revenue level, the support of our customers, our ability to continue profitable operations, the generation of cash from operations, and our ability to obtain financing arrangements and capital in the future. These material uncertainties represent risk to our ability to continue as a going concern and realize its assets and pay its liabilities as they become due. If the "going concern" assumption was not appropriate for our financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

We may need additional capital.

Our future capital requirements will depend on many factors, including the number and size of additional acquisitions consummated, the working capital needs of acquired businesses, the amount of earnout and similar payments required for acquired businesses post-acquisition, the costs of expanding into new markets (if any), and the costs of administration. To meet such capital requirements, we may consider additional public or private financing (including the incurrence of debt or the issuance of additional Common Shares) to fund all or a part of a particular venture, which could entail a dilution of current investors' interest in our Company. There can be no assurance that additional funding will be available or, if available, that it will be available on acceptable terms. If adequate funds are not available, we may have to reduce substantially or otherwise eliminate certain expenditures. There can be no assurance that we will raise additional capital if its capital resources are depleted or exhausted. Furthermore, due to regulatory impediments and lack of investor appetite, our ability to issue additional Common Shares or other securities exchangeable for or convertible into Common Shares to finance acquisitions may be restricted.

We may be exposed to information systems risks and cybersecurity risks.

We expect to place significant reliance on our information technology systems to operate our business. We are dependent upon the availability, capacity, reliability and security of our information technology ("IT") infrastructure and our ability to expand and continually update this infrastructure to conduct daily operations. In the event that we are unable to secure our software and hardware, effectively upgrade systems and network infrastructure and take other steps to maintain or improve our systems, the operation of such systems could be interrupted or result in the loss, corruption or release of confidential data, including sensitive customer data.

Our IT systems, as well as third-party IT systems (e.g. banking systems), are subject to a variety of security risks, which are growing in both complexity and frequency and could include potential breakdown, cyber phishing, invasion, virus cyber-attack, cyber-fraud, security breach, ransomware and destruction or interruption of our IT systems by third parties or insiders. Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of confidential fiduciary or proprietary information, in a loss or theft of financial resources, critical data and information or could result in a loss of control of our technological infrastructure or financial resources. Unauthorized access to these systems may also result in us being exposed to potential litigation, to interruptions in our ability to deliver our products and services effectively, reputational damage and loss of resources.

We expect to maintain security policies and procedures that include employee protocols with respect to electronic communications and electronic devices, encryption protection of all computers and portable electronic devices and conducts annual cyber-security assessments. We apply technical and process controls in line with industry-accepted standards and best practices to protect our information, assets and systems. However, due to the variety, sophistication and frequency of change in technology, these controls may not adequately prevent cyber-security breaches. Disruption of critical information technology services, or breaches of information security, could have a material negative effect on our business, financial condition, and results of operations as well as on our reputation.

Our reliance on certain infrastructure and information technology systems makes it vulnerable to the potential adverse effects of cyber-attacks and other breaches.

We rely on certain internal processes, infrastructure and information technology systems, including infrastructure and systems operated by third parties, to efficiently operate our business in a secure manner. The inability to continue to enhance or prevent a failure of these internal processes, infrastructure or information technology systems could negatively impact our ability to operate our business. Our products and services depend on very high levels of network reliability and availability in order to provide our customers with the ability to monitor and receive data from their devices.

Cyber-attacks or other breaches of network or information technology systems security may cause disruptions to our operations, including the ability to provide connectivity, device management and other services to our customers. Our industry is at risk of cyber-attacks by third parties seeking unauthorized access to our data or our customers' data, or by third parties seeking to exploit our technology and devices, such as by conducting denial of service attacks. The prevalence and sophistication of these types of threats are increasing and our frequently evolving security measures may not be sufficient to prevent the damage that such threats can inflict on our assets and information. The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives and/or otherwise adversely affect our business. Our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products or otherwise. To the extent that any security breach results in inappropriate disclosure of our customers' confidential information or disruption of service to our customers, we may incur liability, be subject to legal action and suffer damage to our reputation. Our insurance may not be adequate to fully reimburse us for these costs and losses.

We may not be able to prevent damages resulting from a cyber-attack. The security controls over sensitive or confidential information and other practices implemented by us and our third-party vendors may not prevent the improper access to, disclosure of, or loss of such information. Failure to protect the integrity and security of such confidential and/or proprietary information could expose us to fines, litigation, contractual liability, damage to its reputation and increased compliance costs, the costs of which may not be recoverable by insurance, in whole or in part, or in a timely manner if at all. In addition, as cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

We have a prior history of operating losses and we may not sustain profitability on a quarterly or annual basis.

We had an accumulated deficit of $20,840,848 as of December 31, 2020 and have a history of operating losses. Our ability to be profitable for 2021 and beyond will depend on our ability to continue to increase our revenue, organically and via acquisition, and maintain proportional expense levels. We may not achieve profitability in 2021 or future periods and may incur negative operating cash flow in future periods, as we expect to incur significant costs to sell our products and operating expenses in connection with the continued development and expansion of our business. Our expenses include research and development expenses, general and administrative expenses, selling and marketing expenses and customer service and support expenses. Some of these expenses relate to prospective customers that may never place any orders and products that may not be introduced or generate revenue until later periods, if at all. There can be no assurance that we will become profitable on a quarterly or annual basis.

Our quarterly results are inherently unpredictable and subject to substantial fluctuations.

Our revenue, billings, margins and other operating results may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control. Our revenue and billings have fluctuated in recent periods, and have in the past decreased on a quarterly basis and on an annual basis. There can be no assurances that our revenue and billings will increase, or will not decrease on a quarterly or annual basis. We expect revenue, billings, margins and other operating results to fluctuate from period to period throughout 2021 and beyond.

The factors that may affect the unpredictability of our quarterly results and cause our Common Share price to fluctuate include, but are not limited to:

long, and sometimes unpredictable, sales and customer deployment cycles;
changes in the type and mix of products and services sold;
the timing of acceptance of our products and services by our customers, which can have a material impact on when we recognize related revenue under our revenue recognition policies;
delays in regulatory approvals for our customers and customer deployments;
changing market conditions;
competition;
failures of our products, components that we use in our products, or third-party devices containing our products that delay deployments, cause property damage, harm our reputation or result in high warranty costs, contractual penalties or terminations;
product or project failures by third-party vendors, customers or competitors that result in the cancellation, slowing down or deferring of projects;
liquidated damages provisions in our contracts, which could result in significant financial penalties if triggered or, even if not triggered, could affect our ability to recognize revenue in a given period;
the ability of our suppliers and manufacturers to deliver supplies and products to us on a timely basis; and
economic, regulatory and political conditions in the markets where we operate or anticipate operating.

As a result, we believe that quarter to quarter comparisons of operating results are not necessarily a good indication of what our future performance will be. In some future quarters our operating results may be below our expectations or the expectations of securities analysts or investors, in which case the price of our Common Shares may decline.

We have indebtedness related to prior acquisitions or operations.

Our current and future indebtedness could have negative consequences for our business, including, among others: limiting our ability to obtain additional financing; requiring the dedication of a substantial portion of the our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes; and placing us at a possible competitive disadvantage as compared to less leveraged competitors and competitors that may have better access to capital resources.

We may not be able to continue to maintain sufficient cash reserves or generate cash flow from operations at levels sufficient to permit us to pay principal and interest on our indebtedness. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments, or if we fail to comply with the various requirements of our existing indebtedness or any other indebtedness which we may incur in the future, we would be in default, which could permit the holders of our indebtedness, to accelerate the maturity of such indebtedness. Any default under such indebtedness could have a material adverse effect on our business, financial condition and results of operations.

In particular, our indebtedness is secured by a general security agreement against substantially all of our assets. If we are unable to satisfy our obligations under such instruments, our lenders could foreclose on our assets. Any such foreclosure could have a material adverse effect on our business, financial condition and results of operations.

If we default on the conditions precedent in the purchase agreement related to the Gateway Acquisition or are not able to make the required payments under the Gateway Promissory Note, the vendors have the right to reclaim the security that was provided as collateral in the purchase agreement.

Sales cycles to our customers can be lengthy and unpredictable and require significant employee time with no assurances that a prospective customer will select our products and services.

Our revenue expectations are highly dependent upon retaining existing customers and adding new customers. New customers may require significant time to integrate our products into their existing infrastructure. We may incur significant costs in making proposals to prospective customers who do not ultimately become customers of ours. New projects by new customers, as well as existing customers, may be canceled or delayed, which can adversely impact our anticipated revenue and profitability. Project delays or cancellations could be more frequent during times of meaningful economic downturn. Cancellations, reductions or delays by a significant customer, or by a group of customers, could seriously harm our operating results and negatively affect our working capital levels. Such cancellations, reductions or delays have occurred from time to time and may continue to occur.

Additionally, sales cycles with our prospective customers, particularly to property developers, which are our primary set of prospective customers, tend to be long and unpredictable. Property developers generally have extensive budgeting, procurement, competitive bidding, technical and performance review, and regulatory approval processes that can take up to several years to complete. Our prospective customers may choose, and many historically have often chosen, to follow industry trends rather than be early adopters of new products or services, which can extend the lead time for or prevent acceptance of more recently introduced products or services. In addition, in many instances, a utility may require one or more pilot programs to test new products and services before committing to a larger deployment. These pilot programs may be quite lengthy and further delay the sales cycle with no assurance that they will lead to a larger deployment or future sales. Furthermore, to the extent our products are required to be deployed with the products of others, such as meters, delays related to such third-party products will further lengthen the sales cycle.

This extended sales process requires us to dedicate significant time by our senior management, sales and marketing personnel and customer services personnel. The lengthy sales cycles of our products and services also make it difficult to forecast new customer deployments, as well as the volume and timing of orders, which in turn makes forecasting our future results of operations challenging. In the event that we publicly disclose any forecasts of our future results of operations or other performance metrics and those forecasts ultimately turn out to be inaccurate, the value of our Common Shares could significantly decline.

Our marketing efforts depend significantly on our ability to receive positive references from our existing customers.

Our marketing efforts can be impacted by negative references to new, potential customers. Depending on the severity of the issue, in our industry, the loss or dissatisfaction of any customer could substantially harm our brand and reputation and impact the market acceptance of our products and services and impair our ability to maintain existing customers. These consequences could have a material adverse effect on our business, financial condition and results of operations.

Our financial and operational performance significantly depends on our ability to attract and retain customers and our ability to develop new products and to enhance and sustain the quality of existing products to retain such customers.

In order for us to maintain or improve our financial and operational results, it is important that we maintain or expand our relationships with existing customers. Our customer retention and expansion may decline or fluctuate as a result of a number of factors, including our customers' satisfaction with our products and services, our pricing, customer spending levels, industry developments, competition and general economic conditions. If our efforts to maintain and expand our relationships with our existing customers are not successful, our business, financial condition and results of operations may materially suffer.

To expand our customer base, we need to convince potential customers to allocate a portion of their budgets to purchase our solutions. Our sales efforts often involve educating our prospective customers about the uses and benefits of our solutions. We may have difficulty convincing prospective customers of the value of adopting our solutions. We may be unsuccessful in convincing prospective customers to purchase our solutions for a variety of reasons, some of which are out of our control. For example, any deterioration in general economic conditions, including a downturn due to the COVID-19 pandemic, may cause our prospective customers to reduce their spending. Economic weakness, customer financial difficulties and constrained spending may result in decreased revenue, reduced sales, lengthened sales cycles, increased churn, lower demand for our products and adversely affect our results of operations and financial condition. If organizations do not continue to adopt our solutions, our sales will not grow as quickly as anticipated, or at all, and our business, financial condition and results of operations will be harmed.

The market for our products and services is characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. To be successful, we will need to enhance existing products and to introduce new products and features in response to changing standards, customer requirements and technological innovations by others. There can be no assurance that we will be successful in doing this in a timely manner or at all. There can be no assurance that products or technologies developed by others will not render our products obsolete or noncompetitive. There is no assurance that we will be able to successfully develop next generation operational products. Failure to do so may have an adverse effect on our business, financial condition and results of operations. Even if we develop new products which are accepted by our target markets, we cannot assure that the revenue from these products will be sufficient to justify our investment in research and development.

If we are unable to adapt our products to new technological industry standards, to extend our core technologies into new applications or new platforms or to anticipate or respond to technological changes, the market's acceptance of our products and solutions could decline and our market share and results of operations could materially suffer. Additionally, any delay in the development, production, marketing or offering of a new product or application or an enhancement to an existing product or application could result in customer attrition or impede our ability to attract new customers, causing a decline in our revenue or earnings and weakening our competitive position.

We must make long-term investments, develop or obtain appropriate know-how and intellectual property and commit significant resources before knowing whether our predictions will accurately reflect customer demand for our products and solutions. In the future, we may not have the necessary capital, or access to capital on acceptable terms, to fund necessary levels of research and development. Even with adequate capital resources, we may nonetheless experience unforeseen problems in the development or performance of our technologies or products. The markets our technology products are still in their early stages, and we may not be successful in developing or selling new products in these markets. In addition, we may not meet our product development schedules and, even if we do, we may not develop new products fast enough to provide sufficient differentiation from our competitors' products, which may be more successful. If we are unable to develop new products or enhance or sustain the quality of our existing products, successfully develop and deploy new technology and products or integrate these new technologies into devices manufactured by third-parties, our business, financial condition and results of operations could be harmed.

Certain of our products and solutions are integrated with the products of third parties. To the extent that the products of these third parties become obsolete, that may adversely impact the demand for our products and solutions, and our business and operating results could be harmed.

We are a small company so our internal controls over financial reporting and disclosure controls and procedures and are not as substantive as a larger company.

We do not have a formal internal control over financial reporting framework. We may face risks if there are deficiencies in our current internal controls over financial reporting and disclosure controls and procedures. Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external reporting purposes. Management is responsible for establishing and maintaining adequate internal controls over financial reporting appropriate to our nature and size. Our Board, in conjunction with our Audit Committee, will be responsible for assessing the progress and sufficiency of internal controls over financial reporting and disclosure controls and procedures and will make adjustments, as necessary. However, these initiatives may not be effective at remedying any deficiencies in internal control over financial reporting and disclosure controls and procedures. Any deficiencies, if uncorrected, could result in our financial statements being inaccurate and in future adjustments or restatements of our financial statements, which could have a material adverse effect on our business, financial condition and results of operations, and the price of our Common Shares.

We have an aggressive growth strategy via acquisitions.

Acquisitions, such as the Gateway Acquisition, are expected to form a key component of our growth strategy. Acquisitions involve numerous risks, including problems integrating the purchased operations, technologies or products, unanticipated costs and other liabilities, diversion of management's attention, adverse effects on existing business relationships with current and/or prospective partners, customers and/or suppliers, risks associated with entering markets in which we may have no or limited prior experience and potential loss of key employees. If we fail in our integration efforts with respect to acquisitions and are unable to efficiently operate as a combined organization, our business, financial condition and results of operations may be materially adversely affected. In addition, we may not be able to identify new acquisition targets or reach acceptable terms to close on additional acquisitions. This may negatively impact our strategic growth plans and may adversely affect our business operations.

We may enter into joint venture agreements or partnerships.

We may enter into joint ventures or partnerships as a means of expanding our product and service offerings. Any failure of any partner to meet their obligations to us or other third parties, or any disputes with respect to third parties' respective rights and obligations, could have a negative impact on us. In addition, we may not be able to identify such joint ventures or partnerships or reach agreement with such third parties, and this may negatively impact our strategic growth plans and may materially affect our business operations.

Our inability to acquire and integrate other businesses, products or technologies could seriously harm our competitive position.

In order to remain competitive, obtain key competencies or accelerate our time to market, we may seek to acquire additional businesses, products or technologies. We have limited experience in successfully acquiring and integrating additional businesses, products or technologies. If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms of the acquisition, financing the acquisition, or effectively integrating the acquired business, product or technology into our existing business and operations. We may have difficulty integrating acquired businesses, technologies or products with our existing products and services. Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer issues. If we finance acquisitions by issuing convertible debt or equity securities, our existing shareholders may be diluted, which could affect the market price of our Common Shares. In addition, any acquisitions we are able to complete may not result in the synergies or any other benefits we had expected to achieve, which could result in substantial write-offs or impairment charges. Further, contemplating or completing an acquisition and integrating an acquired business, product or technology will significantly divert management and employee time and resources.

We operate in a highly competitive industry and we compete against many companies with substantially greater financial and other resources, and our market share and results of operations may be reduced if we are unable to respond to competitors effectively.

Competition in our market is intense and involves quickly changing technologies, evolving industry standards, frequent new product introductions, rapid consolidation, and changes in customer requirements. To maintain and improve our competitive position, we must keep pace with the evolving needs of our customers and continue to develop and introduce new solutions, applications and services in a timely and efficient manner. Our competitors range from small companies to very large and established companies. These competitors offer a variety of products and services. We compete with traditional property management companies and technology-enabled companies,

Conditions in our market could change rapidly and significantly as a result of technological advancements or market consolidation. The development and market acceptance of alternative technologies could decrease the demand for our products or render them obsolete. Our competitors may introduce products and services that are less costly, provide superior performance or achieve greater market acceptance than our products and services. In order to remain competitive, we may need to lower prices or attempt to add incremental features and functionality, which could negatively impact our revenue, billings and financial condition. In addition, our larger competitors often have broader product lines and are in a better position to withstand any significant reduction in capital spending by customers. If we are unable to compete successfully in the future, our business, financial condition and results of operations may be harmed.

We are reliant upon management and certain key personnel.

Our success depends upon our continuing ability to attract and retain highly qualified personnel. Competition for such personnel is intense, and we may experience difficulties in attracting the required number of such individuals. In particular, there is a shortage of licensed real estate managers available to provide community management services in Canada and there is a shortage of software developers in the Vancouver market where we are headquartered.

In addition, while certain of our directors and officers have a wealth of experience in the industry in which we operate, not all of them have specific experience in such industry. There may be competition for such experienced personnel and there can be no assurance that we will be able to engage such personnel. If we are unable to hire and retain personnel in key positions, our objectives could be adversely affected. We do not carry "key person" life insurance covering on any of our directors, officers or other employees.

The loss of key employees and the inability to attract and retain qualified personnel could harm our business.

Our future success depends on the continued service of certain of our executive officers and our key research, marketing, sales, product development and manufacturing personnel. The loss of any of our executive officers or key employees could impair our ability to pursue our growth strategy and slow our product development processes. Furthermore, as part of our growth strategy, we must continue to hire highly qualified individuals. We may not be able to attract, assimilate or retain qualified personnel in the future, which would adversely affect our ability to develop our products and generate revenue.

There are additional risks related to the property management services industry.

We operate in a highly regulated industry governed by legislation such as the Real Estate Services Act and the Strata Property Act in British Columbia or variations thereof based on the jurisdiction in which a property management services company operates. We may be liable for employee actions which may contravene such legislation and regulations promulgated under such legislation. We may also be liable for errors or omissions made by employees in the carrying out of our services to our customers. While we have taken out insurance policies specifically to cover liabilities that may result from such acts or omissions, the insurance coverage may not be adequate to fully cover such liabilities or insurance carriers may deny coverage of our claims.

In addition, our directors, officers and employees may be subject to regulatory reviews, litigation, fines, injunctions, industrywide bans, amongst other potential penalties, any of which could have a material adverse effect on our financial operations.

There are risks related to intellectual property protection.

Our success will be heavily dependent upon our intangible property and technology. We will rely upon copyrights, trade secrets, unpatented proprietary know-how and continuing innovation to protect the intangible property, technology and information that are considered important to the development of the business. We will rely on various methods to protect our proprietary rights, including confidentiality agreements with consultants, service providers and management that contain terms and conditions prohibiting unauthorized use and disclosure of confidential information. However, despite efforts to protect intangible property rights, unauthorized parties may attempt to copy or replicate intangible property, technology or processes. There can be no assurances that the steps taken by us to protect our intangible property, technology and information will be adequate to prevent misappropriation or independent third-party development of our intangible property, technology or processes. It is likely that other companies can develop products and services that are similar us. To the extent that any of the above would occur, revenue could be negatively affected, and in the future, we may have to commence litigation to enforce our intangible property rights, which could result in substantial costs and divert management's attention and other resources.

Our ability to successfully implement our business plan depends in part on our ability to obtain, maintain and build brand recognition using our trademarks, service marks, trade dress, domain names and other intellectual property rights, including our names and logos. If our efforts to protect our intellectual property are unsuccessful or inadequate, or if any third-party misappropriates or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance.

We may be unable to obtain registrations for our intellectual property rights for various reasons, including refusal by regulatory authorities to register trademarks or other intellectual property protections, prior registrations of which we are not aware, or we may encounter claims from prior users of similar intellectual property in areas where we operate or intend to conduct operations. This could harm our image, brand or competitive position and cause us to incur significant penalties and costs.

We have risks related to potential conflicts of interest.

Some of our officers and/or members of our Board may be or may become officers or directors of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which we may participate, we or they may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. We will attempt to minimize such conflicts. In the event that such a conflict of interest arises at a meeting of our Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases our Board will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. Any conflicts will be subject to the procedures and remedies as provided under the OBCA. Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest.

We need various permits and licenses to operate our business.

Our operations require licenses and permits from various governmental and non-governmental authorities at both the corporate level and the employee level, and the licensing requirements vary depending on the geography and the market. We will obtain all necessary licenses and permits required to carry out our business operations in compliance with applicable laws and regulations. However, such licenses and permits are subject to changes in regulations and in various operating circumstances. There can be no assurance that we will be able to obtain all necessary licenses and permits required to carry out our business operations.

Our industry faces regulatory risks.

We operate in a highly regulated industry, whereby regulations and legislation vary by region. Changes in laws and regulations at different jurisdictional levels could have an unpredictable impact on future operations, thus affecting our business and financial performance, and failure to comply with any changes in legislation or regulations could subject us to fines, litigation and other penalties or damages.

We face political regulatory risks.

Any changes in government policy may result in changes to laws affecting ownership of assets, monetary policies, taxation, rates of exchange, environmental regulations, labour relations, and return of capital. This may affect our ability to continue to operate business as we intend to. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

We and our customers operate in a highly regulated business environment and changes in regulation could impose costs on us or make our products less economical.

Our products and our customers are subject to federal, provincial and local laws and regulations. Laws and regulations applicable to us and our products govern, among other things, the manner in which our products communicate, and the environmental impact and electrical reliability of our products. Additionally, our customers are often regulated by national, provincial and/or local bodies. Regulatory agencies may impose special requirements for implementation and operation of our products. We may incur material costs or liabilities in complying with government regulations applicable to us or our customers. In addition, potentially significant expenditures could be required in order to comply with evolving regulations and requirements that may be adopted or imposed on us or our customers in the future. Such costs could make our products less economical and could impact our customers' willingness to adopt our products, which could materially and adversely affect our revenue, results of operations and financial condition.

We are subject to litigation risk.

We are from to time involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, individually or in the aggregate, is material to our consolidated financial condition or results of operations. We may nonetheless become party to litigation from time to time in the ordinary course of business which could have a material adverse effect on our business. Should any litigation in which we become involved with is be determined against us, such a decision could have a material adverse effect on our ability to continue operating and the value of our Common Shares and could use significant resources. Even if we are involved in litigation and it is successful, litigation can redirect a significant amount of our resources, including the time and attention of management and available working capital.

The nature of our business exposes us to the unpredictable risks of contractual disputes.

Our business is exposed to the risk of contractual disputes with counterparties and as a result we may be involved in complaints, claims and litigation. We cannot predict the outcome of any complaint, claim or litigation. If a dispute cannot be resolved favorably, it may delay or interrupt our operations and may have a material adverse effect on our operating results, liquidity or financial position.

Our insurance policies may not cover all of our insurable risks.

We expect to maintain certain insurance policies, such as commercial general liability and error and omissions policies, to cover risks against certain of our assets and certain of our business practices. However, not all risks are covered by insurance and there is no assurance that insurance will be consistently available on an economically feasible basis or at all. We may also elect not to insure against certain liabilities due to high premium costs or for other reasons. Furthermore, we expect to maintain insurance against such claims and in such amounts we consider adequate, there is no assurance that such insurance policies will be sufficient to cover each and every claim or loss involving us. If we were to suffer an uninsured loss, it could have a material adverse effect on our business, financial condition and results of operations.

We may be exposed to environmental risks and hazards.

Our operations are subject to various environmental laws which regulate matters such as health, safety, treatment of waste and land use. Failure to comply with applicable laws, regulations, and licensing requirements may result in enforcement actions. Penalties could include suspension or revocation of necessary licenses or permits, civil liability, or the imposition of fines. The cost of compliance, remediation, or liability could have a material adversely effect on future operating results. Furthermore, the operational or financial impact of new or amended laws or regulations cannot be predicted and could have a material adverse effect on our financial condition and operating results.

We may be subject to anti-corruption and bribery laws.

Sales to foreign customers are subject to Canadian and foreign laws and regulations, including, without limitation, the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and other anticorruption laws. Any failure by us, our employees, foreign representatives and consultants or others working on our behalf to comply with it could result in administrative, civil, or criminal liabilities, including suspension, debarment from bidding for or performing government contracts, which could have a material adverse effect on our business operations.

We may have substantial capital requirements.

We may make substantial capital expenditures for the development and production of our assets in the future. Future activities may require us to alter our capitalization significantly. Any restriction on our access to sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations or prospects. In particular, failure to obtain sufficient financing could cause us to forfeit our interest in certain assets, miss certain acquisition opportunities and reduce or terminate our operations.

Our software products may contain defects.

Our software products incorporate elements that are developed in-house, as well as elements that are acquired or licensed from third-party vendors. From time to time, errors or defects have been found in our products and new errors or defects may be detected in the future. Such errors or defects may damage our ability to provide our products and services effectively, which may result in a loss of revenues or an increase in warranty claims and/or provisions for doubtful accounts. Such errors or defects may also expose the us to potential litigation and to reputational damage.

Our software products incorporate third-party software which may become unsupported or obsolete.

Our software products incorporate elements that are acquired or licensed from third-party vendors. While we believe that these elements can be obtained from other sources or can be developed in-house, if one of our current vendors were to stop licensing products to us or were to cease business operations, this may interrupt our ability to provide our products and services to our customers, which may result in a loss of revenues or may also expose us to potential litigation or damages.

If our products contain defects or otherwise fail to perform as expected, we could be liable for damages and incur unanticipated warranty, recall and other related expenses, our reputation could be damaged, we could lose market share and, as a result, our financial condition or results of operations could suffer.

Our products are complex and may contain defects or experience failures due to any number of issues in design, materials, deployment and/or use. Also, our products are often integrated into other products and, to the extent that those other products are not maintained, it may increase the likelihood of a failure of our products. We may also experience product defects due to faulty components supplied by third parties If any of our products contain a defect, compatibility or interoperability issue or other error, we may have to devote significant time and resources to find and correct the issue. Such efforts could divert the attention of our management team and other relevant personnel from other important tasks. A product defect, product recall or a significant number of product returns could be expensive, damage our reputation and relationships with our customers and third- party vendors, result in property damage or physical injury or death, result in the loss of business to competitors, and result in litigation against us. Costs associated with field replacement labor, hardware replacement, re- integration with third-party products, handling charges, correcting defects, errors and bugs, or other issues could be significant and could materially harm our financial results.

Intellectual property infringement claims could be costly and time-consuming to prosecute or defend.

Our ability to compete may be affected by our ability to protect our intellectual property. We rely primarily on a combination of copyright, trademark, patent and trade secret laws, confidentiality procedures and contractual provisions to protect our intellectual property. While we believe that our products and technologies are adequately protected against infringement, there can be no assurance of effective protection. Monitoring and identifying unauthorized use of our technology is difficult, and the prohibitive cost of litigation may impair our ability to prosecute any infringement. Our commercial success will also depend upon our products not infringing any intellectual property rights of others and upon no claims for infringement being made against us. We believe that we are not infringing any intellectual property rights of third parties, but there can be no assurance that such infringement will not occur. An infringement claim against us by a third-party may, if valid, result in us being subject to damages or being unable to use intellectual property upon which we rely. Even if an infringement claim by a third-party is invalid, it could have a material adverse effect on us because of the costs of defending against or settling such a claim.

Interruptions or delays in services from our third-party data center facilities, or problems with the third-party hardware or software that we employ, could impair the delivery of our services and harm our business.

We currently provide hosting services utilizing a data center facility operated by separate third parties. These facilities may be vulnerable to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, war, acts of terrorism, unauthorized entry, human error, and computer viruses or other defects. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. We rely on software and hardware technology provided by third-parties to enable us to provide these services. Any damage to, or failure of, these third-party data centers or the third-party hardware and software we employ, could result in significant and lengthy interruptions in the services we provide to our customers. Such interruptions could reduce our revenue and billings, cause us to issue credits or pay penalties, cause customers to terminate their services, harm our reputation and adversely affect our ability to attract new customers.

The impacts of the COVID-19 pandemic are unpredictable and could have significant impacts on our financial performance.

The continuing global health, social, political and economic implications of the COVID-19 pandemic are highly unpredictable and could have significant impacts on our business, operations and future financial performance. As a result of the scale of the pandemic and the speed at which the global community has been impacted, our current and future financial performance, including our quarterly and annual revenue growth rates and expenses as a percentage of our revenues, may differ significantly from our historical performance and our future operating results may fall below expectations. The impacts of the pandemic on our business, operations and future financial performance could include, but are not limited to:

A significant decline in revenue as customer spending slows due to an economic downturn and/or as customer demand otherwise decreases. This decline in revenue could persist through and beyond a recessionary period.
Adverse impacts to our growth rates, cash flows and margins—particularly if expenses do not decrease across our business at the same pace as revenue declines. Many of our expenses are less variable in nature and may not correlate to changes in revenues, such as depreciation and other costs associated with our office facilities and infrastructure maintenance costs. As such, we may not be able to decrease them significantly in the short-term, or we may choose not to significantly reduce them in an effort to remain focused on our long-term outlook and opportunities.
Major disruptions to the respective businesses of our principal customers and suppliers which could have a material impact on our business, operations, prospects and revenues and accordingly our financial position. For example, in certain jurisdictions governments have, in response to the COVID-19 pandemic, implemented regulations that prevent or limit the ability of a utility to stop providing services to a customer that has not paid its electricity bill. Such legislation may have an adverse impact on the financial position of utilities that are our customers and, in turn, reduce the demand for our products and services.
The COVID-19 pandemic has caused organizations globally to rapidly and broadly shift to remote working, which has resulted in certain inherent productivity, connectivity and oversight challenges. Continued and/or new governmental lockdowns, restrictions or regulations arising from the COVID-19 pandemic which restrict the movement of people in the jurisdictions in which we operate could significantly impact the ability of our employees, partners, customers and vendors to work productively. Governmental restrictions have been globally inconsistent, and it is not clear if and when a full return to worksite locations or travel will be permitted or for how long or what restrictions will be in place in these jurisdictions at any given time. The extent and/or duration of ongoing workforce restrictions and limitations could impact our ability to enhance, develop and support existing products and services, hold sales, marketing and employee events, and generate new sales leads, among others.

Risks Related to the Ownership of our Common Shares

Our share price may be volatile, our Common Shares may be thinly traded and your investment could suffer or decline in value.

In recent years, the securities markets in the United States and Canada, and the TSXV in particular, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values, or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. Any quoted market for our Common Shares will be subject to market trends and conditions generally, notwithstanding any potential success we have in creating revenues, cash flows, or earnings.

We cannot predict at what prices our Common Shares will trade, and there can be no assurance that an active trading market in our Common Shares will develop or be sustained. In particular, the market for shares in smaller public companies is less liquid than for larger public companies. Consequently, the price of our Common Shares may be subject to greater fluctuation and may be difficult to sell. There is a significant liquidity risk associated with an investment in our Common Shares.

The market price of our Common Shares could be subject to significant fluctuations, and it may decline. Some of the factors that may cause the market price of our Common Shares to fluctuate include: announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors; price and volume fluctuations in the overall stock market from time to time; volatility in the market price and trading volume of comparable companies; fluctuations in the trading volume of our Common Shares or the size of our public float; actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts; actual or anticipated changes in the expectations of investors or securities analysts; adverse market reaction to any indebtedness we may incur or securities we may issue in the future; short sales, hedging and other derivative transactions in our Common Shares; litigation or regulatory action against us; investors' general perception of us and the public's reaction to our news releases, our other public announcements and our filings with Canadian securities regulators, including our financial statements; publication of research reports or news stories about us, our competitors or our industry; positive or negative recommendations or withdrawal of research coverage by securities analysts; changes in general political, economic, industry and market conditions and trends; sales of our Common Shares by existing shareholders; escrow releases and sales of large blocks of our Common Shares; recruitment or departure of key personnel; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; and the other risk factors described in this section of this AIF. Fluctuations in the market price of our Common Shares may be exaggerated if trading volume is low.

Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to satisfy such criteria may result in limited or no investment in our Common Shares by those institutions, which could materially adversely affect the trading price of our Common Shares. There can be no assurance that fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, our operations and the trading price of our Common Shares may be materially adversely affected.

In addition, broad market and industry factors may harm the market price of our Common Shares. Therefore, the price of our Common Shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of our Common Shares regardless of our operating performance. In the past, following a significant decline in the market price of a company's securities, there have been instances of securities class action litigation having been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

Future sales of our Common Shares by existing shareholders could adversely affect prevailing market prices for our Common Shares.

Subject to compliance with applicable securities laws, sales of a substantial number of Common Shares in the public market could occur at any time before or after the expiration of the Lock-Up Agreements and escrow arrangements described under the heading "Securities Subject to Contractual Restrictions on Transfer". These sales, or the market perception that the holders of a large number of Common Shares or securities convertible into Common Shares intend to sell Common Shares, could reduce the market price of our Common Shares. In addition, the Agents might waive the provisions of the Lock-Up Agreements and allow the subject shareholders to sell their Common Shares at any time. There are no pre-established conditions for the grant of such a waiver by the Agents, and any decision by them to waive those conditions may depend on a number of factors, which might include market conditions, the performance of our Common Shares in the market and our financial condition at that time. If the restrictions in such Lock-Up Agreements are waived, additional Common Shares will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for Common Shares.

We will incur increased expenses as a result of being a public company.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company, which may negatively impact our performance and could cause our results of operations and financial condition to suffer. Compliance with applicable securities laws in Canada and the rules of the TSXV substantially increases our expenses, including our legal and accounting costs, and make some activities more time consuming and costly. Reporting obligations as a public company and our anticipated growth may place a strain on our financial and management systems, processes and controls, as well as on our personnel.

We also expect these laws, rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our senior management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

We do not pay dividends nor do we currently plan to.

At the present time, it is unlikely our shareholders will receive a dividend on our Common Shares.

Our Common Shares are shares in a holding corporation.

We are a holding corporation and a substantial portion of our assets is the capital stock of our subsidiaries. As a result, the holders of our Common Shares are subject to risks attributable to our subsidiaries. As a holding corporation, we will conduct substantially all of our business through our subsidiaries, which generate substantially all of our revenue. Consequently, our cash flows and our ability to complete current or desirable future enhancement opportunities will be dependent on the earnings of our subsidiaries and the distribution of those earnings to us. The ability of our subsidiaries to pay dividends and other distributions depend on their operating results and are subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

Our constating documents permit us to issue an unlimited number of Common Shares.

Our constating documents permit us to issue an unlimited number of Common Shares. We anticipate that we will, from time to time, issue additional Common Shares in the future. Subject to the requirements of the TSXV, we will not be required to obtain the approval of shareholders for the issuance of additional Common Shares. Any further issuances of Common Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

DIVIDENDS AND DISTRIBUTIONS

We currently intend to retain any future earnings to fund the development and growth of our business and do not currently anticipate paying dividends on our Common Shares. Any determination to pay dividends in the future will be at the discretion of our Board and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that our Board may deem relevant. No cash dividends or distributions have been declared with respect to our Common Shares. There are no restrictions on the ability of the Company to pay dividends in the future.

GENERAL DESCRIPTION OF CAPITAL STRUCTURE

The following describes material terms of our capital structure as of the date of this AIF. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our constating documents, which are available under our profile on SEDAR.

Common Shares

Our authorized share capital consists of an unlimited number of Common Shares. As of the date of this AIF, an aggregate of 15,890,254 Common Shares are issued and outstanding.

All of the issued Common Shares rank equally as to voting rights, participation and a distribution of the Company's assets on liquidation, dissolution or winding-up and the entitlement to dividends. Holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of shareholders of the Company. Each Common Share carries one vote at such meetings. Holders of Common Shares are entitled to dividends if and when declared by the Board and, upon liquidation, to receive such portion of the assets of the Company as may be distributable to such holders. There are currently no other series or class of shares which rank senior, in priority to, or pari passu with the Common Shares. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Stock Options

The Company maintains a stock option plan (the "Stock Option Plan") to encourage share ownership by directors, senior officers and employees, together with consultants, who are primarily responsible for the management and growth of the business of the Company. Subject to regulatory approvals, the maximum number of Common Shares which may be reserved and set aside for issue under the Stock Option Plan is equal to an unallocated pool of 10% of the issued and outstanding Common Shares.

As of the date of this AIF, there were 1,209,504 stock options to acquire Common Shares outstanding.

Compensation Options

In connection with the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing, Tribe Private granted compensation options (each, a "Compensation Option") to the Agents to acquire common shares in Tribe Private and, on completion of the Qualifying Transaction, Common Shares of the Company, at a price of $5.00 per Common Share at any time on or before March 15, 2023.

As of the date of this AIF, there were 158,334 Compensation Options to acquire Common Shares outstanding.

MARKET FOR SECURITIES

Trading Price and Volume

Our Common Shares were listed on the TSXV on September 27, 2018 and began trading under the symbol "CHSC.P" on September 28, 2018. On September 29, 2020, the trading of our Common Shares was halted as we failed to complete a "qualifying transaction" within 24 months of our listing on the TSXV. Trading remained halted until March 25, 2021, when our Common Shares resumed trading on the TSXV under the symbol "TRBE".

	Price Range ($)
Period	High	Low	Volume
January 2020	-	-	-
February 2020	0.40(2)	0.30(2)	15,000(2)
March 2020	-	-	-
April 2020	0.20(2)	0.20(2)	8,000(2)
May 2020	-	-	-

June 2020	0.40(2)	0.40(2)	10,000(2)
July 2020	-	-	-
August 2020	-	-	-
September 2020(1)	-	-	-
October 2020(1)	-	-	-
November 2020(1)	-	-	-
December 2020(1)	-	-	-
January 2021(1)	-	-	-
February 2021(1)	-	-	-
March 2021(1)	5.75(3)	4.70(3)	287,852(3)
April 2021	4.90(3)	4.00(3)	239,953(3)
May 2021	4.40(3)	3.48(3)	133,116(3)
June 2021	4.50(3)	3.68(3)	200,487(3)
July 2021(4)	4.00(3)	3.45(3)	32,015(3)

Notes:

(1) On September 29, 2020, trading of our Common Shares was halted as described above. Trading remained halted until March 25, 2021. (2) Price and volume before the March 15, 2021 Consolidation.

(3) Price and volume after the March 15, 2021 Consolidation.

(4) July 1 – 19, 2021.

Prior Sales

The Company issued no securities during the most recently completed financial year. Subsequently thereto, the Company issued the following securities which are not listed or quoted on a marketplace:

Security	Date of Issue	Price($)	Number
Stock options	March 24, 2021	2.75(1)(2)	394,530
Stock options	March 24, 2021	5.00(1)(2)	620,540

Notes:

(1) Issued to former stock option holders of Tribe Private.

(2) Exercise price per stock option.

In connection with the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing, Tribe Private granted 158,334 Compensation Options to the Agents to acquire common shares in Tribe Private and, on completion of the Qualifying Transaction, Common Shares of the Company, at a price of $5.00 per Common Share at any time on or before March 15, 2023.

Upon the closing of the Qualifying Transaction on March 15, 2021, 15,890,254 Common Shares were issued and outstanding. As of the date of this AIF, 15,890,254 Common Shares are issued and outstanding.

SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

Designation of Class	Aggregate Number of SecuritiesHeld in Escrow or Subject toContractualRestrictionsonTransfer	Percentage of Class
Common Shares	11,906,392 Common Shares(1)(2)(3)	74.9%(4)
Stock options	163,332 Stock Options(3)	13.5%(5)

Notes:

(1) 11,906,392 Common Shares are subject to the Lock-Up Agreements, as of the date of this AIF.

(2) 213,048 Common Shares are subject to the CPC Escrow Agreement, as of the date of this AIF.
(3) 9,910,645 Common Shares are subject to the Surplus Escrow Agreement, as of the date of this AIF.
(4) Based on 15,890,254 Common Shares issued and outstanding as of the date of this AIF.
(5) Based on 1,209,504 options to purchase Common Shares outstanding as of the date of this AIF.

Locked-Up Securities

In connection with the Subscription Receipt Financing, Joseph Nakhla (individually and through 0944638 B.C. Ltd.), John Tims, Peterson Property Holdings Inc., TY & Sons Investments Inc., the Aquilini Group (through 0953184 B.C. Ltd) and Pendo Investment Inc. have entered into Lock-Up Agreements with the Agents pursuant to which that for a period of 27 months from the "escrow release date" being March 15, 2021, they will not, directly or indirectly, without the prior written consent of the Lead Agent (on its own behalf and for and on behalf of the Agents), offer, sell, contract to sell, grant or sell any option to purchase, purchase any option or contract to sell, hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or, in either case, agree to or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise any Common Shares (or any securities issuable in exchange therefore) or other securities convertible into, exchangeable for or exercisable to acquire Common Shares, subject to certain exceptions. Under the Lock-Up Agreements, 25% of the locked-up securities will be automatically released on each of the 18th, 21st, 24th and 27th month anniversaries of the escrow release date. The Lock-Up Agreements do not apply to Common Shares issued in connection with the settlement of shareholder loans and any Common Shares issued in connection with the conversion of Subscription Receipts.

Escrowed Securities

There are two categories of escrow which the Common Shares and stock options may be subject to: (i) CPC Escrowed Shares; and (ii) Surplus Securities (as that term is defined in the policies of the TSXV). The CPC Escrowed Shares are subject to the CPC Escrow Agreement, while the Surplus Securities are subject to a Surplus Escrow Agreement.

CPC Escrowed Shares

The CPC Escrowed Shares are held in escrow by TSX Trust Company pursuant to the terms of the CPC Escrow Agreement. The CPC Escrowed Shares are subject to the following release schedule:

Release Dates	Percentage of Total CPC Escrowed Shares to beReleased
March 23, 2021	25%
September 23, 2021	25%
March 23, 2022	25%
September 23, 2022	25%

Surplus Securities

Surplus Securities are held in escrow by TSX Trust Company pursuant to the terms of the Surplus Securities Agreement. The Surplus Securities are subject to the following release schedule:

Release Dates	Percentage of Total Surplus Securities to be Released
March 23, 2021	10%
September 23, 2021	20%
March 23, 2022	30%
September 23, 2022	40%

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding our directors and executive officers (collectively, the "Management Group").

All directors of the Company have been elected or appointed to serve until the next annual general meeting of shareholders of the Company, subject to earlier resignation or removal.

Name, Province orState and Country ofResidence	PositionOrOffice	Committee(s)of the Board	IndependentDirector(1)	PrincipalOccupationfor the LastFive Years
Michael WillisSeattle, WAUSA	Director(1)(2)	Audit CommitteeGovernance Committee	No(4)	CFO, Westport Fuel Systems Inc.CFO, Gevo, Inc.
Raymond ChoyVancouver, BCCanada	Director(1)	Audit CommitteeCompensation Committee	Yes	President and Board Member ofPeterson Group
Charmaine CrooksWest Vancouver, BC,Canada	Director(1)	Compensation CommitteeGovernance Committee	Yes	PresidentandDirectorNGUConsultants Inc.
Andrew KiguelToronto, ONCanada	Director(1)	Audit CommitteeGovernance Committee	Yes	CEO, Tokens.comCEO, Hut8 MiningManaging Director, GMP Securities
Joseph NakhlaPort Moody, BCCanada	Director, ChiefExecutive Officer andPresident (1)	n/a	n/a	CEO, Tribe Private
Jim DeferNorth Vancouver, BCCanada	Chief Financial Officer(1)	n/a	n/a	CFO, Tribe PrivateCFO, Sustainable Produce UrbanDelivery Inc.Director of Finance, USA, CanopyGrowth Corp.CFO, BC Tweed Joint Venture Inc.CFO, Sunselect Produce Ltd.
John TimsVancouver, BCCanada	Corporate Secretary(1)	n/a	n/a	Corporate Secretary, Tribe PrivateCFO, Tribe PrivateCFO,RhemaHealthProductsLimited.

Notes:

(1) Since March 15, 2021.

(2) Chair of the Board.

(3) Independent director for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators.

(4) Mr. Willis is not an independent director by virtue of the consulting fees received in connection with consulting services related to the financing and corporate development of the Tribe Private and the pursuit of a going public transaction.

Biographical Information Regarding Our Directors and Executive Officers

Michael Willis – Director and Chair of the Board

Mr. Willis is currently an independent consultant providing strategic and transactional consulting services to highgrowth businesses. Previously, Mr. Willis was the CFO of Westport Fuel Systems Inc., a TSX and Nasdaq-listed manufacturer of alternative fuel systems and components for the transportation industry, and CFO of Gevo, Inc, a Nasdaq-listed industrial biotechnology company focused on the production and sale of renewable fuels and chemicals. Prior to this, Mr. Willis worked at the Virgin Group, including as an Operating Principal at Virgin Green Fund, a private equity firm focused on the sustainability and resource efficiency sectors, and as an Investment Manager with Virgin Management Limited, the parent company that oversees the Virgin Group's subsidiary businesses globally. Earlier in his career, Mr. Willis worked in private equity and investment banking in the United States and Canada, focusing on mid-market transactions in a variety of sectors including technology, consumer products and retail. Mr. Willis holds an MBA from INSEAD in France and a Bachelor of Commerce degree from Queen's University in Canada. Mr. Willis is not an independent director by virtue of the consulting fees received in connection with consulting services related to the financing and corporate development of Tribe Private and the pursuit of a going public transaction.

Raymond Choy – Director

Mr. Choy is the President and Board Member of Peterson Group, a real estate investment, development, and property management company. Mr. Choy was formerly the Chief Investment Officer of Peterson Group, responsible for acquisitions and dispositions, developments, capital lending, private equity, and partnerships. Raymond is a Chartered Professional Accountant with a Bachelor of Business Administration from Simon Fraser University. Previously, he served as Director of the NAIOP Commercial Real Estate Development Association and Chair of the NAIOP Education Committee. Mr. Choy is an independent director.

Charmaine Crooks – Director

Since 1997, Ms. Crooks has been the President and founder of NGU Consultants Inc., providing global strategic advisory and corporate development services to a variety of sectors including technology, sports, e-sports, health and major events. Ms. Crooks is a Member of the Order of Canada, five-time Olympian, entrepreneur and community leader with over 20 years of corporate governance experience as a director on several national and international nonprofit and public boards. Ms. Crooks is Vice President of the Global Esports Federation and founding Chair, Canada Esports Association. Ms. Crooks graduated from The University of Texas El Paso with a Bachelor of Arts Degree. Ms. Crooks is an independent director.

Andrew Kiguel – Director

Mr. Kiguel is currently the co-founder and CEO of Tokens.com, a Proof-of-Stake technology company that powers digital asset transactions including decentralized finance applications. Prior to Tokens.com, Mr. Kiguel was the cofounder and CEO of Hut 8 Mining, a publicly listed bitcoin miner. Previously, Mr. Kiguel spent over 18 years at GMP Securities (now Stifel Canada) in investment banking, his most recent title being Managing Director and Head of Real Estate Banking. Mr. Kiguel graduated with an MBA from the University of Toronto and a Bachelor of Arts Degree from York University. Mr. Kiguel is an independent director.

Joseph Nakhla – Director, Chief Executive Officer, President

Mr. Nakhla founded Tribe Private in 2011 and has been overseeing its operations and expansion since. Prior to this, Mr. Nakhla was the Chief Operating Officer of TIO Networks, a former TSX-listed company that was acquired by Paypal. He currently serves on the Policy Advisory Council of the Downtown Vancouver Business Improvement Association. Mr. Nakhla is also a board member of OctoAI Technologies Corp. and Minehub Technologies Inc. Mr. Nakhla studied Civil and Structural engineering and Business Management courses at the British Columbia Institute of Technology. Mr. Nakhla is not an independent director by virtue of being our executive officer.

Jim Defer – Chief Financial Officer

Mr. Defer is our Chief Financial Officer and held the same position with Tribe Private, joining in February 2021. Prior to this, Mr. Defer held senior executive finance roles with a variety of high-growth companies over his career, including roles as CFO with Sustainable Produce Urban Delivery, BC Tweed Joint Venture Inc., Sunselect Produce Ltd., Sunniva Medical Inc and DDS Wireless Inc. Mr. Defer also held a senior role with Canopy Growth Corporation as its Director of Finance of its USA operations. Prior to these positions Jim was a senior executive and board member and Head of Investment Banking for PI Financial Corp. Mr. Defer holds an Honours Degree in Commerce from the Asper School of Business at the University of Manitoba, is a Chartered Professional Accountant (CPA, CA) and is a Chartered Business Valuator.

John Tims – Corporate Secretary

Mr. Tims had been Chief Financial Officer of Tribe Private since 2017, and as of February 2021, Corporate Secretary. Prior to this, Mr. Tims was Chief Financial Officer and a director of Rhema Health Products Limited, a North American contract manufacturer of natural health products. Mr. Tims was responsible for finance, financial reporting, risk and a member of the acquisitions team. Prior to Rhema, Mr. Tims was Vice President Finance for Simson-Maxwell, an industrial engine and generator distributor in Western Canada. Mr. Tims is a Chartered Professional Accountant and currently chairs the Financial Managers' Group, an independent accounting industry professional development group.

Ownership Interest

As of the date of this AIF, our Management Group, as a group, beneficially own, or control or direct, directly or indirectly, an aggregate of 3,723,309 Common Shares, being 23.43% of our issued and outstanding Common Shares on a non-diluted basis.

Corporate Cease Trade Orders

To our knowledge, no member of the Management Group is, as at the date of this AIF, or was, within the 10 years before the date of this AIF, a director, chief executive officer or chief financial officer or any company (including the Company), that was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Penalties or Sanctions

To our knowledge, no member of the Management Group or a shareholder holding a sufficient number of securities to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities authority, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Bankruptcies

To our knowledge, no member of the Management Group or a shareholder holding a sufficient number of securities to affect materially the control of the Company: (i) is, at the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold such persons assets.

Conflicts of Interest

To the best of the Company's knowledge, information and belief, and other than disclosed herein with respect to Mr. Scott Ullrich in connection with the Gateway Acquisition, there are no known existing or potential conflicts of interest among the Company and its directors, officers or other members of management as a result of their outside business interests except that certain of the Company's directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Company and their duties as a director or officer of such other companies. As required by law, each of the directors of the Company is required to act honestly, in good faith and in the best interests of the Company. In the event of a conflict of interest, the Company will follow the requirements and procedures of applicable corporate and securities legislation and applicable exchange policies, including the relevant provisions of the OBCA.

AUDIT COMMITTEE

Charter of the Audit Committee

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Audit Committee (see Appendix A "Audit Committee Charter").

Composition of the Audit Committee

Our Audit Committee consists of three directors: Andrew Kiguel, who will act as Chair of the committee, Raymond Choy and Michael Willis, each of whom is determined by our Board to be financially literate within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110"). Andrew Kiguel and Raymond Choy are independent within the meaning of NI 52-110. Michael Willis is not independent within the meaning of NI 52-110 by virtue of the consulting fees received in connection with consulting services related to the financing and corporate development of the Tribe Private and the pursuit of a going public transaction.

Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of our Audit Committee, see also "Directors and Executive Officers – Biographical Information Regarding Our Directors and Executive Officers".

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year did the Board decline to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year did the Company rely on the exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions). The Company is relying upon the exemption in Section 6.1 (Venture Issuers) of NI 52-110.

Prior Approval Policies and Procedures

Our Audit Committee must pre-approve all engagements for permitted non-audit services provided by our external auditor to us and any consolidated subsidiary.

External Auditor Service Fee

For the years ended December 31, 2020 and 2019, the following fees were paid to our external auditors, MNP LLP:

	2020	2019
Audit Fees(1)	$6,000	$5,500
Audit-Related Fees(2)	$4,500	$4,500
Tax Fees(3)	$Nil	$Nil
All Other Fees(4)	$10,000	$Nil
Total	$20,500	$10,000

Notes:

(1) Fees for audit services on an accrued basis.

(2) Fees for audit and related services not included in audit services above. These are primarily fees for quarterly reviews.

(3) Fees for tax compliance, tax advice and tax planning.

(4) All other fees not included above. Specifically, fees for assistance with the filing statement for the Qualifying Transaction.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is from time to time involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

We are not aware of any legal proceedings to which we are or were a party to, or that any of our property is or was the subject of, during our financial year ended December 31, 2020, that involve a claim for damages in excess of 10% of our current assets. Nor are we aware of any such legal proceedings being contemplated. In addition, we are not aware of any penalties or sanctions imposed against us by a court relating to securities legislation or by a securities regulatory authority during our financial year ended December 31, 2020 or any other penalties or sanctions imposed by a court or regulatory body against us that would likely be considered important to a reasonable investor in making an investment decision, and we have not entered into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority during our financial year ended December 31, 2020.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed herein with respect to Mr. Scott Ullrich in connection with the Gateway Acquisition, to our knowledge, none of our directors or officers, no person that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year of the Company that has materially affected or is reasonably expected to materially affect us.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our Common Shares is TSX Trust Company at its principal office at 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1.

INTEREST OF EXPERTS

Our auditors are DMCL of #1500-1140 West Pender Street, Vancouver, British Columbia, V6E 4G1. MNP LLP of #300-111 Richmond Street West, Toronto, Ontario, M5H 2G4 were previously our auditors. DMCL replaced MNP LLP as our auditors on June 30, 2021. MNP LLP has prepared the audit report attached to our audited consolidated financial statements for the financial year ended December 31, 2020. As of the date of this AIF, DMCL and MNP LLP are independent from us within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

MATERIAL CONTRACTS

As of the date of this AIF, the following agreements and contracts are reasonably regarded as being material to the Company:

(a) the Amalgamation Agreement. See "General Development of the Business Three Year History".
(b) the Agency Agreement. See "General Development of the Business Three Year History".
(c) the Subscription Receipt Agreement. See "General Development of the Business Three Year History".
(d) the share purchase agreement dated December 31, 2020 with respect to the Gateway Acquisition. See "General Development of the Business – Three Year History".

A copy of each of the aforementioned agreements are available under the Company's profile on the SEDAR website at www.sedar.com.

ADDITIONAL INFORMATION

Additional information relating to us is available on our SEDAR profile at www.sedar.com. Additional information, including with respect to directors' and officers' remuneration and indebtedness, principal holders of our securities, and securities authorized for issuance under equity compensation plans, if applicable, is contained in our management information circular for our most recent annual meeting of shareholders that involves the election of directors, available on our SEDAR profile at www.sedar.com. Additional financial information is contained in our consolidated financial statements and management's discussion and analysis for our most recently completed financial year, available on our SEDAR profile at www.sedar.com.

GLOSSARY OF TERMS

As used in this AIF, unless the context indicates or requires otherwise, the following terms have the respective meanings set out below:

"Agency Agreement" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"Agents" means Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Haywood Securities Inc. and Richardson Wealth Limited.

"AIF" means this annual information form.

"Amalgamation Agreement" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"Board" means the Company's board of directors.

"BCBCA" means the Business Corporations Act (British Columbia).

"CEBA" means Canada Emergency Business Account.

"Common Shares" means common shares in the capital of the Company.

"Company" means Tribe Property Technologies Inc. (formerly Cherry Street Capital Inc.).

"Compensation Option" has the meaning set forth under the heading has the meaning set forth under the heading "General Description of Capital Structure – Stock Options".

"Consolidation" has the meaning set forth under the heading "Organizational Structure – The Company".

"CPC Escrow Agreement" means the escrow agreement dated April 3, 2018 among the Company, TSX Trust Company and certain of the Company's shareholders.

"CPC Escrowed Shares" means the Common Shares held in escrow pursuant to the CPC Escrow Agreement.

"DMCL" means Dale Matheson Carr-Hilton LLP.

"Final Exchange Bulletin" means

"Gateway" means Gateway Property Management Corp.

"Gateway Acquisition" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"Gateway Promissory Note" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"HOA" has the meaning set forth under the heading "Business and Industry – Industry Background".

"IFRS" means International Financial Reporting Standards.

"IT" means information technology.

"Lead Agent" means Stifel Nicolaus Canada Inc.

"Lock-Up Agreements" means the lock up agreements entered into by certain directors and executive officers of the Tribe Private and certain shareholders of the Tribe Private with the Agents in connection with the Subscription Receipt Financing.

"Management Group" has the meaning set forth under the heading "Directors and Executive Officers".

"NI 52-110" means National Instrument 52-110 – Audit Committees.

"Non-Brokered Subscription Receipt Financing" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"OBCA" means the Business Corporations Act (Ontario).

"Qualifying Transaction" has the meaning set forth under the heading "General Development of the Business – Our History".

"RDC" means RDC Property Services Ltd.

"SEDAR" means the System for Electronic Document Analysis and Retrieval.

"Stock Option Plan" has the meaning set forth under the heading "General Description of Capital Structure – Stock Options".

"Subco" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"Subscription Receipt" means a subscription receipt of Tribe Private issued pursuant to the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing, with each Subscription Receipt automatically converting into one post-Consolidation Common Share on satisfaction of certain escrow release conditions in connection with the Qualifying Transaction.

"Subscription Receipt Agreement" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"Subscription Receipt Financing" has the meaning set forth under the heading "General Development of the Business – Three Year History".

"Surplus Escrow Agreement" means the escrow agreement dated March 13, 2021 among the Company, TSX Trust Company and certain of the Company's shareholders.

"Tribe Private" has the meaning set forth under the heading "General Development of the Business – Qualifying Transaction".

"TSX" means the Toronto Stock Exchange.

"TSXV" means the TSX Venture Exchange.

APPENDIX "A" AUDIT COMMITTEE CHARTER

I. Purpose

The Audit Committee (the "Audit Committee") is a committee of directors appointed by the Board of Directors of the Company (the "Board"). The Audit Committee's mandate is to provide assistance to the Board in fulfilling its financial reporting and control responsibility to the shareholders and the investment community. The Committee is, however, independent of the Board and the Company and in carrying out their role shall have the ability to determine its own agenda and any additional activities that the Audit Committee shall carry out.

II. Composition

The Committee will be comprised of at least three directors of the Company, all of whom, subject to any exemptions set out in National Instrument 52-110 Audit Committees ("NI-52-110") will be independent and financially literate. In addition, at least one member of the Audit Committee shall have accounting or related financial expertise as such qualifications are interpreted by the Board. An "independent" director is a director who has no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of the director's independent judgement or a relationship deemed to be a material relationship pursuant to Sections 1.4 and 1.5 of NI-52-110, as set out in Schedule "A" hereto. A "financially literate" director is a director who has the ability to read and understand a set of financial instruments that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of the Company.

III. Responsibilities

Responsibilities of the Audit Committee generally include, but are not limited to, the undertaking of the following tasks:

Selecting and determining the compensation of the external auditors, subject to approval of the shareholders of the Company, to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company. In making such determination and recommendation to the shareholders, the Audit Committee will:
- confirm the independence of the auditors and report to the Board its conclusions on the independence of the auditors and the basis for these conclusions;
- meet with the auditors and financial management to review the scope of the proposed audit for the current year, and the audit procedures to be used; and
- obtain from the external auditors confirmation that they are participants in good standing in the Canadian Public Accountability Board oversight program and, if applicable, in compliance with the provisions of the Sarbanes-Oxley Act of 2002 (U.S.) and other legal or regulatory requirements with respect to the audit of the financial statements of the Company.
Overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting. In overseeing such work, the Audit Committee will:
- review with the external auditors any audit problems or difficulties and management's response;
- at least annually obtain and review a report prepared by the external auditors describing (i) the auditors' internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors, and reviewing any steps taken to deal with such issues;
serve as an independent and objective party to monitor the Company's financial reporting process and internal control system and overseeing management's reporting on internal control;
provide open lines of communication among the external auditors, financial and senior management, and the Board for financial reporting and control matters;
make inquires of management and the external auditors to identify significant business, political, financial and control risks and exposures and assess the steps management has taken to minimize such risks to the Company;
establish procedures to ensure that the Audit Committee meets with the external auditors on a regular basis in the absence of management;
ensure that the external auditors prepare and deliver annually a detailed report covering (i) critical accounting policies and practices to be used; (ii) material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; (iii) other material written communications between the external auditors and management such as any management letter or schedule of unadjusted differences; and (iv) such other aspects as may be required by the Audit Committee or legal or regulatory requirements;
consider any reports or communications (and management's responses thereto) submitted to the Audit Committee by the external auditors, including reports and communications related to:
- deficiencies noted following the audit of the design and operation of internal controls;
- consideration of fraud in the audit of the financial statement;
- detection of illegal acts;
- the external auditors responsibility under generally accepted auditing standards;
- significant accounting policies;
- management judgements and accounting estimates;
- adjustments arising from the audit;
- the responsibility of the external auditors for other information in documents containing audited financial statements;
- disagreements with management;
- consultation by management with other accountants;
- major issues discussed with management prior to retention of the external auditors;
- difficulties encountered with management in performing the audit;
- the external auditors judgements about the quality of the entity's accounting principles; and
- any reviews of unaudited interim financial information conducted by the external auditors;
review the form of opinion the external auditors propose to render to the Audit Committee, the Board and shareholders; and
discuss significant changes to the Company's auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the external auditors or management, and the financial impact thereof.
Pre-approving all non-audit services to be provided to the Company or its subsidiaries by the Company's external auditor, subject to any exemptions set out in NI-52-110. Notwithstanding the pre-approval process, the Audit Committee will ensure that the external auditors are prohibited from providing the following nonaudit services and will determine which other non-audit services the external auditors are prohibited from providing:
- bookkeeping or other services related to the accounting records or financial statements of the Company;
- financial information systems design and implementation;
- appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
- actuarial services;
- internal audit outsourcing services;
- management functions or human resources;
- broker, dealer, investment adviser or investment banking services;
- legal services and expert services unrelated to the audit; and
- any other service that the Audit Committee determines to be impermissible.
Ensuring that the external auditors submit annually to the Company and the Audit Committee a formal written statement of the fees billed for each of the following categories of services rendered by the external auditors: (i) the audit of the Company's annual financial statements for the most recent fiscal year and, if applicable, the reviews of the financial statements included in the Company's Quarterly Reports for that fiscal year; and (ii) all other services rendered by the external auditors for the most recent fiscal year, in the aggregate and by each service.
Reviewing the Company's financial statements, Management's Discussion and Analysis and annual and interim earnings press releases before the Company publicly discloses the information. In connection with such review, the Audit Committee will ensure that:
- (a) management has reviewed the financial statements with the Audit Committee, including significant judgments affecting the financial statements;
- (b) the members of the Audit Committee have discussed among themselves, without management or the external auditors present, the information disclosed to the Audit Committee; and
- (c) the Audit Committee has received the assurance of both financial management and the external auditors that the Company's financial statements are fairly presented in conformity with International Financial Reporting Standards in all material respects.
Ensuring that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to above, and periodically assessing the adequacy of those procedures.
Reviewing, evaluating and monitoring any risk management program implemented by the Company, including any revenue protection program. This function should include:
- risk assessment;
- quantification of exposure;
- risk mitigation measures; and
- risk reporting.
Reviewing the adequacy of the resources of the finance and accounting group, along with its development and succession plans.
Establishing procedures for:
- the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
- the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.
Annually reviewing and revising this Charter as necessary with the approval of the Board and the text relating to this Charter which is required to appear in the Annual Information Form or management proxy circular of the Company, as more specifically set out in Form 52-110FI Audit Committee Information Required in an AIF and Form 52-110F2 Disclosure by Venture Issuers as applicable.
Reviewing and assessing the adequacy of the Code of Business Conduct and Ethics governing the officers, directors and employees of the Company and the Code of Ethics governing Financial Reporting Officers at least annually or otherwise, as it deems appropriate, and propose recommended changes to the Board.
Reporting its activities to the Board on a regular basis and making such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.
Reviewing and discussing with management, and approving all related party transactions.

IV. Authority

The Audit Committee has the authority to:

Engage independent counsel and other advisors as the Audit Committee determines necessary to carry out its duties;
Set and pay the compensation for any advisors employed by the Audit Committee, in accordance with applicable corporate statutes; and
Communicate directly with the external auditors.

V. Administrative Procedures

The Audit Committee will meet regularly and whenever necessary to perform the duties described above in a timely manner, but not less than four times a year. Meetings may be held at any time deemed appropriate by the Audit Committee and by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.
A quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee or such greater number as the Committee shall by resolution determine.
Meetings of the shall be held from time to time as the Committee or the Chairman shall determine upon 48 hours' notice to each of its members. The notice period may be waived by a quorum of the Committee.
- At the discretion of the Audit Committee, meetings may be held with representatives of the external auditors and appropriate members of management.
- The external auditors will have direct access to the Audit Committee at their own initiative.
- The Chairman of the Audit Committee will report periodically to the Board.

Schedule "A" to Audit Committee Charter

National Instrument 52-110 Audit Committees ("NI-52-110")

Meaning of Independence (section 1.4 of NI 52-110):

(1) An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.

(2) For the purposes of subsection (1), a "material relationship" is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgment.

(3) Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:
- (a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer;
- (b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;
- (c) an individual who:
  - (i) is a partner of a firm that is the issuer's internal or external auditor,
  - (ii) is an employee of that firm, or
  - (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;
- (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:
  - (i) is a partner of a firm that is the issuer's internal or external auditor,
  - (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or
  - (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;
- (e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and
- (f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.

(4) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because

(a) he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or
(b) he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005.

(5) For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.

(6) For the purposes of clause (3)(f), direct compensation does not include:
- (a) remuneration for acting as a member of the board of directors or of any board committee of the issuer, and
- (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

(7) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member

(a) has previously acted as an interim chief executive officer of the issuer, or
(b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.
(8) For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer.

Additional Independence Requirements for Audit Committee Members (section 1.5 of NI- 52-110):

(1) Despite any determination made under section 1.4 of NI- 52-110, an individual who
- (a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or
- (b) is an affiliated entity of the issuer or any of its subsidiary entities,

is considered to have a material relationship with the issuer.

(2) For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by

(a) an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or
(b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.

(3) For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

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Tribe Property Technologies — Annual Report 2020

47530_rns_2021-07-20_f888679a-4b25-4bea-9b21-678474e9091d.pdf

GENERAL MATTERS

FORWARD-LOOKING INFORMATION

TRADEMARKS AND TRADENAMES

ORGANIZATIONAL STRUCTURE

The Company

Consolidation

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

General

Condo/Strata Management

Real Estate Management

Rental Management

Qualifying Transaction

Three Year History

2019

2020

2021

BUSINESS AND INDUSTRY

General

Industry Background

Community Living Overview

Community-Living Software

Community Management Services

Market Acceptance

Marketing Plans and Strategies

Acquisition Strategy

Specialized Skill and Knowledge

Competitive Conditions

Cycles

Economic Dependence

Changes to Contracts

Environmental Protection

Employees

Foreign Operations

Lending

Bankruptcy and Similar Procedures

Reorganizations

Operating Segments

Software and Services

Summary

Production and Services

New Products

Components

Intangible Properties

Software Licensing Fees

Summary

Production and Services

New Products

Components

Intangible Properties

Corporate

Summary

Production and Services

New Products

Components

Intangible Properties

RISK FACTORS

Risks related to our business

We prepare our financial statements under a going concern assumption.

We may need additional capital.

We may be exposed to information systems risks and cybersecurity risks.

Our reliance on certain infrastructure and information technology systems makes it vulnerable to the potential adverse effects of cyber-attacks and other breaches.

We have a prior history of operating losses and we may not sustain profitability on a quarterly or annual basis.

Our quarterly results are inherently unpredictable and subject to substantial fluctuations.

We have indebtedness related to prior acquisitions or operations.

Sales cycles to our customers can be lengthy and unpredictable and require significant employee time with no assurances that a prospective customer will select our products and services.

Our marketing efforts depend significantly on our ability to receive positive references from our existing customers.

Our financial and operational performance significantly depends on our ability to attract and retain customers and our ability to develop new products and to enhance and sustain the quality of existing products to retain such customers.

We are a small company so our internal controls over financial reporting and disclosure controls and procedures and are not as substantive as a larger company.

We have an aggressive growth strategy via acquisitions.

We may enter into joint venture agreements or partnerships.

Our inability to acquire and integrate other businesses, products or technologies could seriously harm our competitive position.

We operate in a highly competitive industry and we compete against many companies with substantially greater financial and other resources, and our market share and results of operations may be reduced if we are unable to respond to competitors effectively.

We are reliant upon management and certain key personnel.

The loss of key employees and the inability to attract and retain qualified personnel could harm our business.

There are additional risks related to the property management services industry.

There are risks related to intellectual property protection.

Tribe Property Technologies Annual Report 2020