CHERRY STREET CAPITAL INC.

FILING STATEMENT

QUALIFYING TRANSACTION BY CHERRY STREET CAPITAL INC.

AMALGAMATION OF CHERRY STREET CAPITAL INC., 1283534 B.C. LTD. AND TRIBE PROPERTY TECHNOLOGIES INC.

March 12, 2021

All information contained in this Filing Statement with respect to Tribe Property Technologies Inc. was supplied by Tribe Property Technologies Inc. for inclusion herein.

Neither the TSX Venture Exchange nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement.

FORWARD-LOOKING INFORMATION ................................................................................................... 1 GLOSSARY OF TERMS.............................................................................................................................. 2 SUMMARY OF FILING STATEMENT.................................................................................................... 13 THE COMPANIES ........................................................................................................................ 13 PROPOSED DIRECTORS AND OFFICERS OF THE RESULTING ISSUER .......................... 13 SUBSCRIPTION RECEIPT FINANCINGS ................................................................................. 13 AMALGAMATION AGREEMENT ............................................................................................. 14 INTERESTS OF INSIDERS AND PROMOTERS ....................................................................... 15 ARM’S LENGTH PARTY TRANSACTION ............................................................................... 17 SHAREHOLDER APPROVAL ..................................................................................................... 17 AVAILABLE FUNDS AND PRINCIPAL PURPOSES ............................................................... 17 SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ......................... 18 MARKET FOR SECURITIES AND MARKET PRICE ............................................................... 19 SPONSOR AND AGENT RELATIONSHIP ................................................................................ 19 CONFLICTS OF INTEREST ........................................................................................................ 19 INTEREST OF EXPERTS AND OTHERS ................................................................................... 20 RISK FACTORS ............................................................................................................................ 20 CONDITIONAL APPROVAL OF THE TSXV ............................................................................ 21 RISK FACTORS ......................................................................................................................................... 21 PART I – INFORMATION CONCERNING CHERRY STREET ............................................................. 30 CORPORATE STRUCTURE ........................................................................................................ 30 NAME AND INCORPORATION ................................................................................................. 30 GENERAL DEVELOPMENT OF THE BUSINESS .................................................................... 30 HISTORY OF THE ISSUER ......................................................................................................... 30 AMALGAMATION AGREEMENT ............................................................................................. 30 SUBSCRIPTION RECEIPT FINANCINGS ................................................................................. 32 SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................................................................................................... 33 DESCRIPTION OF THE SECURITIES ........................................................................................ 33 STOCK OPTION PLAN ................................................................................................................ 34 PRIOR SALES ............................................................................................................................... 35 STOCK EXCHANGE PRICE ........................................................................................................ 35 ARM’S LENGTH TRANSACTIONS ........................................................................................... 36 CONDITIONAL LISTING APPROVAL ...................................................................................... 36 LEGAL PROCEEDINGS .............................................................................................................. 36 AUDITOR, TRANSFER AGENT, AND REGISTRAR ............................................................... 36 MATERIAL CONTRACTS ........................................................................................................... 36 PART II – INFORMATION CONCERNING TRIBE ................................................................................ 37 CORPORATE STRUCTURE ........................................................................................................ 37 GENERAL DEVELOPMENT OF THE BUSINESS .................................................................... 38 SIGNIFICANT ACQUISITIONS .................................................................................................. 39 AMALGAMATION AGREEMENT ............................................................................................. 40 SUBSCRIPTION RECEIPT FINANCINGS ................................................................................. 41 NARRATIVE DESCRIPTION OF THE BUSINESS ................................................................... 42 SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................................................................................................... 50 DESCRIPTION OF THE SECURITIES ........................................................................................ 51

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER .................................................................................................. 52 CONSOLIDATED CAPITALIZATION ....................................................................................... 53 PRIOR SALES ............................................................................................................................... 53 STOCK EXCHANGE PRICE ........................................................................................................ 54 EXECUTIVE COMPENSATION ................................................................................................. 55 NON-ARM’S LENGTH PARTY TRANSACTIONS ................................................................... 59 LEGAL PROCEEDINGS .............................................................................................................. 60 MATERIAL CONTRACTS ........................................................................................................... 60 INTERESTS OF EXPERTS........................................................................................................... 60 PART III – INFORMATION CONCERNING THE RESULTING ISSUER ............................................ 61 NAME AND INCORPORATION ................................................................................................. 61 INTERCORPORATE RELATIONSHIPS ..................................................................................... 61 AMALGAMATION AGREEMENT ............................................................................................. 62 NARRATIVE DESCRIPTION OF THE BUSINESS ................................................................... 63 DESCRIPTION OF THE SECURITIES ........................................................................................ 64 PRO FORMA CONSOLIDATED CAPITALIZATION ............................................................... 65 AVAILABLE FUNDS AND PRINCIPAL PURPOSES ............................................................... 66 PRINCIPAL SECURITYHOLDERS ............................................................................................ 67 DIRECTORS AND OFFICERS OF THE RESULTING ISSUER ................................................ 68 PROMOTER CONSIDERATION ................................................................................................. 71 CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES .............................................. 72 PENALTIES AND SANCTIONS .................................................................................................. 72 PERSONAL BANKRUPTCIES .................................................................................................... 72 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............. 73 CONFLICTS OF INTEREST ........................................................................................................ 73 INDEBTEDNESS OF DIRECTORS AND OFFICERS ................................................................ 73 OTHER REPORTING ISSUER EXPERIENCE ........................................................................... 73 PROPOSED EXECUTIVE COMPENSATION ............................................................................ 74 INDEBTEDNESS OF DIRECTORS AND OFFICERS ................................................................ 75 INVESTOR RELATIONS ARRANGEMENTS ........................................................................... 75 ESCROWED SECURITIES .......................................................................................................... 77 AUDITORS .................................................................................................................................... 80 TRANSFER AGENT AND REGISTRAR .................................................................................... 80 PART IV – GENERAL MATTERS ........................................................................................................... 81 SPONSOR AND AGENT RELATIONSHIP ................................................................................ 81 EXPERTS ....................................................................................................................................... 81 OTHER MATERIAL FACTS ........................................................................................................ 81 APPROVAL OF THE BOARD OF DIRECTORS ........................................................................ 81

APPENDIX A FINANCIAL STATEMENTS OF CHERRY STREET CAPITAL INC. APPENDIX B FINANCIAL STATEMENTS OF TRIBE PROPERTY TECHNOLOGIES INC. APPENDIX C FINANCIAL STATEMENTS OF GATEWAY PROPERTY MANAGEMENT CORP. APPENDIX D PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE RESULTING ISSUER APPENDIX E MANAGEMENT’S DISCUSSION AND ANALYSIS OF CHERRY STREET CAPITAL INC. APPENDIX F MANAGEMENT’S DISCUSSION AND ANALYSIS OF TRIBE PROPERTY TECHNOLOGIES INC.

APPENDIX G MANAGEMENT’S DISCUSSION AND ANALYSIS OF GATEWAY PROPERTY MANAGEMENT CORP.

APPENDIX H CERTIFICATE OF CHERRY STREET CAPITAL INC. APPENDIX I CERTIFICATE OF TRIBE PROPERTY TECHNOLOGIES INC. APPENDIX J ACKNOWLEDGEMENT – PERSONAL INFORMATION

FORWARD-LOOKING INFORMATION

This Filing Statement contains forward-looking information. 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 information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cherry Street, Tribe or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although Cherry Street has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking 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 statements 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 the Resulting Issuer may, upon completion of the Transaction, carry on business; integration of the Gateway Acquisition; business opportunities that may be presented to, or pursued by the Resulting Issuer upon completion of the Transaction; the Resulting Issuer’s 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 the Resulting Issuer’s credit rating; 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 Cherry Street, Tribe or the Resulting Issuer. 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 Filing Statement. 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 Filing Statement. All subsequent forward-looking information attributable to Cherry Street, Tribe or the Resulting Issuer herein is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. Cherry Street, Tribe and the Resulting Issuer do not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this Filing Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the financial statements of Cherry Street, Tribe, and the Resulting Issuer in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

“Advisory	means the advisory agreement entered into on March 5, 2021 between Tribe and the
Agreement”	Lead Agent.
“Affiliate”	a company is an “Affiliate” of another company if (a) one of them is the subsidiary
	of the other, or (b) each of them is controlled by the same Person. A company is
	“controlled” by a Person if (a) voting securities of the company are held, other than
	by way of security only, by or for the benefit of that Person, and (b) the voting
	securities, if voted, entitle the Person to elect a majority of the directors of the
	company. A Person beneficially owns securities that are beneficially owned by (a)
	a company controlled by that Person, or (b) an Affiliate of that Person or an Affiliate
	of any company controlled by that Person.
“Agency	means the agency agreement entered into on December 11, 2020 among Tribe,
Agreement”	Cherry Street, Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Haywood
	Securities Inc. and Richardson Wealth Limited.
“Agents”	means Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Haywood Securities
	Inc. and Richardson Wealth Limited.
“Amalgamation	means the amalgamation agreement dated February 11, 2021, among Cherry Street,
Agreement”	Cherry Street Subco and Tribe.
“Amalgamation”	means the “three-cornered” amalgamation whereby,inter alia, a newly incorporated
	wholly-owned subsidiary of Cherry Street Subco will amalgamate with the Tribe
	and holders of Tribe Common Shares will receive Resulting Issuer Shares on a post-
	Consolidation one for one basis. Following closing of the Transaction, Cherry Street
	will be known as “Tribe Property Technologies Inc.” and Tribe will be renamed
	“Tribe Property Holdings Inc.”
“Arm’s Length	means a transaction which is not a Related Party Transaction.
Transaction”
“Associate”	when used to indicate a relationship with a Person, means (a) an issuer of which the
	Person beneficially owns or controls, directly or indirectly, voting securities
	entitling him to more than 10% of the voting rights attached to all outstanding voting
	securities of the issuer; (b) any partner of the Person; (c) any trust or estate in which

the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity; (d) in the case of a Person who is an individual: (i) that Person’s spouse or child, or (ii) any relative of that Person or of his spouse who has the same residence as that Person; but (e) where the TSXV determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D of the TSXV with respect to that Member firm, Member corporation or holding company.

“BCBCA” means the Business Corporations Act (British Columbia), as from time to time amended or re-enacted and includes any regulations heretofore or hereafter made pursuant thereto.

“Board of means the Board of Directors of Cherry Street, Tribe or the Resulting Issuer as Directors” applicable.

“Cherry Street Board”

means the board of directors of Cherry Street.

“Cherry Street means the consolidation of the Cherry Street common shares to be completed prior Consolidation” to the Escrow Release Date on the basis of one post-consolidation Cherry Street common share for 8.4488 pre-consolidation Cherry Street common shares.

“Cherry Street means options to acquire Cherry Street Shares. Options” “Cherry Street means holders of Cherry Street Options. Optionholders” “Cherry Street means common shares issued and outstanding in the capital of Cherry Street. Shares” “Cherry Street means 1283534 B.C. Ltd., a corporation subsisting under the BCBCA and a wholly- Subco” owned subsidiary of Cherry Street. “Cherry Street” means Cherry Street Capital Inc., a corporation subsisting under the OBCA. “Class A Preferred means the Class A Preferred Shares in the capital of Tribe. Shares”

“Closing” means the closing of the Transaction. “company” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“Compensation means the certificates representing the Compensation Options, which certificates Option Certificates” shall govern the terms and conditions of the Compensation Options. “Compensation means the Tribe Common Shares or the Resulting Issuer Shares, as the case may be, Option Shares” issuable upon the due exercise of the Compensation Options.

“Compensation means the transferable compensation options issued to the Agents the Lead Agent Options” as provided for in the Agency Agreement and Advisory Agreement, respectively, each Compensation Option entitling the holder thereof to acquire one Compensation Option Share at a price of $5.00 per Compensation Option Share at any time on or before the date which is 24 months following the Escrow Release Date or the date on which a Termination Event occurs, as applicable all pursuant to the terms and conditions of the Compensation Option Certificates.

“Consideration means the anticipated 15,529,257 Resulting Issuer Shares to be issued to the Tribe Shares” Shareholders in connection with the Transaction. “Consolidation” means, collectively, the Cherry Street Consolidation and the Tribe Consolidation. “Control Person” means any Person that holds or is one of a combination of Persons that holds, a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer, except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. “CPC” means a capital pool company pursuant to Policy 2.4 – Capital Pool Companies of the TSXV. “CPC Escrow means the escrow agreement dated April 3, 2018, pursuant to which Cherry Street Agreement” Shares held by certain investors are held in escrow by the Escrow Agent in its capacity as escrow agent for the CPC Escrowed Shares. “CPC Escrowed means the Cherry Street Shares issued to certain investors of Cherry Street that are Shares” held in escrow pursuant to the CPC Escrow Agreement.

“Discounted Market Price”

is a defined term under the policies of the TSXV, but generally means a discount of 25% to the market price of the Cherry Street Shares, although this discount can be less depending on a higher trading price of the Cherry Street Shares.

“DMCL”

means Dale Matheson Carr-Hilton Labonte LLP.

“Escrow Agent” means TSX Trust Company.

“Escrow Release Conditions”

means the escrow release conditions in connection with the Subscription Receipt Financing, as follows:

(a) the Amalgamation Agreement shall have been entered into by Tribe, Cherry Street Subco and Cherry Street on terms acceptable to the Lead Agent, acting reasonably;
(b) written confirmation from each of the Tribe and Cherry Street that all conditions precedent to the completion of the Amalgamation in accordance with the terms of the Amalgamation Agreement have been satisfied or waived, without any material amendment, other than the release of the Offered Receipts Escrowed Funds, and the closing of the Amalgamation each of which will be completed forthwith upon release of the Offered Receipts Escrowed Funds;
(c) the receipt of all shareholder, third-party, regulatory and stock exchange approvals required for the Amalgamation;
(d) the distribution of: (i) the Tribe Common Shares underlying the Subscription Receipts, and (ii) the Resulting Issuer Shares to be issued upon the automatic exchange of the Tribe Common Shares pursuant to the Amalgamation being exempt from applicable prospectus and registration requirements of applicable Securities Laws;
(e) the Resulting Issuer Shares (including the Resulting Issuer Shares issued upon the automatic exchange for the Tribe Common Shares) being conditionally approved for listing on the TSXV and the completion, the satisfaction or waiver of all conditions precedent to such listing, other than the release of the Offered Receipts Escrowed Funds;
(f) Tribe and Cherry Street, as applicable, shall not be in material breach or material default of any of its covenants or obligations under the Agency Agreement or the Subscription Receipt Agreement and all conditions set out in the Agency Agreement shall have been satisfied or waived;
(g) the Gateway Acquisition shall have closed, to the satisfaction of the Lead Agent, acting reasonably;
(h) the Agents shall be satisfied with the “bring-down” of their due diligence

review with respect to the business, assets, financial condition, affairs and prospects of Tribe, its subsidiaries and Cherry Street and with respect to the Gateway Acquisition;

(i) such other customary escrow release conditions requested by the Lead Agent, acting reasonably; and
(j) Tribe and the Lead Agent (on its own behalf and on behalf of the Agents), shall have delivered the Escrow Release Notice to the Escrow Agent confirming that items (a) through (i), inclusive, have been satisfied or waived in accordance with the Subscription Receipt Agreement.

“Escrow Release Date”

means the date on which the Release Event occurs.

“Escrow Release means a release notice delivered by Tribe and the Lead Agent to the Escrow Agent Notice” confirming that the Escrow Release Conditions have been satisfied.

“Filing Statement” means this filing statement, together with all appendices attached hereto and including the summary hereof.

“Final Exchange means the bulletin of the TSXV, which is to be issued following Closing and the Bulletin” submission of all Post-Approval Documents, which evidences the final TSXV approval of the Transaction.

“Financing Share” means a Tribe Common Share converted from a Subscription Receipt immediately prior to the completion of the Transaction.

“Gateway” means Gateway Property Management Corp., a corporation subsisting under the federal laws of Canada.

“Gateway means the purchase from the shareholders of RDC and Gateway of (i) all of the Acquisition” issued and outstanding shares of RDC and Gateway, and (ii) all shareholder loans owing by RDC and Gateway, pursuant to a share purchase agreement dated December 31, 2020 among Randall Scott Ullrich, Trustee of the Scott and Sheryl Ullrich Family Trust, 431961 B.C. Ltd., Randall Scott Ullrich and Tribe.

“IFRS” means International Financial Reporting Standards.

“Insider” if used in relation to an issuer, means: (a) a director or senior officer of the issuer; (b) a director or senior officer of a company that is an Insider or subsidiary of the issuer; (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting

shares of the issuer; or (d) the issuer itself if it holds any of its own securities.

“Intellectual means all trade or brand names, business names, trademarks, service marks, Property” copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade-secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever. “IIROC” means Investment Industry Regulatory Organization of Canada. “Lead Agent” means Stifel Nicolaus Canada Inc. “Letter of Intent” means the letter of intent dated October 28, 2020, between Cherry Street and Tribe with respect to the Transaction. “Lock-Up means the lock-up agreements entered into between Tribe and certain officers, Agreement” directors, and significant shareholders in the form of Schedule E of the Agency Agreement. “MD&A” means management’s discussion and analysis. “MNP” means MNP LLP. “Named Executive has the meaning given to that term in Form 51-102F6 – Statement of Executive Officer” or “NEO” Compensation under National Instrument 51-102 – Continuous Disclosure Obligations . “Non-Arm’s Length means in (a) relation to a company, a promoter, officer, director, other Insider or Party” Control Person of that company (including an issuer) and any Associates or Affiliates of any such Persons; and (b) in relation to an individual, any Associate of the individual or any company of which the individual is a promoter, officer, director, Insider, or Control Person. “Non-Brokered means Cassels Brock & Blackwell LLP. Escrow Agent” “Non-Brokered means the escrow release conditions in connection with the Non-Brokered Escrow Release Subscription Receipt Financing, as follows: Conditions” (a) the Amalgamation Agreement shall have been entered into by Tribe, Cherry

Street Subco and Cherry Street;

(b) written confirmation from each of the Tribe and Cherry Street that all conditions precedent to the completion of the Amalgamation in accordance with the terms of the Amalgamation Agreement have been satisfied or waived, without any material amendment, other than the release of the NonBrokered Offered Receipts Escrowed Funds, and the closing of the Amalgamation each of which will be completed forthwith upon release of the Non-Brokered Offered Receipts Escrowed Funds;
(c) the receipt of all shareholder, third-party, regulatory and stock exchange approvals required for the Amalgamation;
(d) the distribution of: (i) the Tribe Common Shares underlying the Subscription Receipts, and (ii) the Resulting Issuer Shares to be issued upon the automatic exchange of the Tribe Common Shares pursuant to the Amalgamation being exempt from applicable prospectus and registration requirements of applicable Securities Laws;
(e) the Resulting Issuer Shares (including the Resulting Issuer Shares issued upon the automatic exchange for the Tribe Common Shares) being conditionally approved for listing on the TSXV and the completion, the satisfaction or waiver of all conditions precedent to such listing, other than the release of the Non-Brokered Offered Receipts Escrowed Funds; and
(f) Tribe shall have delivered a release notice to the purchasers under the NonBrokered Subscription Receipt Financing confirming that items (a) through (e), inclusive, have been satisfied.

“Non-Brokered means the gross proceeds from the Non-Brokered Subscription Receipt Financing Offered Receipts together with all interest and other income earned thereon, held in escrow on behalf Escrowed Funds” of the purchasers of the Non-Brokered Subscription Receipt Financing by the NonBrokered Escrow Agent.

“Non-Brokered means March 31, 2021. Release Deadline”

“Non-Brokered means the non-brokered private placement of 340,000 Subscription Receipts of Subscription Tribe, at a price of $5.00 per Subscription Receipt, for gross proceeds of $1,700,000, Receipt Financing” which proceeds will be held in escrow pending satisfaction of the Non-Brokered Escrow Release Conditions.

“OBCA” means the Business Corporations Act (Ontario), as from time to time amended or re-enacted and includes any regulations heretofore or hereafter made pursuant thereto.

“Offered Receipts means the gross proceeds of the Subscription Receipt Financing, less an amount Escrowed Funds” equal to the costs and expenses of the Agents incurred up to Closing (including legal expenses) and fifty percent (50%) of the total cash commission which will be paid to the Agents at Closing), will be delivered to and held in escrow on behalf of the Purchasers by the Escrow Agent.

“Person” means a company or an individual. “Post-Approval means the documents prescribed by TSXV Policy 5.2 – Changes of Business and Documents” Reverse Takeovers ; “promoter” has the meaning given to that term in the Securities Act (British Columbia), as amended.

“Purchasers” means the persons who, as purchasers or beneficial purchasers, acquire the Subscription Receipts by duly completing, executing and delivering a Subscription Agreement and any other required documentation.

“Related Party has the meaning given to that term in TSXV Policy 5.9 – Protection of Minority Transaction” Security Holders in Special Transactions and includes a related party transaction that is determined by the TSXV to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction when the transaction involves Non-Arm’s Length Parties, or other circumstances exist which may compromise the independence of the issuer with respect to the Transaction.

“Release Deadline” means March 15, 2021.

“Release Event” means the date that, upon satisfaction or waiver of the Escrow Release Conditions, the prescribed notice under the Subscription Receipt Agreement to the Escrow Agent is delivered, together with the satisfaction or waiver of the Escrow Release Conditions.

“Resulting Issuer means the board of directors of the Resulting Issuer. Board”

“Resulting Issuer means the agreement to be entered into among the Resulting Issuer, TSX Trust Surplus Escrow Company, and certain shareholders of the Resulting Issuer pursuant to which the Agreement” Resulting Issuer Escrow Shares owned by such shareholders will be held in escrow in accordance with the requirements of the TSXV. “Resulting Issuer means the Resulting Issuer Shares to be held in escrow pursuant to the Resulting

Escrow Shares” Issuer Surplus Escrow Agreement released in accordance with the applicable provisions thereof.

“Resulting Issuer means the Resulting Issuer Shares and Resulting Issuer Options to be held in escrow Escrow Securities” pursuant to the Resulting Issuer Surplus Escrow Agreement released in accordance with the applicable provisions thereof. “Resulting Issuer means the incentive stock options of the Resulting Issuer following Closing. Options” “Resulting Issuer means the holders of the Resulting Issuer Shares. Shareholders”

“Resulting Issuer means the common shares in the capital of the Resulting Issuer. Shares” “Resulting Issuer” means Cherry Street, after giving effect to the Transaction. “RDC” means RDC Property Services Ltd. a corporation subsisting under the laws of Ontario. “Shareholder means the shareholder loans owing by Tribe to Aquilini Group, TY & Sons Loans” Investments Inc. and Peterson Property Holdings Inc. “Stock Option means the Cherry Street incentive stock option plan, or the proposed stock option Plan” plan for the Resulting Issuer, as applicable.

“Subscription means, collectively, the subscription agreements for the Subscription Receipts in the Agreement” form agreed upon by Tribe and the Lead Agent (on its own behalf and for and on behalf of the Agents) pursuant to which Purchasers agreed to subscribe for and purchase the Subscription Receipts as therein contemplated and includes, for greater certainty, all schedules thereto; and “ Subscription Agreement ” means any one of them, as the context requires. “Subscription means the subscription receipt agreement entered into on December 11, 2020 Receipt Agreement” between Tribe, Cherry Street, the Lead Agent (on behalf of itself and for and on behalf of the Agents) and the Escrow Agent. “Subscription means the (i) 2,325,984 subscription receipts of Tribe, issued pursuant to the Receipts” Subscription Receipt Financing, with each Subscription Receipt automatically converting into one Resulting Issuer Share on satisfaction of the Escrow Release

Conditions on or before the Release Deadline; and (ii) the 340,000 subscription receipts of Tribe, issued pursuant to the Non-Brokered Subscription Receipt Financing, with each Subscription Receipt automatically converting into one Resulting Issuer Share on satisfaction of the Non-Brokered Escrow Release Conditions on or before the Non-Brokered Release Deadline.

“Subscription means the brokered private placement of 2,325,984 Subscription Receipts of Tribe, Receipt Financing” at a price of $5.00 per Subscription Receipt, for gross proceeds of $11,629,920, which proceeds will be held in escrow pending satisfaction of the Escrow Release Conditions.

“Termination means if the consent of holders of less than 66⅔% of the then outstanding Event” Subscription Receipts is obtained in accordance with the terms of the Subscription Receipt Agreement, then the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or if the Company, before the Escrow Release Deadline, have provided notice to the Lead Agent and the Escrow Agent that the Escrow Release Conditions will not be satisfied.

“Transaction”

means, collectively: (i) the amalgamation with and into Tribe, with Tribe surviving as a wholly-owned subsidiary of Cherry Street, by way of a three-cornered amalgamation under the BCBCA; (ii) the issuance of Consideration Shares to Tribe Shareholders; (iii) the completion of the Cherry Street Consolidation; (iv) the completion of the Tribe Consolidation; (v) the completion of the Gateway Acquisition; (vi) the change of name to “Tribe Property Technologies Inc.”; and (vii) the fulfilment of the Escrow Release Conditions. Following the Transaction, Tribe will be a wholly-owned subsidiary of the Resulting Issuer and be renamed “Tribe Property Holdings Inc.”

“Transfer”

means the transfer of 297,000 Cherry Street Shares by certain shareholders of Cherry Street to 2601326 Ontario Inc. pursuant to the terms of an escrow purchase agreement dated January 20, 2021.

“Tribe Board” means the board of directors of Tribe.

“Tribe Common means common shares in the capital of Tribe. Shares”

“Tribe means the consolidation of the Tribe Common Shares to be completed prior to the Consolidation” Escrow Release Date on the basis of one post-consolidation Tribe Common Share for every 9.1719 pre-consolidation Tribe Common Share.

“Tribe Options” means options to acquire Tribe Common Shares.

“Tribe means holders of Tribe Options. Optionholders” “Tribe means, collectively, the holders of all of the issued and outstanding Tribe Common Shareholders” Shares. “Tribe” means Tribe Property Technologies Inc. “TSXV” or the means the TSX Venture Exchange. “Exchange” “York Plains” means York Plains Investment Corp.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Cherry Street, Tribe and the Resulting Issuer (assuming completion of the Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Certain capitalized words and terms used in this Summary are defined in the Glossary of Terms.

THE COMPANIES

Cherry Street and Cherry Street Subco propose to merge Cherry Street Subco with and into Tribe, with Tribe surviving as a wholly-owned subsidiary of Cherry Street, by way of a three-cornered amalgamation under the BCBCA, where holders of Tribe Common Shares will receive Resulting Issuer Shares on a postConsolidation one for one basis and Cherry Street will change its name to “Tribe Property Technologies Inc.”. Following the Transaction, Tribe will be a wholly-owned subsidiary of the Resulting Issuer and be renamed “Tribe Property Holdings Inc.”

Cherry Street’s proposed amalgamation with Tribe constitutes a “Qualifying Transaction” for Cherry Street pursuant to Exchange Policy 2.4 – Capital Pool Companies. The Transaction is an Arm’s Length Transaction. Upon Closing, the Resulting Issuer will be engaged in the existing business of Tribe and will become a Tier 1 Technology Issuer under the policies of the TSXV. See “Part III – Information Concerning the Resulting Issuer”.

PROPOSED DIRECTORS AND OFFICERS OF THE RESULTING ISSUER

Upon Closing, the Resulting Issuer Board is expected to be reconstituted to consist of Joseph Nakhla, Raymond Choy, Andrew Kiguel, Charmaine Crooks and Michael Willis. Management of the Company will consist of Joseph Nakhla as Chief Executive Officer, Jim Defer as Chief Financial Officer and John Tims as Corporate Secretary, and such other persons as may be appointed by the Resulting Issuer Board or management. See “Part III – Information Concerning the Resulting Issuer”.

SUBSCRIPTION RECEIPT FINANCINGS

Brokered Offering

Concurrently with the Transaction and as a condition to the closing of the Transaction, Tribe completed a Subscription Receipt Financing pursuant to which Tribe 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 will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, each Subscription Receipt will automatically be converted into a Tribe Common Share, as constituted following the Tribe Consolidation, which will then be exchanged for one Cherry Street Common Share, as constituted following the Cherry Street Consolidation.

In connection with the Subscription Receipt Financing, 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 will be 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% will be issued), with each Compensation Option exercisable for one post-Tribe Consolidation common share or one Resulting Issuer Share, as applicable.

Each Subscription Receipt and Compensation Option issued pursuant to the Subscription Receipt Financing is subject to a hold period of four months plus one day from the later of: (i) December 11, 2020; and (ii) the date Tribe becomes a reporting issuer in any jurisdiction of Canada. Upon completion of the Transaction, the Resulting Issuer Shares issued in connection with the conversion of the Subscription Receipts will not be subject to any hold period under applicable Canadian securities laws.

Proceeds from the Subscription Receipt Financing will be used by the Resulting Issuer to pay for the costs of the Transaction, to assist in the Resulting Issuer’s growth strategy through acquisitions or otherwise and to fund working capital following the completion of the Transaction.

Non-Brokered Offering

On March 5, 2021, the Company completed the Non-Brokered Subscription Receipt Financing pursuant to which Tribe 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 Subscription Receipt Financing will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, each Subscription Receipt will automatically be converted into a Tribe Common Share, as constituted following the Tribe Consolidation, which will then be exchanged for one Cherry Street Common Share, as constituted following the Cherry Street Consolidation.

In connection with the Non-Brokered Subscription Receipt Financing, the Lead Agent will receive a commission of: (i) 3.5% of gross proceeds in respect of Subscription Receipts sold; and (ii) Compensation Options representing 3.5% of the Subscription Receipts sold, with each Compensation Option exercisable for one post-Tribe Consolidation common share or one Resulting Issuer Share, as applicable.

Each Subscription Receipt and Compensation Option issued pursuant to the Non-Brokered Subscription Receipt Financing is subject to a hold period of four months plus one day from the later of: (i) March 5, 2021; and (ii) the date Tribe becomes a reporting issuer in any jurisdiction of Canada. Upon completion of the Transaction, the Resulting Issuer Shares issued in connection with the conversion of the Subscription Receipts will not be subject to any hold period under applicable Canadian securities laws.

Proceeds from the Non-Brokered Subscription Receipt Financing will be used by the Resulting Issuer to pay for the costs of the Transaction, to assist in the Resulting Issuer’s growth strategy through acquisitions or otherwise and to fund working capital following the completion of the Transaction.

AMALGAMATION AGREEMENT

On February 11, 2021, Cherry Street, Tribe and Cherry Street Subco entered into the Amalgamation Agreement pursuant to which Cherry Street Subco will merge with and into Tribe by way of a threecornered amalgamation under the BCBCA. Cherry Street will be renamed “Tribe Property Technologies Inc.” Holders of Tribe Common Shares will receive Resulting Issuer Shares on a post-Consolidation one for one basis. Pursuant to the Amalgamation Agreement, it is anticipated that Cherry Street will issue 15,529,257 Resulting Issuer Shares to holders of Tribe Common Shares at a deemed issue price of $5.00 per Resulting Issuer Share. It is intended that the Transaction will constitute the “Qualifying Transaction” of Cherry Street, as such term is defined in the policies of the TSXV, and that, as a result of the Transaction, Tribe will be a wholly-owned subsidiary of the Resulting Issuer and be renamed “Tribe Property Holdings Inc.”

In connection with the Amalgamation Agreement, Cherry Street, Tribe and Cherry Street Subco will:

i. complete the Subscription Receipt Financing;

ii. complete the Tribe Consolidation;
iii. complete the Cherry Street Consolidation;
iv. settle the Shareholder Loans; and
v. change the name of the Resulting Issuer to “Tribe Property Technologies Inc.”.

In accordance with the Amalgamation Agreement, it is contemplated that: (i) Cherry Street will complete the Cherry Street Consolidation of its common share capital on the basis of one post-Cherry Street Consolidation common share for every 8.4488 pre-Cherry Street Consolidation common shares, such that Cherry Street will have approximately 361,000 shares outstanding; (ii) Tribe will complete the Tribe Consolidation of its common share capital on the basis of one post-Tribe Consolidation common share for every 9.1719 pre-Tribe Consolidation common shares, such that Tribe will have approximately 12,863,273 Tribe Common Shares outstanding. This includes, presented on a post-Tribe Consolidation basis, Tribe Common Shares issued in connection with the conversion of the Shareholder Loans (253,274 Tribe Common Shares issued upon the conversion of $1,266,365 of the Shareholder Loans), Tribe Common Shares issued in connection with the Gateway Acquisition (200,000 Tribe Common Shares issued); and (iii) Tribe Common Shares issued upon the conversion of the Subscription Receipts (2,665,984 Tribe Common Shares issued).

It is further contemplated that the holders of post-Tribe Consolidation common shares (including those investors in the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing), shareholders which converted the Shareholder Loans, and vendors in connection with the Transaction will receive one post-Cherry Street Consolidation common share in the capital of the Resulting Issuer in exchange for each outstanding post-Tribe Consolidation common share. A finder’s fee of $120,000 is owing to York Plains in connection with the completion of the Transaction. York Plains is an arm’s length party to Cherry Street.

Pursuant to the terms of the Amalgamation Agreement, completion of the Transaction will be subject to a number of conditions, including but not limited to, the reconstitution of the Cherry Street Board to include Joseph Nakhla, Raymond Choy, Andrew Kiguel, Charmaine Crooks and Michael Willis; the reconstitution of Cherry Street management to comprise Joseph Nakhla as Chief Executive Officer, Jim Defer as Chief Financial Officer and John Tims as Corporate Secretary; Cherry Street having adopted the name “Tribe Property Technologies Inc.”; the completion of the Subscription Receipt Financing; the completion of the Gateway Acquisition; the completion of the Cherry Street Consolidation and Tribe Consolidation; the time period for the exercise of dissent rights having expired and Tribe Shareholders having not exercised such dissent rights; Cherry Street having positive working capital of not less than $500,000 after deducting all costs and expenses associated with the Transaction, and prior to payment of any finder’s fees, including payment of $120,000 to York Plains; the recipients of Cherry Street Shares in connection with the Transaction having entered into an escrow agreement in accordance with the policies of the TSXV; approval of the TSXV, shareholders of Tribe and the Registrar of Corporations for the Province of British Columbia; and satisfaction of other closing conditions as are customary in transactions of this nature.

INTERESTS OF INSIDERS AND PROMOTERS

Insiders and promoters of Cherry Street will be treated in the same manner as all other Tribe Shareholders in connection with the Transaction.

Except as disclosed herein, no Insider, promotor or Control Person of the Resulting Issuer and no Associate or Affiliate of any of those persons has any interest in the Transaction other than that which arises from the

holding of Resulting Issuer Shares.

Pursuant to the terms of an escrow purchase agreement dated January 20, 2021, certain shareholders agreed to sell to 2601326 Ontario Inc. 297,000 Cherry Street Shares at $0.25 per Cherry Street Share (the “ Transfer ”).

The following table summarizes the shareholding of each current Insider, promotor or Control Person of Cherry Street, before giving effect to the Transaction (including before the Cherry Street Consolidation). The table also summarizes the shareholding of each current Insider, promotor or Control Person of Cherry Street, before giving effect to the Transfer and after giving effect to the Transfer (in both cases before the Cherry Street Consolidation).

Name of Insider, Promotor or Control Person (including Associates and Affiliates of the Cherry Street)	Issuer Shares owned before the Transaction (including before the Cherry Street Consolidation)	Issuer Shares owned before the Transaction (including before the Cherry Street Consolidation)	Issuer Shares owned before the Transaction (including before the Cherry Street Consolidation)	Issuer Shares owned before the Transaction (including before the Cherry Street Consolidation)
	Number of Cherry Street Shares prior to giving effect to the Transfer	Percentage	Number of Cherry Street Shares after giving effect to the Transfer	Percentage
Rudy Cheddie	400,000	13.11%	340,000	11.14%
2360203 Ontario Ltd.(1)	400,000	13.11%	340,000	11.14%
Robert Faissal	380,000	12.46%	323,000	10.59%
Josh Arbuckle	20,000	0.66%	20,000	0.66%

Notes: (1) This entity is beneficially controlled by Joseph del Moral, an officer and director of Cherry Street.

The following table summarizes the proposed shareholding of each current Insider, promotor or Control Person of Cherry Street, after giving effect to the Transfer and Transaction (including the Consolidations and conversion of the Subscription Receipts).

Name of Insider, Promotor or Control Person (including Associates and Affiliates of the Cherry Street)	Issuer Shares owned after the Transfer and Transaction (including the Consolidations and conversion of the Subscription Receipts)	Issuer Shares owned after the Transfer and Transaction (including the Consolidations and conversion of the Subscription Receipts)
	Number of Cherry Street Shares	Percentage(2)
Rudy Cheddie	40,242	0.25%

2360203 Ontario Ltd.(1)	40,242	0.25%
Robert Faissal	38,230	0.24%
Josh Arbuckle	2,367	0.01%

Notes:

(1) This entity is beneficially controlled by Joseph del Moral, an officer and director of Cherry Street.

(2) Based on 15,890,257 Resulting Issuer Shares issued and outstanding immediately following the Closing.

ARM’S LENGTH PARTY TRANSACTION

The Transaction is an Arm’s Length Transaction under the policies of the TSXV.

SHAREHOLDER APPROVAL

Cherry Street will not be obtaining securityholder approval in connection with the Qualifying Transaction.

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

The Resulting Issuer is expected to have approximately $12,300,000 in working capital available on Closing, assuming completion of the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing. The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives which are summarized in the following table.

	Estimated Amount
Sources of Funds:
Estimated working capital(1)	$45,000
Net proceeds from the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing(2)	$12,274,281
Total Sources	$12,319,281
Principal Purposes of Funds:
Costs related to the Transaction(3)	$497,700
Cash consideration related to the Gateway Acquisition(4)	$5,000,000
Cash repayment of Shareholder Loans(5)	$602,000
Selling, general and administrative expenses for the first 18 months(6)	$525,000
Unallocated working capital to fund ongoing operations and potential future acquisitions	$5,694,581
Total Principal Purposes	$12,319,281

Notes:

(1) Based on working capital of Cherry Street and Tribe as at January 1, 2021 of $707,000 and $(662,000), respectively. (2) Consisting of gross proceeds from the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing of $13,329,920 less legal fees, filing fees, accounting fees and other professional advisory fees related to the Subscription Receipt Financing.
(3) Consisting of $377,700 (professional fees) and the $120,000 finder’s fee payable to York Plains. ”
(4) See “ Part II – Information Concerning Tribe – Significant Acquisitions . (5) Repayment of outstanding Shareholder Loans not settled through the issuance of Tribe Common Shares. (6) Selling, general and administrative expenses not expected to be covered by the gross profits of Tribe, and is comprised of $225,000 (professional fees), $250,000 (marketing and promotion) and $50,000 (travel).

Based on current projections, the Resulting Issuer’s working capital available for funding ongoing operations is expected to meet its expenses for a minimum period of 18 months commencing immediately following Closing.

For additional information, see “ Part III – Information Concerning the Resulting Issuer – Available Funds and Principal Purposes ”.

Notwithstanding the proposed uses of available funds discussed above, there may be circumstances where, for business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to definitively project the total funds necessary to affect the planned activities of the Resulting Issuer. For these reasons, management of Cherry Street considers it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. Further, the above uses of available funds should be considered estimates. See “ Forward-Looking Information ”.

SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Assuming Closing occurred on the date of the Pro Forma Financial Statements the Resulting Issuer would have current liabilities of $2,573,757 and current assets of $8,919,237 for working capital of $6,345,480. Following the Closing, the issued share capital of the Resulting Issuer will be 15,890,257 Resulting Issuer Shares (See “ Part III – Information Concerning the Resulting Issuer – Pro Forma Capitalization ” and the unaudited Pro Forma Financial Statements of the Resulting Issuer as at September 30, 2020, giving effect to the Gateway Acquisition, the Transaction, the Subscription Receipt Financing and the Non-Brokered Subscription Receipt Financing, and attached to this Filing Statement as Appendix D).

The following table contains certain pro forma financial information regarding the Resulting Issuer. This table should be read in conjunction with the pro forma consolidated financial statements of the Resulting Issuer included in this Filing Statement as Appendix D.

Pro Forma Consolidated Statement of Financial Position

	Pro Forma Consolidated Statement of Financial Position for the nine months ended September 30, 2020
Total assets	$21,733,814
Total long and short-term liabilities	$7,601,893
Total shareholders equity	$14,131,921

Pro Forma Consolidated Statement of Loss and Comprehensive Loss

	Pro Forma Statement of Loss and Comprehensive Loss for the nine months ended September 30, 2020
Revenue	$10,355,549
Net loss and comprehensive loss	$(5,548,132)

The following information should be read in conjunction with the financial statements and reports thereon included in this Filing Statement, being:

(a) interim unaudited financial statements of Cherry Street for the nine-month period ended September 30, 2020, and the audited consolidated financial statements of Cherry Street for the years ended December 31, 2019 and 2018, and attached as Appendix A hereto;
(b) interim unaudited condensed consolidated financial statements of Tribe for the six-month period ended October 31, 2020, and the audited consolidated financial statements of Tribe for the years ended April 30, 2020 and 2019, and attached as Appendix B hereto; and
(c) interim unaudited condensed consolidated financial statements of Gateway for the nine-month period ended September 30, 2020, and the audited consolidated financial statements of Gateway for the years ended December 31, 2019 and 2018, and attached as Appendix C hereto.

MARKET FOR SECURITIES AND MARKET PRICE

The Cherry Street Shares are listed on the TSXV under the trading symbol “CHSC.P” and were suspended from trading on September 29, 2020 for failure to complete a Qualifying Transaction within 24 months of listing. The closing market price of the Cherry Street Shares on September 28, 2020, the trading day immediately prior to the day on which trading in the Cherry Street Shares on the TSXV were suspended, was $0.40. It is anticipated that the Resulting Issuer Shares will begin trading on the TSXV following Closing under the symbol “TRBE”. There is currently no public market for the shares of Tribe.

SPONSOR AND AGENT RELATIONSHIP

Sponsorship is required under the policies of the TSXV in connection with a Qualifying Transaction. Cherry Street is relying on a sponsorship exemption under Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements based upon the Subscription Receipt Financing.

CONFLICTS OF INTEREST

Some of the individuals proposed for appointment or acting as directors or officers of the Resulting Issuer upon Closing are also directors, officers, and/or promoters of other reporting and non-reporting issuers. As of the date of this Filing Statement, and to the knowledge of the directors and officers of Cherry Street and Tribe, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers of the Resulting Issuer following Closing. Conflicts of interest, if any, will be subject to, and will be resolved in accordance with, the procedures and remedies under the BCBCA.

INTEREST OF EXPERTS AND OTHERS

The following opinions or reports have been described or included in this Filing Statement: (i) the audit report of Cherry Street for the years ended December 31, 2019 and 2018 as provided by MNP; (ii) the audit report of Tribe for the years ended April 30, 2020 and 2019 as provided by DMCL; and (iii) the audit report of Gateway for the years ended December 31, 2019 and 2018 as provided by DMCL. MNP and DMCL do not (a) have a direct or indirect interest in Cherry Street, Tribe or Gateway; or (b) beneficially own, directly or indirectly, any securities of Cherry Street, Tribe or Gateway, or any Associate or Affiliate of Cherry Street, Tribe or Gateway. Moreover, none of the foregoing Persons or any of their respective directors, officers, or employees is, or expects to be, elected, appointed, or employed as a director, officer, or employee of the Resulting Issuer or its Associates or Affiliates.

MNP has advised Cherry Street and DMCL has advised Tribe and Gateway that it is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Moreover, except as disclosed herein, none of the aforementioned Persons or companies nor any director, officer or employee of any of the aforementioned Persons or companies, currently holds more than 1% of the Cherry Street Shares and, upon completion of the Transaction, is not expected to hold more than 1% of the issued and outstanding Resulting Issuer Shares.

RISK FACTORS

Any investment in Cherry Street and the Resulting Issuer should be considered highly speculative and the transactions contemplated herein should be considered to be of a high-risk nature. Material risk factors associated with the Transaction, the Resulting Issuer and its business include, but are not limited to:

COVID-19;
Failure to satisfy all regulatory requirements for completion of the Transaction;
Following Closing, the Resulting Issuer may issue additional equity securities;
Limited operating history;
Acquisition growth strategy;
Uncertainty of additional funding;
Indebtedness;
Competitive conditions;
Reliance upon management and certain key personnel;
Software product defects;
Third party software;
Risks related to the property management services industry;

Risks related to intellectual property protection;
Conflicts of interest;
Permits and licenses;
Industry regulatory risks;
Political regulatory risks;
Volatility of share price;
Share liquidity;
Dividends;
Litigation;
Holding corporation;
Internal controls over financial reporting and disclosure controls and procedures;
Joint venture or partnership agreements;
Insurance risks;
Information systems and cybersecurity risks;
Environmental risks and hazards;
Foreign exchange rate fluctuations;
Anti-corruption and bribery laws; and
Substantial capital requirements.

For a comprehensive discussion of the risk factors relating to the Transaction and the Resulting Issuer, see “ Risk Factors ”.

CONDITIONAL APPROVAL OF THE TSXV

The Exchange has conditionally accepted the Transaction, subject to Cherry Street fulfilling all of the requirements of the Exchange. There is no assurance that Cherry Street will be able to meet all of such requirements. If Cherry Street is unable to meet all of such requirements, the Transaction will not be completed.

RISK FACTORS

There are a number of risk factors associated with Cherry Street, Tribe and the Transaction. Upon Closing, Tribe’s current business will be the business of the Resulting Issuer. Accordingly, risk factors relating to Tribe’s current business will be risk factors relating to the Resulting Issuer’s business and references to

Tribe in these risk factors should, where the context requires, be read to include the risks to the Resulting Issuer. An investment in the securities of the Resulting Issuer involves significant risks. Investors should carefully consider the risks described below and the other information contained in this Filing Statement before making an investment in the Resulting Issuer. Additional risks and uncertainties not presently known to Cherry Street or Tribe, or that Cherry Street or Tribe currently consider immaterial may also impair the business and operations of the Resulting Issuer and cause the trading price of the Resulting Issuer Shares to decline. If any of the following or other risks occur, the Resulting Issuer’s business, prospects, financial condition, results of operations, and cash flows could be materially adversely impacted. In that event, the trading price of the Resulting Issuer Shares could decline, and you could lose all or part of your investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks.

RISK FACTORS RELATED TO THE TRANSACTION

COVID-19

The Resulting Issuer may face risks related to COVID-19, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. In December 2019, a novel strain of the coronavirus emerged in China, and the virus has now spread globally, including Canada, resulting in a global pandemic. The extent to which COVID-19 will impact the Resulting Issuer’s business, including its business and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Resulting Issuer’s business, including, without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, and other factors that will depend on future developments beyond the Resulting Issuer’s control, which may have a material and adverse effect on the its business, financial condition and results of its business. There can be no assurance that the Resulting Issuer’s personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. In addition, a significant outbreak of COVID-19 could result in a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the Resulting Issuer’s future prospects.

Failure to obtain or satisfy all regulatory requirements necessary for Closing

Closing is subject to, among other things, the acceptance of the TSXV and the receipt of all necessary regulatory approvals. There can be no certainty, nor can either party provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a material adverse effect on the business and affairs of Cherry Street or the trading price of Resulting Issuer Shares after Closing. Unless the failure to obtain required regulatory or third-party approvals or consents would have a material adverse effect on either Cherry Street or, upon Closing, the Resulting Issuer, the parties will be required to complete the Transaction notwithstanding the failure to receive such consents and approvals.

Following Closing, the Resulting Issuer may issue additional equity securities

Following Closing, the Resulting Issuer may issue equity securities to finance its activities, including to finance acquisitions. If the Resulting Issuer were to issue additional Resulting Issuer Shares, existing holders of such shares may experience dilution in the Resulting Issuer. Moreover, if the Resulting Issuer’s

intention to issue additional equity securities becomes publicly known, the Resulting Issuer’s share price may be materially adversely affected.

GENERAL RISKS

Limited operating history

The Resulting Issuer has limited operating history and is still in the early stages of implementing its strategic growth plan of bringing technology-enabled property management services to the multi-unit condo and rental markets. There can be no assurance that market will be receptive to the Resulting Issuer’s product and service offerings, nor that the Resulting Issuer will ever operate profitably. If it fails to achieve profitability, or if the time required to achieve profitability is longer than anticipated, the Resulting Issuer may not be able to sustain its business. Even if the Resulting Issuer does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis.

Acquisition growth strategy

Acquisitions, such as the Gateway Acquisition, are expected to form a key component of the Resulting Issuer’s 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 the Resulting Issuer may have no or limited prior experience and potential loss of key employees. If the Resulting Issuer fails in integration efforts with respect to acquisitions and are unable to efficiently operate as a combined organization, the Resulting Issuer’s business, financial condition and results of operations may be materially adversely affected. In addition, the Resulting Issuer may not be able to identify new acquisition targets or reach acceptable terms to close on additional acquisitions. This may negatively impact the Resulting Issuer’s strategic growth plans and may adversely affect the Resulting Issuer’s business operations.

Uncertainty of additional funding

The Resulting Issuer may require additional funding to complete its business objectives. There is no assurance that it will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Resulting Issuer. Volatile capital markets, a claim against the Resulting Issuer, a significant event disrupting the Resulting Issuer’s business, or other factors may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all. In addition, any future financing may also be dilutive to existing shareholders of the Resulting Issuer.

Indebtedness

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

indebtedness or any other indebtedness which it may incur in the future, the Resulting Issuer would be in default, which could permit the holders of its indebtedness, to accelerate the maturity of such indebtedness. Any default under such indebtedness could have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations.

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

Competitive conditions

The Resulting Issuer actively competes with a substantial number of other real estate technology companies, as well as traditional property management services companies. Many of these competitors have significantly greater financial, technical and human resources than the Resulting Issuer. As a result of this competition, it may prove difficult for the Resulting Issuer to execute its strategic plan, grow its revenues and achieve profitability, all of which may significantly affect the Resulting Issuer’s business operations.

Reliance upon management and certain key personnel

The Resulting Issuer’s success depends upon its continuing ability to attract and retain highly qualified personnel. Competition for such personnel is intense, and the Resulting Issuer 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 the Resulting Issuer is headquartered. In addition, while certain of the proposed directors and officers of the Resulting Issuer have a wealth of experience in the industry in which the Resulting Issuer operates, not all of them have specific experience in such industry. There may be competition for such experienced personnel and there can be no assurance the Resulting Issuer will be able to engage such personnel. If the Resulting Issuer is unable to hire and retain personnel in key positions, its objectives could be adversely affected. The Resulting Issuer does not carry “key man” life insurance covering on any of its directors, officers or other employees.

Software product defects

The Resulting Issuer’s 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 the Resulting Issuer’s products and new errors or defects may be detected in the future. Such errors or defects may damage the Resulting Issuer’s ability to provide its 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 Resulting Issuer to potential litigation and to reputational damage.

Third party software

The Resulting Issuer’s software products incorporate elements that are acquired or licensed from third party vendors. While the Resulting Issuer believes that these elements can be obtained from other sources or can be developed in-house, if one of its current vendors were to stop licensing products to the Resulting Issuer or were to cease business operations, this may interrupt the Resulting Issuer’s ability to provide its products and services to its own customers, which may result in a loss of revenues or may also expose the Resulting Issuer to potential litigation or damages.

Risks related to the property management services industry

The Resulting Issuer operates 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. The Resulting Issuer may be liable for employee actions which may contravene such legislation and regulations promulgated under such legislation. The Resulting Issuer may also be liable for errors or omissions made by employees in the carrying out of the Resulting Issuer’s services to its customers. While the Resulting Issuer has 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 the Resulting Issuer’s claims. In addition, the Resulting Issuer, its 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 the Resulting Issuer’s financial operations.

Risks related to intellectual property protection

The Resulting Issuer’s success will be heavily dependent upon its intangible property and technology. The Resulting Issuer 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. The Resulting Issuer will rely on various methods to protect its 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 the Resulting Issuer to protect its intangible property, technology and information will be adequate to prevent misappropriation or independent third-party development of the Resulting Issuer’s intangible property, technology or processes. It is likely that other companies can develop products and services that are similar to the Resulting Issuer. To the extent that any of the above would occur, revenue could be negatively affected, and in the future, the Resulting Issuer may have to commence litigation to enforce its intangible property rights, which could result in substantial costs and divert management's attention and other resources.

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

The Resulting Issuer may be unable to obtain registrations for its intellectual property rights for various reasons, including refusal by regulatory authorities to register trademarks or other intellectual property protections, prior registrations of which it is not aware, or it may encounter claims from prior users of similar intellectual property in areas where it operates or intends to conduct operations. This could harm its image, brand or competitive position and cause the Resulting Issuer to incur significant penalties and costs.

Conflicts of interest

of interest in negotiating and concluding terms respecting the extent of such participation. The Resulting Issuer and the Resulting Issuer Board will attempt to minimize such conflicts. In the event that such a conflict of interest arises at a meeting of the Resulting Issuer 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 the Resulting Issuer 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 BCBCA. The provisions of the BCBCA require a director or officer of a corporation who has a material interest in a contract or transaction of the corporation, or a director or officer of a corporation who is a director or officer of or has a material interest in a Person who has a material interest in a contract or transaction with the corporation, to disclose his or her interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless permitted under the BCBCA, as the case may be. Other than as indicated, the Resulting Issuer has no other procedures or mechanisms to deal with conflicts of interest.

Permits and licences

The operations of the Resulting Issuer require licences and permits from various governmental and nongovernmental authorities at both the corporate level and the employee level, and the licensing requirements vary depending on the geography and the market. The Resulting Issuer will obtain all necessary licences and permits required to carry out its business operations in compliance with applicable laws and regulations. However, such licences and permits are subject to changes in regulations and in various operating circumstances. There can be no assurance that the Resulting Issuer will be able to obtain all necessary licences and permits required to carry out its business operations.

Industry regulatory risks

The Resulting Issuer operates 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 the Resulting Issuer’s business and financial performance, and failure to comply with any changes in legislation or regulations could subject the Resulting Issuer to fines, litigation and other penalties or damages.

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 the Resulting Issuer’s ability to continue to operate business as it intends to. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

Volatility of share price

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 the Resulting Issuer Shares will be subject to market trends and conditions generally, notwithstanding any potential success of the Resulting Issuer in creating revenues, cash flows, or earnings.

Share liquidity

The Resulting Issuer cannot predict at what prices the Resulting Issuer Shares will trade following Closing, and there can be no assurance that an active trading market in the Resulting Issuer 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 the Resulting Issue Shares may be subject to greater fluctuation and may be difficult to sell. There is a significant liquidity risk associated with an investment in the Resulting Issuer Shares.

Dividends

At the present time it is unlikely Resulting Issuer Shareholders will receive a dividend on the Resulting Issuer Shares.

Litigation

The Resulting Issuer may become party to litigation from time to time in the ordinary course of business which could have a material adverse effect on its business. Should any litigation in which the Resulting Issuer becomes involved be determined against it, such a decision could have a material adverse effect on the Resulting Issuer’s ability to continue operating and the value of the Resulting Issuer Shares and could use significant resources. Even if the Resulting Issuer is involved in litigation and is successful, litigation can redirect significant the Resulting Issuer resources, including the time and attention of management and available working capital.

Holding corporation

The Resulting Issuer will be a holding corporation and a substantial portion of its assets is the capital stock of its subsidiaries. As a result, the holders of the Resulting Issuer Shares are subject to risks attributable to its subsidiaries. As a holding corporation, the Resulting Issuer will conduct substantially all of its business through its subsidiaries, which generate substantially all of its revenue. Consequently, the Resulting Issuer’s cash flows and ability to complete current or desirable future enhancement opportunities will be dependent on the earnings of its subsidiaries and the distribution of those earnings to the Resulting Issuer. The ability of the subsidiaries of the Resulting Issuer to pay dividends and other distributions depend on their operating results and is 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 the Resulting Issuer’s 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 the Resulting Issuer.

Internal controls over financial reporting and disclosure controls and procedures

The Resulting Issuer may face risks if there are deficiencies in its 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 the nature and size of the Resulting Issuer. The Resulting Issuer Board, in conjunction with its 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 the Resulting Issuer’s financial statements being inaccurate and

in future adjustments or restatements of its financial statements, which could have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations, and the price of the Resulting Issuer Shares.

Joint venture agreements

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

Insurance risks

The Resulting Issuer expects to maintain certain insurance policies, such as commercial general liability (CGL) and error and omissions (E&O) policies, to cover risks against certain of the Resulting Issuer’s assets and certain of its 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. The Resulting Issuer may also elect not to insure against certain liabilities due to high premium costs or for other reasons. Furthermore, although the Resulting Issuer expects to maintain insurance against such claims and in such amounts it considers adequate, there is no assurance that such insurance policies will be sufficient to cover each and every claim or loss involving the Resulting Issuer. If the Resulting Issuer were to suffer an uninsured loss, it could have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations.

Information systems and cybersecurity risks

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

The Resulting Issuer’s 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, and destruction or interruption of its 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 the Resulting Issuer being exposed to potential litigation, to interruptions in its ability to deliver its products and services effectively and to reputational damage.

its 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 the Resulting Issuer’s business, financial condition, and results of operations as well as on the Resulting Issuer’s reputation.

Environmental risks and hazards

The Resulting Issuer's 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 the Resulting Issuer’s financial condition and operating results.

Foreign exchange rate fluctuations

Foreign exchange rate fluctuations may adversely affect the Resulting Issuer’s financial position and results. Tribe currently does not have in place a policy for managing or controlling foreign currency risks. Even if such a policy were to be implemented by the Resulting Issuer, there is no assurance that such policy would eliminate this risk.

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 anti-corruption laws. Any failure by the Resulting Issuer, its employees, foreign representatives and consultants or others working on its 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 the Resulting Issuer’s business operations.

Substantial capital requirements

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

PART I – INFORMATION CONCERNING CHERRY STREET

The following information is presented on a pre-Transaction basis and prior to giving effect to the Transaction. See “Part III – Information Concerning the Resulting Issuer” for pro forma business, financial, and share capital information relating to the Resulting Issuer.

CORPORATE STRUCTURE

NAME AND INCORPORATION

The full name of Cherry Street is “Cherry Street Capital Inc.”. Cherry Street was incorporated on June 5, 2017 under the Business Corporations Act (Ontario), and is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. Its common shares are listed for trading on the TSXV. The head office, records office and registered office is located at 77 King Street West, Suite 700, TD North Tower, Toronto, Ontario, M5K 1G8.

Cherry Street has one wholly-owned subsidiary, Cherry Street Subco, a corporation subsisting under the laws of British Columbia. The address of its registered and records office is 885-2200 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

GENERAL DEVELOPMENT OF THE BUSINESS

HISTORY OF THE ISSUER

On September 27, 2018, Cherry Street completed an initial public offering of 1,050,000 Cherry Street Shares at $0.50 per Cherry Street Share. Cherry Street commenced trading on the TSXV under the symbol “CHSC.P” on September 28, 2018. On September 29, 2020, the Cherry Street Shares were suspended by IIROC for failure to complete a Qualifying Transaction within 24 months of listing. Cherry Street is not required to seek shareholder approval to transition to the newly implemented Exchange Policy 2.4 – Capital Pool Companies and, provided Cherry Street completes its Qualifying Transaction by March 31, 2021, will not require shareholder approval for its Qualifying Transaction.

Cherry Street is a CPC, meaning that its principal business is 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 Cherry Street completes a Qualifying Transaction, it will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction. The Amalgamation is intended to be the Cherry Street's Qualifying Transaction.

Cherry Street entered into a letter of intent with Tribe (then referred to as Bazinga Technologies Inc., prior to its name change) on October 28, 2020 and subsequently entered into the Amalgamation Agreement with respect to the Transaction on February 11, 2021. Pursuant to the Letter of Intent, Cherry Street will acquire all of the outstanding share capital of Tribe.

AMALGAMATION AGREEMENT

15,529,257 Resulting Issuer Shares to holders of Tribe Common Shares at a deemed issue price of $5.00 per Resulting Issuer Share. It is intended that the Transaction will constitute the “Qualifying Transaction” of Cherry Street, as such term is defined in the policies of the TSXV, and that, as a result of the Transaction, Tribe will be a wholly-owned subsidiary of the Resulting Issuer and be renamed “Tribe Property Holdings Inc.”

In connection with the Amalgamation Agreement, Cherry Street, Tribe and Cherry Street Subco will:

i. complete the Subscription Receipt Financing;
ii. complete the Tribe Consolidation;
iii. complete the Cherry Street Consolidation;
iv. settle the Shareholder Loans; and
v. change the name of the Resulting Issuer to “Tribe Property Technologies Inc.”.

It is further contemplated that the holders of post-Tribe Consolidation common shares (including those investors in the Subscription Receipt Financing), shareholders which converted the Shareholder Loans, and vendors in connection with the Transaction will receive one post-Cherry Street Consolidation common share in the capital of the Resulting Issuer in exchange for each outstanding post-Tribe Consolidation common share. A finder’s fee of $120,000 is owing to York Plains in connection with the completion of the Transaction. York Plains is an arm’s length party to Cherry Street.

of the TSXV, shareholders of Tribe and the Registrar of Corporations for the Province of British Columbia; and satisfaction of other closing conditions as are customary in transactions of this nature.

SUBSCRIPTION RECEIPT FINANCINGS

Brokered Offering

Non-Brokered Offering

the Transaction, the Resulting Issuer Shares issued in connection with the conversion of the Subscription Receipts will not be subject to any hold period under applicable Canadian securities laws.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS

Selected Financial Information

A summary of selected financial information of Cherry Street for the nine-month interim period ended September 30, 2020, and for the years ended December 31, 2019 and 2018, is as follows and should be read in conjunction with Cherry Street’s interim unaudited consolidated financial statements for the nine-month period ended September 30, 2020, and Cherry Street’s audited consolidated financial statements for the years ended December 31, 2019 and 2018, attached as Appendix A hereto.

	Nine Months Ended September 30, 2020 (unaudited)(1)	Year Ended December 31, 2019 (audited)(1)	Year Ended December 31, 2018 (audited)(1)
Cash Held in Trust	$766,767	$794,063	$834,763
Total Current liabilities	$1,986	$1,092	$12,897
Shareholders’ Equity	$764,781	$792,971	$821,866

Note:

(1) The information presented is derived from the respective interim unaudited consolidated and audited consolidated financial statements which have been prepared by management and are in accordance with IFRS and presented in Canadian dollars and are available on SEDAR.

Management’s Discussion and Analysis

Cherry Street’s MD&A for the nine-month period ended September 30, 2020, and the years ended December 31, 2019 and 2018, are attached as Appendix E hereto.

DESCRIPTION OF THE SECURITIES

The authorized capital of Cherry Street consists of an unlimited number of common shares.

Common Shares

As of the date of the Filing Statement, there are 3,050,000 common shares of Cherry Street issued and outstanding.

Immediately prior to Closing, the Cherry Street Shares will be subject to the Cherry Street Consolidation.

Share Consolidation

In connection with the Amalgamation, one post-consolidation Cherry Street Share will be issued for each 8.4488 pre-consolidation Cherry Street Share. As a result of the Cherry Street Consolidation, 361,000 Cherry Street Shares and 36,100 Cherry Street Shares issuable upon exercise of outstanding options to acquire Cherry Street Shares pursuant to the Stock Option Plan (as defined and described below) will be issued and outstanding immediately after completion of the Cherry Street Consolidation. The Cherry Street Consolidation is to be undertaken in order to align the value of the Cherry Street Shares to the price per Cherry Street Share at which the Transaction will be completed as outlined in the Amalgamation Agreement. The terms of the Cherry Street Consolidation may be further adjusted in the event that Cherry Street has less than $500,000 in working capital following the completion of the Transaction, in order to reduce the number of outstanding Cherry Street Shares outstanding following the completion of the Cherry Street Consolidation by a number equal to such working capital deficiency divided by 5.

Effect of the Share Consolidation

The Cherry Street Consolidation will occur simultaneously for all of Cherry Street’s issued and outstanding common shares and the Cherry Street Consolidation ratio will be the same for all such Cherry Street Shares. The Cherry Street Consolidation will affect all Cherry Street shareholders uniformly and will not affect any shareholder’s percentage ownership interest in Cherry Street, except to the extent that the Cherry Street Consolidation would otherwise result in any shareholder owning a fractional Cherry Street Share. In the event a shareholder would be entitled to receive a fractional Cherry Street Share after the Cherry Street Consolidation, no such fractional share will be issued, but the number of Cherry Street Shares to be received by such Shareholder will be rounded down to the next highest whole number of Cherry Street Shares.

The exercise or conversion price and the number of Cherry Street Shares issuable under any outstanding convertible securities of Cherry Street, including outstanding options to acquire Cherry Street Shares pursuant to the Stock Option Plan, will also be proportionately adjusted.

The Cherry Street Consolidation will take place immediately prior to the completion of the Amalgamation.

STOCK OPTION PLAN

Cherry Street currently maintains a Stock Option Plan, which was approved by the board of directors of Cherry Street on January 12, 2018. The purpose of the Stock Option Plan is 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 Corporation. The number of Cherry Street Shares, the exercise price per Cherry Street Share, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan, from time to time, are determined by the Board at the time of the grant, subject to the defined parameters of the Stock Option Plan and compliance with the policies of the TSXV.

Subject to regulatory approvals, the maximum number of Cherry Street Shares which may be reserved and set aside for issue under the Stock Option Plan after giving effect to the Amalgamation is equal to an unallocated pool of 10% of the issued and outstanding Cherry Street Shares.

The Stock Option Plan is administered by the Board, which has the authority thereunder to delegate its administration and operation to a special committee of directors appointed from time to time by the Board. Participation is limited to directors, officers, employees and consultants providing services to the Corporation. The number of Cherry Street Shares which can be reserved for issuance under the Stock Option Plan: (a) to any individual director or officer shall not exceed 5% of the issued and outstanding

Cherry Street Shares; and (b) to all consultants shall not exceed 2% of the issued and outstanding Cherry Street Shares.

The exercise price of any option cannot be less than the Discounted Market Price of the Cherry Street Shares at the time the option is granted. The exercise period cannot exceed ten years. Options will terminate on the date of expiration specified, ninety days after termination of employment, or one year after the death of the grantee.

The Stock Option Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of Cherry Street’s shares. As of the date of the Filing Statement, options to acquire up to 305,000 Cherry Street Shares have been granted and are outstanding pursuant to the Stock Option Plan, subject to adjustment pursuant to the Cherry Street Consolidation as mentioned above.

On Closing of the Transaction, the Resulting Issuer intends to adopt the stock option plan of Cherry Street. See “Part III – Information Concerning the Resulting Issuer” for stock option plan information relating to the Resulting Issuer.

PRIOR SALES

During the 12-month period prior to the date of this Filing Statement, Cherry Street has not issued any securities.

STOCK EXCHANGE PRICE

The Cherry Street Shares are listed on the TSXV under the trading symbol “CHSC.P” and were suspended from trading on September 29, 2020 for failure to complete a Qualifying Transaction within 24 months of listing. The closing market price of the Cherry Street Shares on September 28, 2020, the trading day immediately prior to the day on which trading in the Cherry Street Shares on the TSXV were suspended, was $0.40. The following table sets out trading information for the Cherry Street Shares for the periods indicated.

Trading Periods	High	Low	Trading Volume
January 2021 – February 2021(1)	N/A	N/A	N/A
December 2020 – January 2021(1)	N/A	N/A	N/A
November 2020 – December 2020(1)	N/A	N/A	N/A
October 2020 – November 2020(1)	N/A	N/A	N/A
September 2020 – October 2020(1)	Nil	Nil	Nil
August 2020 – September 2020	Nil	Nil	Nil
July 2020 – August 2020	Nil	Nil	Nil
June 2020 – July 2020	0.400	0.400	10,000
May 2020 – June 2020	Nil	Nil	Nil
April 2020 – May 2020	0.200	0.200	8,000
March 2020 – April 2020	Nil	Nil	Nil

Trading Periods	High	Low	Trading Volume
February 2020 – March 2020	0.400	0.300	15,000

Notes:

(1) The Cherry Street Shares are listed on the TSXV under the trading symbol “CHSC.P” and were suspended from trading on September 29, 2020 for failure to complete a qualifying transaction within 24 months of listing.

ARM’S LENGTH TRANSACTIONS

The Transaction is not a Non-Arm’s Length Qualifying Transaction within the meaning of the policies of the TSXV.

CONDITIONAL LISTING APPROVAL

LEGAL PROCEEDINGS

As of the date of this Filing Statement, there are no actual or pending material legal proceedings to which Cherry Street is or is likely to be a party, or of which any of its assets are or are likely to be subject. Management of Cherry Street is not currently aware of any legal proceedings contemplated against it.

AUDITOR, TRANSFER AGENT, AND REGISTRAR

The independent auditor of Cherry Street is MNP LLP, located at #300-111 Richmond Street West, Toronto, Ontario, M5H 2G4. The transfer agent and registrar of Cherry Street is TSX Trust Company of Canada located at #301-100 Adelaide Street West, Toronto, Ontario, M5H 1S3. The register on which transfers of the securities of Cherry Street may be recorded is located in Vancouver, British Columbia.

MATERIAL CONTRACTS

Cherry Street is a party to the following material contracts:

the Agency Agreement dated December 11, 2020 among Cherry Street, Tribe and the Agents;
the Subscription Receipt Agreement dated December 11, 2020 among Cherry Street, Tribe, the Lead Agent and the Escrow Agent; and
the Amalgamation Agreement dated February 11, 2021 among Cherry Street, Cherry Street Subco and Tribe.

Copies of these agreements will be available for inspection at the registered office of Cherry Street located at 77 King Street West, Suite 700, TD North Tower, Toronto, Ontario, M5K 1G8, during ordinary business hours from the date hereof until Closing and for a period of 30 days thereafter.

PART II – INFORMATION CONCERNING TRIBE

The following information provided by Tribe is reflective of the current business, financial, and share capital positions of Tribe, respectively. See “Part III – Information Concerning the Resulting Issuer” for pro forma business, financial, and share capital information relating to the Resulting Issuer following the Transaction.

CORPORATE STRUCTURE

Name and Incorporation

Tribe was incorporated under the Business Corporations Act (British Columbia) on December 14, 2011 under the name “Bazinga Technologies Inc.” On November 20, 2020, Tribe changed its name to “Tribe Property Technologies Inc.” Tribe’s registered and records office is located at Unit 1130, 400 Burrard Street, Vancouver, British Columbia, V6C 1M2, and its principal place of business is Unit 419, 1155 West Pender Street, Vancouver, British Columbia, V6E 2P4. The principal business activity of Tribe is offering an integrated technology-enabled property management service model to meet the needs of developers, condominium and residential communities and owners and residents. No public market exists for the Tribe securities.

Intercorporate Relationships

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The preceding chart illustrates Tribe’s organizational structure as of the date of this Filing Statement. The following three companies are wholly-owned subsidiaries of Tribe:

1) Tribe Management Inc., a corporation subsisting under the laws of British Columbia. The address of its registered and records office is 419-1155 West Pender Street, Vancouver, British Columbia, V6E 2P4;

2) Gateway Property Management Corp., a corporation subsisting under the laws of Canada. The address of its registered and records office is 1090, West Georgia Street, Suite 800 Vancouver, British Columbia, V6E 3V7; and
3) RDC Property Services Ltd., a corporation subsisting under the laws of Ontario. The address of its registered and records office is 151 Yonge Street, Suite 1500, Toronto, Ontario, M5C 2W7.

The following company is a wholly-owned subsidiary of Gateway:

1) Gateway West Management Corp., a corporation subsisting under the laws of Alberta. The address of its registered and records office is 1413 – 2nd Street S.W., Calgary, Alberta, T2R 0W7.

GENERAL DEVELOPMENT OF THE BUSINESS

History

2011 - 2017

In 2011, Joseph Nakhla formed Bazinga! Technologies as a developer of community living software solutions. Its flagship product bazinga! is a community engagement platform connecting neighbours living in residential communities.

In 2014, Tribe launched a full suite of tools for property developers, rounding out a platform that offers everything for creating digitally connected residential communities: from construction and homeowner walkthroughs to community management and communication.

On April 5, 2017, Tribe acquired 100% of the common shares of Peterson Residential Property Management for 4,800,000 Tribe Common Shares. Peterson Residential Property Management was a property management services company serving the condo market in British Columbia. Tribe subsequently changed the name of Peterson Residential Property Management to Tribe Management Inc. and it continues to be a wholly owned subsidiary of Tribe.

2018

On September 14, 2018, Tribe acquired certain software-related assets from Pendo Investments Inc. for 4,000,000 Tribe Common Shares. Tribe 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.

2019

On January 31, 2019, Tribe 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’s market penetration within the condo management services sector in British Columbia. False Creek Property Management was subsequently amalgamated into Tribe Management Inc.

2020

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

On December 11, 2020, Tribe completed the Subscription Receipt Financing.

On December 31, 2020, Tribe completed the Gateway Acquisition acquiring Gateway and RDC for an aggregate purchase price of $10,000,000. Gateway and RDC are property management services companies with a network of clients across Canada. The Gateway Acquisition expands Tribe’s geographical footprint in the condo management services sector to the provinces of Alberta and Ontario, as well as significantly increases the scale of Tribe’s rental management business.

2021

Immediately prior to closing the Transaction, Tribe will effect the Tribe Consolidation. As a result, there will be 12,863,273 post-Tribe Consolidation Tribe Common Shares issued and outstanding (as compared to 117,981,036 pre-Tribe Consolidation Tribe Common Shares).

In 2021, Tribe expects no significant changes to its business, other than it will be operating from a larger revenue base following the Gateway Acquisition. It will also continue the integration of Gateway, with a focus on delivering Tribe’s high-touch service delivery model in combination with its broad suite of digital tools across both Gateway’s condo and rental community portfolios.

SIGNIFICANT ACQUISITIONS

On December 31, 2020, Tribe completed the Gateway Acquisition acquiring Gateway and RDC for an aggregate purchase price of $10,000,000. The purchase price will be paid by issuing 1,834,386 pre-Tribe Consolidation Tribe Common Shares to the vendors and issuing the Gateway Promissory Note. The Gateway Promissory Note shall provide for interest of 5% per annum on the outstanding principal amount from time to time. $5,000,000 of the consideration, as evidenced by the Gateway Promissory Note, is to be paid to the vendors in cash upon the release of funds held in escrow from the Subscription Receipt Financing. The balance of the consideration will 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.

Gateway and RDC are property management services companies with a network of clients across Canada. Gateway and RDC’s address of its principal office is #400 11950 80[th] Avenue, Delta, British Columbia V4C 1Y2. The Gateway Acquisition expands Tribe’s geographical footprint in the condo management services sector to the provinces of Alberta and Ontario, as well as significantly increases the scale of Tribe’s rental management business. No prior valuations within the last 12 months have been undertaken with respect to Gateway or RDC. Gateway and RDC are arm’s length to Tribe.

Gateway’s MD&A for the nine months ended September 30, 2020, and the years ended December 31, 2019 and 2018, are attached as hereto Appendix G. Gateway is not a reporting issuer and the MD&A has been prepared solely for inclusion in this Filing Statement and should be read in conjunction with Gateway’s financial statements attached to this Filing Statement as Appendix C. Gateway’s MD&A also contains forward-looking statements, which are subject to a variety of factors that could cause actual results to differ materially from those contemplated by these statements.

AMALGAMATION AGREEMENT

In connection with the Amalgamation Agreement, Cherry Street, Tribe and Cherry Street Subco will:

i. complete the Subscription Receipt Financing;
ii. complete the Tribe Consolidation;
iii. complete the Cherry Street Consolidation;
iv. settle the Shareholder Loans; and
v. change the name of the Resulting Issuer to “Tribe Property Technologies Inc.”.

Consolidation common share for every 8.4488 pre-Cherry Street Consolidation common shares, such that Cherry Street will have approximately 361,000 shares outstanding; (ii) Tribe will complete the Tribe Consolidation of its common share capital on the basis of one post-Tribe Consolidation common share for every 9.1719 pre-Tribe Consolidation common shares, such that Tribe will have approximately 12,863,273 Tribe Common Shares outstanding. This includes, presented on a post-Tribe Consolidation basis, Tribe Common Shares issued in connection with the conversion of the Shareholder Loans (253,274 Tribe Common Shares issued upon the conversion of $1,266,365 of the Shareholder Loans), Tribe Common Shares issued in connection with the Gateway Acquisition (200,000 Tribe Common Shares issued); and (iii) Tribe Common Shares issued upon the conversion of the Subscription Receipts (2,665,984 Tribe Common Shares issued).

It is further contemplated that the holders of post-Tribe Consolidation common shares (including those investors in the Subscription Receipt Financing and the Non-Brokered Subscription Receipt Financing), shareholders which converted the Shareholder Loans, and vendors in connection with the Transaction will receive one post-Cherry Street Consolidation common share in the capital of the Resulting Issuer in exchange for each outstanding post-Tribe Consolidation common share. A finder’s fee of $120,000 is owing to York Plains in connection with the completion of the Transaction. York Plains is an arm’s length party to Cherry Street.

SUBSCRIPTION RECEIPT FINANCINGS

Brokered Offering

3.5% will be issued), with each Compensation Option exercisable for one post-Tribe Consolidation common share or one Resulting Issuer Share, as applicable.

Non-Brokered Offering

NARRATIVE DESCRIPTION OF THE BUSINESS

General

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

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.

Tribe’s 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 Tribe 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, Tribe is 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]

Tribe believes 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 Tribe’s high-touch service model delivered in conjunction with its broad suite of digital tools. It was with this objective in mind that Tribe made the Gateway Acquisition and other historical acquisitions, and may look to make further acquisitions in the future.

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

For the year ended April 30, 2020, approximately 92% of Tribe’s revenues were generated through the provision of its integrated technology-enabled property management services business, while the balance was generated through the sale of its digital products, support and related service. See Appendix B and Appendix F, and “ Part II – Information Concerning Tribe – Selected Financial Information and Management’s Discussion and Analysis ”.

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

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

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.

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 cost-efficiency 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.

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-

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/canada apartment-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-inc301025348.html.

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-ARECHOOSING-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/.

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.

Products and Services

Tribe’s purpose is to simplify residential community living in ecosystems that are becoming increasingly complex. By marrying technology and service in a seamless solution that connects, informs, educates and protects, Tribe provides a one-stop shop for residential community living. Tribe currently markets its holistic offering as a complete end-to-end solution to real estate developers designing new communities, as well as to stakeholders at different stages of the community lifecycle, from existing condominium corporations/HOAs to third-party property management companies.

Pre- and Post-Deficiency Management

Tribe 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 home owners 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.

Technology-Enabled Service Delivery

Tribe develops and offers a technology-enabled management services model based on principally operating in British Columbia’s regulated condo market. These integrated services are focused on improving the living experience of the residents within each community, with a key focus on communication, consistency and transparency. Tribe provides community councils and boards seamless on-demand access to important records, documents and services with full transparency and accountability. For residents, Tribe provides simple communication tools to allow for easier access to amenities/services, giving them a stronger sense of community within their buildings. Tribe’s 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.

Landlord Rental Software

Tribe’s 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 Tribe’s end-toend community solution.

One-Stop-Shop for Residential Community Living

Some of the tools that Tribe offers to real estate developers, property managers, councils, landlords and residents to manage the community lifecycle include:

Sales center digital content
Disclosure statements and budgets
Amenities digitization for communities
Deficiency and warranty management
Digital home manuals
Condo management software (for both front and back offices)
Post-occupancy warranty management
Rental landlord and tenant software

Software Products

Tribe also sells its software tools and solutions to third-parties, such as real estate developers. Some of these developers are located in regions where Tribe management does not currently have a market footprint, or they possess long-standing relationships with other management companies. For our rental software specifically, the end users are typically investor-owners with smaller-sized portfolios. As Tribe looks to expand its rental software product into an enterprise solution, it will likely transition this offering to the broader full service/software solution for the market.

Future Developments

Tribe is building strong, trusting relationships with owners, residents and multi-unit buildings. Through its understanding of the entire residential community living ecosystem, Tribe is looking to improve community living and increase the value of the home or real estate asset. Tribe intends 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-in-class marketplace that will connect vendors and residents and offer valueadded products and services to owners and communities leveraging the scale of Tribe’s customer base.

Operations

Tribe currently employs 161 people and operates offices across Canada in Vancouver, Delta, Victoria, Kelowna, Kamloops, Calgary and Cambridge. All properties are leased commercial facilities.

The property management industry is highly regulated requiring property managers to be properly licensed by the regional real estate councils in which they operate. Tribe’s 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, Tribe also contracts on-site staff and caretakers.

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

Tribe’s goal is to bring together a team consisting of community living experts, product developers, service designers, customer care, software engineers, communications and financial expertise working side-by-side to change the way people view community living, connect with their neighbours and interact with their homes. Tribe believes that this unique pairing of property management and technology sees property managers working closely with software developers in a collaborative technology-hub environment to ensure that the tools created meets the needs of the communities they serve. Tribe believes that the relationship between these two groups creates a dynamic and collaborative working environment that encourages creativity and innovation.

Marketing Plans and Strategies

Tribe targets 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 Tribe’s technology, integrated solutions and understanding of the holistic community living ecosystem. Tribe introduces 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 walk-through period. Tribe counts many of the real estate developers in Canada as existing customers. As a result of the recent Gateway Acquisition, Tribe will be focusing on further penetration of its end-to-end solutions in regions where it now has a more prominent footprint. Tribe’s 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, Tribe’s 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, Tribe’s 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 Tribe’s 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. Tribe’s focus on culture and values, which includes relentless service, gratitude and innovation, supports day-to-day service delivery.

Tribe’s marketing team emphasizes client nurturing as part of its service delivery approach. With communication being a commonly identified industry pain point, Tribe’s 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 Tribe’s business, Tribe generates its revenues by charging a monthly-recurring fee on each building it manages. Traditionally, the industry charges a management rate with additional ancillary services and technology platform fees. Tribe

delivers 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 its direct relationships with owners, residents and buildings, Tribe can unlock value by improving community living and expanding the value of the home, or real estate asset.

Tribe also sells its software and digitization as a standalone product to third-party property management companies as well as property developers who do not utilize Tribe’s property management services solution. Tribe’s 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

Since 2017, Tribe had begun 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 its footprint in the rental management space. For example, the recent Gateway Acquisition further consolidates Tribe’s position in the condo management sector in British Columbia, but also expands its footprint into Ontario and Alberta. Gateway also offers Tribe a strong position in the rental management sector, which Tribe anticipates will significantly increase Tribe’s customer base in this space. Tribe is working to integrate Gateway into the business with a focus on delivering Tribe’s high-touch service delivery model in combination with its broad suite of digital tools across both Gateway’s condo and rental community portfolios nationwide.

Tribe’s acquisition playbook is built on implementing its 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 its 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. Tribe expects 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.

Tribe employs 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.

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 communityliving journey – i.e. tools specifically for construction, in-house property management tools, neighbourhood engagement or landlord-specific features. None of these applications consider the end-to-end lifecycle of residential community living including the actual management function itself. Tribe bringing together a holistic solution comprised of its broad suite of software products offered in conjunction with its 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.

Proprietary Protection

Tribe protects its proprietary rights through a combination of copyright, trademark, trade secret laws and contractual provisions. The source code for Tribe’s software is protected under Canadian and applicable international copyright laws. Tribe currently has no issued patents or pending patent applications.

Tribe also seeks to avoid disclosure of its intellectual property and proprietary information by requiring employees and consultants to execute non-disclosure and assignment of intellectual property agreements. Such agreements require our employees and consultants to assign to Tribe all intellectual property developed in the course of their employment or engagement. Tribe also utilizes non-disclosure agreements to govern interaction with business partners and prospective business partners and other relationships where disclosure of proprietary information may be necessary.

Tribe’s software includes software components licensed from third parties, including open-source software. Tribe believes that it follows industry best practices for using open-source software and that replacements for third-party licensed software are available either as open-source software or on commercially reasonable terms.

Intangible Properties

Brand names

Branding is expected to be integral to the success of Tribe’s 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. Tribe’s brand names include, but are not limited, to: Tribe, Tribe Management, Tribe Property Technologies, Tribe Prop-Tech, Gateway, Gateway Property Management, bazinga, bazinga community, bazinga Build, Pendo, Pendo Rental.

Trademarks

Tribe’s registered trademarks include:

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 management industry-statistics.

Bazinga!
Pendo
Pendo Rent

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

Tribe
Tribe Management
Tribe Property Technologies

Domains

Branding is an integral part of Tribe’s success. Tribe considers the following domains to hold considerable value as intellectual property. These domains include the following:

Tribeproptech.com
Tribepropertytechnologies.com
Tribemgmt.com
Mybazinga.com
Bazingabuild.com
Gatewaypm.com
Gatewayrentals.com
Pen.do

Copyrights

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

SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS

Annual and Interim Information

A summary of selected financial information of Tribe including for the fiscal years ended April 30, 2020 and 2019, and for six-month period ended October 31, 2020 is set out below and should be read in conjunction with Tribe’s audited consolidated financial statements for the fiscal year ended April 30, 2020 and 2019, and the unaudited condensed consolidated interim financial statements for the six-month period ended October 31, 2020, attached as Appendix B.

	Six months ended October 31, 2020 unaudited	Year ended April 30, 2020 audited	Year ended
			April 30, 2019
			audited
Total revenues	$2,273,648	$4,213,193	$2,887,347
Loss from continuing operations	$(3,961,265)	$(2,064,144)	$(2,708,993)
Net loss	$(3,961,265)	$(2,064,144)	$(2,708,993)
Total assets (non-current and current)	$2,317,705	$2,929,198	$4,513,513
Total long-term financial liabilities	$193,170	$279,633	$421,590
Cash dividends declared per share	Nil	Nil	Nil

Management’s Discussion and Analysis

Tribe’s MD&A for the six months ended October 31, 2020, and the years ended April 30, 2020 and 2019, are attached as hereto Appendix F. Tribe is not a reporting issuer and the MD&A has been prepared solely for inclusion in this Filing Statement and should be read in conjunction with Tribe’s financial statements attached to this Filing Statement as Appendix B. Tribe’s MD&A also contains forwardlooking statements, which are subject to a variety of factors that could cause actual results to differ materially from those contemplated by these statements.

As at the date of this Filing Statement there are 117,981,036 Tribe Common Shares issued and outstanding, and nil Class A Preferred Shares issued and outstanding. It is anticipated that once the Tribe Consolidation is effected, there will be approximately 12,863,273 Tribe Common Shares issued and outstanding.

DESCRIPTION OF THE SECURITIES

The authorized share capital of Tribe consists of an unlimited number of voting common shares without par value and 1,868,000 Class A Preferred Shares without par value.

Common Shares

Holders of Tribe Common Shares are entitled to receive notice of and to attend all meetings of Tribe Shareholders and to receive one vote for each common share held. Holders of Tribe Common Shares are entitled to receive dividends as and when declared by the Tribe Board. Upon a liquidation event, subject to the prior rights of any shares ranking senior to the ordinary shares with respect to priority in the distribution of property or assets of Tribe, the Tribe Shareholders will be entitled to receive the remaining property and assets of Tribe. The Tribe Common Shares are not subject to conversion or exchange rights; redemption, retraction, purchase for cancellation, or surrender provisions; sinking or purchase fund provisions; provisions permitting or restricting the issuance of additional securities or any other material restrictions; or provisions requiring a securityholder to contribute additional capital.

Class A Preferred Shares

Holders of Class A Preferred Shares are not entitled to vote at any meeting of the Tribe Shareholders and are not entitled to receive notice of or attend any meetings of the Tribe Shareholders. Holders of Class A Preferred Shares are also not entitled to any payment of dividends by the Tribe Board. Upon a liquidation event, Class A Preferred Shares will rank senior to the Common Shares with respect to the priority in the distribution of property or assets of Tribe. Class A Preferred Shares are redeemable and retractable at the

option of Tribe after a “Triggering Event” (as such term is defined in Tribe’s articles), at the redemption amount of $1.00 per Class A Preferred Share. The Class A Preferred Shares are not subject to conversion or exchange rights; sinking of purchase fund provisions; provisions permitting or restricting the issuance of additional securities or any other material restrictions; or provisions requiring a securityholder to contribute additional capital.

Options

As of the date of the Filing Statement, there are 9,311,618 Tribe Options issued and outstanding, with each Tribe Option exercisable to acquire one Tribe Common Share on payment of the exercise price thereof. It is anticipated that once the Tribe Consolidation is effected, there will be approximately 1,015,070 Tribe Options issued and outstanding.

Subscription Receipts

Concurrently with the Transaction and as a condition to the closing of the Transaction, Tribe completed the Subscription Receipt Financing issuing a total of 2,325,984 Subscription Receipts at a purchase price of $5.00 per Subscription Receipt Subscription Receipts for aggregate gross proceeds of $11,629,920.

Compensation Options

In connection with the Subscription Receipt Financing and as compensation to the Agents, Tribe issued 146,434 Compensation Options with each Compensation Option exercisable for one post-Tribe Consolidation Tribe Common Share or one Resulting Issuer Share, as applicable.

In connection with the Non-Brokered Subscription Receipt Financing and as compensation to the Lead Agent, Tribe will issue 11,900 Compensation Options with each Compensation Option exercisable for one post-Tribe Consolidation Tribe Common Share or one Resulting Issuer Share, as applicable.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As at the date of this Filing Statement, there are no Tribe Common Shares held in escrow or subject to a contractual restriction on transfer. See “ Part III – Information Concerning the Resulting Issuer – Escrowed Securities ”, for details of Resulting Issuer Shares that will be subject to resale restrictions.

Locked-up Securities

exchange, by private placement or otherwise any Tribe Common Shares or Resulting Issuer Shares (or any securities issuable in exchange therefor) or other securities of Tribe convertible into, exchangeable for or exercisable to acquire the Tribe Common Shares or Resulting Issuer Shares, subject to certain exceptions. Under the Lock-Up Agreements, 25% of the locked-up securities will be automatically released on each of the 18[th] , 21[st] , 24[th] and 27[th] month anniversaries of the Escrow Release Date. The Lock-Up Agreements do not apply to Tribe Common Shares issuable in connection with the settlement of Shareholder Loans and any Tribe Common Shares underlying Subscription Receipts.

See “ Part III – Information Concerning the Resulting Issuer – Escrowed Securities ” for further details of the Resulting Issuer Shares that will be subject to the Lock-Up Agreements.

CONSOLIDATED CAPITALIZATION

The following table outlines the capitalization of Tribe:

Designation of Security	Amount Authorized or To Be Authorized	Amount outstanding as at October 31, 2020	Amount Outstanding as at the date of this Filing Statement the Tribe Consolidation and conversion of the Subscription Receipts
Common Shares	Unlimited	108,834,376	15,529,257(1)
Class A Preferred Shares	1,868,000	Nil	Nil
Employee Stock Options	Up to 10% of the Company’s fully diluted shares(2)	3,619,820	1,015,070(3)(4)

Notes:

(1) Following (a) the issuance of 4,897,547 Tribe Common Shares to TY & Sons Investments Inc. and Bayview Equities Ltd for strategic advisory and administrative services, of which TY & Sons Investments Inc. is a Non-Arm's Length Party; (b) the issuance of 1,834,386 Tribe Common Shares pursuant to the Gateway Acquisition; (c) the issuance of 2,323,008 Tribe Common Shares upon the conversion of $1,266,365 of Shareholder Loans to the Aquilini Group, TY & Sons Investments Inc. and Peterson Property Holdings Inc., all of which are Non-Arm’s Length Parties; (d) the issuance of 91,719 Tribe Common Shares to Michael Willis, a Non-Arm’s Length Party, for consulting services; (e) the consolidation of Tribe Common Shares on a 9.1719:1 basis; and (f) the issuance of 2,665,984 post-Tribe Consolidation Tribe Common Shares following the conversion of the Subscription Receipts.

(2) 10% of the total number of Tribe Common Shares issued and outstanding on a fully-diluted basis, not including the stock options of Tribe.

(3) Following the issuance of 5,691,798 Tribe Options and the Tribe Consolidation.
(4) The weighted average exercise price is CDN$4.13.

PRIOR SALES

The following table outlines the issuances of Tribe Common Shares or securities exercisable into Tribe Common Shares within the previous twelve months of the date of this Filing Statement:

Date	Price per Tribe Security ($CDN)	Number of Pre-Tribe Consolidation Securities	Nature of Consideration Received
July 16, 2020	0.30(1)	3,619,820 Tribe Stock Options	Compensation
November 25, 2020	0.5451	3,497,547 Tribe Common Shares	Administrative fee(2)
November 25, 2020	0.5451	1,400,000 Tribe Common Shares	Administrative fee(3)
December 10, 2020	5.00	2,325,984 Subscription Receipts	Cash
December 31, 2020	0.5451	1,834,386 Tribe Common Shares	Component of acquisition consideration in connection with Gateway Acquisition(4)
February 12, 2021	0.5451	2,323,008 Tribe Common Shares	Conversion of Shareholder Loans(5)
February 22, 2021	$0.5451(1)	5,691,798 Tribe Stock Options	Compensation
March 1, 2021	0.5451	91,719 Tribe Common Shares	Consulting fee(6)
March 5, 2021	$5.00	340,000 Subscription Receipts	Cash

Notes:

(1) Exercise price per Tribe Common Share.
(2) Tribe Common Shares paid as an administrative fee for strategic advisory and administrative services performed as per an administrative agreement dated September 9, 2020 between Tribe and TY & Sons Investments Inc., a Non-Arm’s Length Party (381,331 post-Tribe Consolidation Tribe Common Shares).
(3) Tribe Common Shares paid as an administrative fee for strategic advisory and administrative services performed as per an administrative agreement dated September 9, 2020 between Tribe and Bayview Equities Ltd. (152,640 post Tribe Consolidation Tribe Common Shares).
(4) Tribe Common Shares issued to Randall Scott Ullrich, as trustee of the Scott and Sheryl Ullrich Family Trust, and 431961 B.C. Ltd. in connection with the Gateway Acquisition (200,000 post-Tribe Consolidation Tribe Common Shares at a price of $5.00 per Tribe Common Share).
(5) Shares issued to the Aquilini Group, TY & Sons Investments Inc. and Peterson Property Holdings Inc., all of which are Non-Arm’s Length Parties, upon the conversion of $1,266,365 of Shareholder Loans (253,274 post-Tribe Consolidation Tribe Common Shares at a price of $5.00 per Tribe Common Share).
(6) Tribe Common Shares paid as a fee for consulting services performed per a consulting agreement dated December 7, 2020 between Tribe and Michael Willis, a Non-Arm’s Length Party (10,000 post-Tribe Consolidation Tribe Common Shares).

STOCK EXCHANGE PRICE

The Tribe Common Shares are not listed on any stock exchange.

EXECUTIVE COMPENSATION

The compensation of Tribe’s executives is designed to provide market-competitive compensation to attract and retain executives with the management skills required to execute on Tribe’s objectives and to reward executive team members for their contribution to the overall success of Tribe and for achievement of planned business objectives in their own area of responsibility, while also encouraging teamwork and the building of a high performing organization. Tribe also has put a stock option program in place to align the longer-term interests of Tribe’s executives with the investment objectives of Tribe Shareholders

For the purposes of the section, the Named Executive Officers are:

a) Joseph Nakhla, Chief Executive Officer;
b) John Tims, Chief Financial Officer and Corporate Secretary; and
c) Fiona Therrien, Vice President, Management Services.

On February 22, 2021, Jim Defer was appointed as Chief Financial Officer of Tribe and John Tims resigned as Chief Financial Officer while retaining his position as Tribe’s Corporate Secretary.

Compensation Discussion and Analysis

The compensation of Tribe’s executives is designed to provide market-competitive compensation to attract and retain executives with the management skills required to execute on Tribe’s objectives and to reward executive team members for their contribution to the overall success of Tribe and for achievement of planned business objectives in their own area of responsibility, while also encouraging teamwork and the building of a high performing organization. The compensation of Tribe’s executive includes three major elements: (a) base salary; (b) an annual cash bonuses; and (c) a stock option plan. Tribe does not currently have any other long-term incentive plan or pension plan in place.

Base Salary

Base salaries are intended to provide an appropriate level of fixed compensation that will assist in employee retention and recruitment. Base salaries will be based on an assessment of factors such as the executive’s performance, a consideration of competitive compensation levels in companies similar to Tribe and a review of the performance of Tribe as a whole and the role such executive played in such corporate performance.

Cash Bonus

Tribe may award cash bonuses in order to motivate executives to achieve short-term corporate goals. The success of executives in achieving their individual objectives and their contribution to Tribe in reaching its overall goals are factors in the determination of their cash bonus. To date, cash bonuses have been awarded based on revenue-focused targets.

Stock Option Plan

Tribe adopted a stock option plan on May 1, 2013. The purpose of the plan is to provide Tribe with a sharerelated mechanism to attract, retain and motivate qualified directors, officers, employees, consultants and contractors, to provide an incentive to such individuals to contribute toward the long-term goals of Tribe, and to encourage such individuals to acquire shares of Tribe as long-term investments. The number of Tribe

Common Shares available for purchase pursuant to options granted under the plan will not exceed 10% of the total number of Tribe Common Shares issued and outstanding on a fully-diluted basis, not including stock options. The plan is administered by either the Tribe Board, a committee of the Tribe Board or by an administrator appointed by the committee of the Tribe Board. No stock options were granted out of the plan prior to April 30, 2020. Tribe began granting stock options from the plan in the year commencing May 1, 2020 and granted a total of 9,311,618 Tribe Options as at the date of this Filing Statement.

Compensation Governance

Tribe currently does not have a compensation committee. To date, compensation has been determined based on Tribe’s knowledge of the industry in which it operates and based on the knowledge of recruiters that have been hired to fill certain roles within Tribe’s organization. In conjunction with the Transactions or shortly following the Transactions, Tribe expects to establish a compensation committee and develop a more comprehensive compensation plan for the organization.

Summary Compensation Table

The following table sets forth the compensation for the Chief Executive Officer, the Chief Financial Officer and the next most highly compensated executive for the years ended April 30, 2020, 2019 and 2018:

Name and Principal Position	Year	Salary	Share- based Awards	Option- based Awards	Non-equity Incentive Plan Compensation	Pension Value	All Other Compensation(1)	Total Compensation
Joseph Nakhla Chief Executive Officer	2020	$150,000	Nil	Nil	Nil	Nil	$12,035	$162,035
	2019	$150,000	Nil	Nil	Nil	Nil	$12,043	$162,043
	2018	$150,000	Nil	Nil	Nil	Nil	$13,449	$163,449
John Tims Chief Financial Officer and Corporate Secretary(3)	2020	$130,000	Nil	Nil	Nil	Nil	$4,073	$134,073
	2019	$122,659	Nil	Nil	Nil	Nil	$4,184	$126,843
	2018	$119,538	Nil	Nil	Nil	Nil	$5,661	$125,199
Fiona Therrien Vice President Management Services	2020	$130,000	Nil	Nil	$9,000(2)	Nil	$16,538	$155,538
	2019	$122,170	Nil	Nil	Nil	Nil	$14,396	$136,566
	2018	$96,461	Nil	Nil	Nil	Nil	$10,496	$106,957

Notes:

(1) “All Other Compensation” includes travel and cell phone allowances, RRSP matching contributions and Tribe group plan health benefits.

(2) Relates to bonus for customer retention and business development activities.

(3) On February 22, 2021, Jim Defer was appointed as Chief Financial Officer of Tribe and John Tims resigned as Chief Financial Officer while retaining his position as Tribe’s Corporate Secretary.

External management companies

No individuals acting as “Named Executive Officers” of Tribe are acting through external management companies.

Management Contracts

Management functions of Tribe are substantially performed by directors and senior officers of Tribe and not, to any substantial degree, by any other person with whom Tribe has a contract.

Outstanding Share-based Awards and Option-based Awards

As of April 30, 2020, Tribe had not granted any Tribe Options. Tribe began granting Tribe Options from its stock option plan subsequent to year end April 30, 2020 and has granted a total of 4,158,603 Tribe Options to executives as at the date of this Filing Statement.

Incentive Plan Awards – Value Vested or Earned during the Year

As of April 30, 2020, Tribe had not granted any Tribe Options.

Pension Plan Benefits

To date, Tribe has not provided any pension benefits.

Deferred Compensation Plans

To date, Tribe has not adopted a deferred compensation plan.

Employment, Consulting and Management Agreements

The following details the employment agreements of Tribe’s CEO, CFO and Corporate Secretary:

Joseph Nakhla, Chief Executive Officer

On February 1, 2021, Tribe entered into an employment agreement with Joseph Nakhla to act as Chief Executive Officer of Tribe. The agreement provides for a base salary of $250,000 per annum, a car allowance of $7,200 per annum and allows for Mr. Nakhla to participate in Tribe’s employee benefit plans. The agreement also provides for an additional performance bonus based on the gross revenue earned by Tribe in the prior fiscal year, in accordance with the following table:

Fiscal Year Revenue of Tribe, in Millions	Annual Salary Bonus (as a % of Salary)
$15.0 – $25.0	15%
$25.0 – $40.0	25%
$40.0 – $55.0	40%
$55.0 – $75.0	75%
Greater than $75.0	100%

Tribe also granted Tribe Options to Mr. Nakhla to acquire up to an aggregate of 1,834,380 Tribe Common Shares at a purchase price of $0.5451 per Tribe Common Share, with 366,876 Tribe Options vesting immediately on the execution of the employment agreement, and an additional 366,876 Tribe Options to

vest on February 1 of each of the ensuing four years. Mr. Nakhla’s employment agreement also contains confidentiality, non-compete and non-solicitation provisions. Prior to entering into this employment agreement, Mr. Nakhla’s base salary was $150,000 per annum.

Jim Defer, Chief Financial Officer

On February 22, 2021, Tribe entered into an employment agreement with Jim Defer to act as Chief Financial Officer of Tribe. The agreement provides for a base salary of $240,000 per annum and allows for Mr. Defer to participate in Tribe’s employee benefit plans. Tribe also granted Tribe Options to Mr. Defer to acquire up to an aggregate of 1,375,785 Tribe Common Shares at a purchase price of $0.5451 per Tribe Common Share, with 275,157 Tribe Options vesting immediately on execution of the employment agreement, and an additional 275,157 Tribe Options to vest on February 1 of each of the ensuing four years. Mr. Defer's employment agreement also contains confidentiality, non-compete and non-solicitation provisions.

John Tims, Corporate Secretary

On February 22, 2021, Tribe entered into an employment agreement with John Tims to act as Corporate Secretary of Tribe. Concurrently with entering into this agreement, Mr. Tims resigned as Chief Financial Officer of Tribe. The agreement requires Mr. Tims to devote no less than 20 hours per week to the business and provides for a base salary of $75,000 per annum and allows for Mr. Tims to participate in Tribe’s employee benefit plans. Tribe also granted Tribe Option to Mr. Tims to acquire up to an aggregate of 100,000 Tribe Common Shares at a purchase price of $0.5451 per Tribe Common Share, with 50,000 Tribe Options vesting on January 1, 2022 and 50,000 Tribe Options vesting on January 1, 2023. Mr. Tims’ employment agreement also contains confidentiality, non-compete and non-solicitation provisions. Prior to entering into this employment agreement, Mr. Tims’ base salary as Chief Financial Officer and Corporate Secretary was $130,000 per annum.

Termination and Change of Control Benefits

The employment agreement for Tribe’s Chief Executive Officer, Mr. Nakhla, includes a termination clause which provides for eight weeks of severance for every completed year of service to Tribe, commencing February 2013, up to a maximum of ninety-six weeks, in the event Mr. Nakhla is terminated without cause.

The employment agreement for Tribe’s Chief Financial Officer, Mr. Defer, includes a termination clause which provides for four weeks of severance for every completed year of service to Tribe, up to a maximum of twenty-four weeks, in the event Mr. Defer is terminated without cause. In the event of a change of control of Tribe, within the first six months of the occurrence of such change of control, Tribe may terminate Mr. Defer without cause, by providing no less than six month’s written notice or pay in lieu of such notice, or any combination thereof, equal to six month’s salary.

The employment agreement for Tribe’s Corporate Secretary, Mr. John Tims, includes a termination clause which provides for three months of severance in the event Mr. Tims is terminated without cause.

Director Compensation

Historically, the directors of Tribe have been reimbursed for expenses incurred in carrying out their duties as directors but have not otherwise received remuneration for serving on the Tribe Board. The Tribe Board believes that directors should be provided with incentives to focus on long-term shareholder value. The Tribe Board believes that including stock options as part of director compensation helps align the interest of directors with those of the Tribe Shareholders. Tribe began granting Tribe Options from its stock option plan in the year commencing May 1, 2020 and has granted a total of 1,383,438 Tribe Options to non-

executive directors as at the date of this Filing Statement. As of April 30, 2020, Tribe had not granted any Tribe Options to Tribe Board members.

Outstanding Share-based Awards and Option-based Awards

As of April 30, 2020, Tribe had not granted any Tribe Options to Tribe Board members. Tribe began granting Tribe Options from its stock option plan subsequent to year end April 30, 2020 and has granted a total of 1,953,752 Tribe Options to current and incoming Tribe Board members who are not also executives of Tribe as at the date of this Filing Statement.

Incentive Plan Awards – Value Vested or Earned during the Year

As of April 30, 2020, Tribe had not granted any Tribe Options to Tribe Board members.

NON-ARM’S LENGTH PARTY TRANSACTIONS

Except as disclosed below, there have been no transactions within the five years before the date of this Filing Statement, or proposed, in which any director, officer, promoter or principal stockholder of Tribe or associates or affiliates thereof have or have had a material interest. The proposed Transaction is not a NonArm’s Length Party transaction.

Between January 2018 and December 2020 Tribe sold $51,060 of software products and services to affiliates of Aquilini Group. Mr. Paolo Aquilini is a Managing Director and Mr. Harkanwalvir Bill Aujla is the Vice President, Real Estate of the Aquilini Investment Group, an affiliate of the Aquilini Group.
Between September 2012 and April 2020 Tribe sold $33,000 of software products and services to affiliates of TY & Sons Investments Inc. TY & Sons Investments Inc. is wholly-owned by Mr. Talal Yassin.
On September 9, 2020, Tribe entered into an administrative fee agreement with TY & Sons Investments Inc. for the receipt of strategic advisory and administrative services, principally related to the financing and corporate development of Tribe and the pursuit of a going public transaction. In consideration for these services, TY & Sons Investments Inc. received 3,497,547 Tribe Common Shares.
On December 7, 2020, Tribe entered into a consulting agreement with Michael Willis for the receipt of consulting services related to the financing and corporate development of Tribe and the pursuit of a going public transaction. In consideration for these services, Michael Willis received a consulting fee of $80,000, payable $30,000 in cash and 91,719 Tribe Common Shares at a price of $0.5451 per Tribe Common Share.
As at the date of this Filing Statement and following the conversion of $1,266,365 of Shareholder Loans and certain accrued interest, Tribe had Shareholder Loans outstanding with the Aquilini Group, TY & Sons Investments Inc. and Peterson Property Holdings Inc. totaling $599,900 plus accrued interest. Mr. Raymond Choy is a Vice President of Peterson Property Holdings Inc. The Shareholder Loans bear an annual interest rate of 5% accruing monthly and compounding annually. The full principal sum and all interest are due and payable on demand. Tribe has the right to prepay the Shareholder Loans at any time without notice, bonus or penalty. A Shareholder Loan with Peterson Property Holdings Inc. totaling $100,000 plus accrued interest has a maturity date of February 28, 2021. The balance of the Shareholder Loans does not have a specified maturity date.

Tribe expects to repay all the Shareholder Loans, in full, upon the release, from escrow, of the funds from the Subscription Receipt Financing and the Non-Brokered Subscription Receipt Financing.

LEGAL PROCEEDINGS

Tribe 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.

On July 31, 2018, Tribe entered into a settlement agreement with Ascent Real Estate Management Corporation (“ Ascent ”). The settlement agreement related to non-compete provisions included in an employment agreement between Ascent and a former employee that Tribe subsequently hired. Pursuant to the settlement agreement, Tribe agreed to pay Ascent a fixed sum to settle future claims arising with respect to a breach of non-compete provisions included in the aforementioned employment agreement over a period of twenty-two months (the “ Settlement Period ”). The Settlement Period has since expired, and Tribe was never required to pay any claims associated with the settlement agreement.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by Tribe since May 1, 2019 or which are currently still in effect:

a) the Amalgamation Agreement dated February 11, 2021 among Cherry Street, Cherry Street Subco and Tribe;
b) the Agency Agreement dated December 11, 2020 among Cherry Street, Tribe and the Agents;
c) the Subscription Receipt Agreement dated December 11, 2020 among Cherry Street, Tribe, the Lead Agent and the Escrow Agent; and

d) the share purchase agreement dated December 31, 2020 with respect to the Gateway Acquisition.

Copies of these agreements are available for inspection at the registered and records of Tribe, located at 1130-400 Burrard Street, Vancouver, British Columbia, V6C 3A6, during ordinary business hours until the effective date of the Transaction and for a period of 30 days thereafter.

INTERESTS OF EXPERTS

Dale Matheson Carr-Hilton LaBonte LLP provided the auditors’ report accompanying Tribe’s financial statements in respect of the fiscal years ended April 30, 2020 and 2019.

As at the date of this Filing Statement, the partners and associates of Cassels, Brock & Blackwell LLP (counsel to Tribe), beneficially owns or will own, directly or indirectly, none of the issued and outstanding securities of Tribe.

PART III – INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected business, financial, and share capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement. Following Closing, the Resulting Issuer will carry on the businesses currently carried on by Tribe. Refer to various headings under “Part I – Information Concerning Cherry Street” and “Part II – Information Concerning Tribe” for additional information regarding Cherry Street or Tribe.

Refer also to the Pro Forma Financial Statements of the Resulting Issuer attached here to as Appendix D.

NAME AND INCORPORATION

Following the Closing, it is anticipated that the Resulting Issuer will continue to subsist under the OBCA, under the name “Tribe Property Technologies Inc.” and will be listed on the Exchange as a Tier 1 Technology Issuer under the new trading symbol “TRBE”.

The Resulting Issuer’s registered and records office will be located at 77 King Street West, Suite 700, TD North Tower, Toronto, Ontario, M5K 1G8 and its head office will be located at Unit 419, 1155 West Pender Street, Vancouver, British Columbia, V6E 2P4.

INTERCORPORATE RELATIONSHIPS

After giving effect to the Transaction, subject to obtaining TSXV approval and the issuance of the final TSXV bulletin, the Resulting Issuer’s direct and wholly-owned subsidiary will be “Tribe Property Holdings Inc.”, which will continue to subsist under the laws of the Province of British Columbia.

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Tribe Property Holdings Inc.’s direct and wholly-owned subsidiaries will be:

1) Tribe Management Inc., a corporation subsisting under the laws of British Columbia. The address of its registered and records office is 419-1155 West Pender Street, Vancouver, British Columbia, V6E 2P4;
2) Gateway Property Management Corp., a corporation subsisting under the laws of Canada. The address of its registered and records office is 1090, West Georgia Street, Suite 800 Vancouver, British Columbia, V6E 3V7; and
3) RDC Property Services Ltd., a corporation subsisting under the laws of Ontario. The address of its registered and records office is 151 Yonge Street, Suite 1500, Toronto, Ontario, M5C 2W7.

The following company is a wholly-owned subsidiary of Gateway:

1) Gateway West Management Corp., a corporation subsisting under the laws of Alberta. The address of its registered and records office is 1413 – 2nd Street S.W., Calgary, Alberta, T2R 0W7.

AMALGAMATION AGREEMENT

In connection with the Amalgamation Agreement, Cherry Street, Tribe and Cherry Street Subco will:

i. complete the Subscription Receipt Financing;
ii. complete the Tribe Consolidation;
iii. complete the Cherry Street Consolidation;
iv. settle the Shareholder Loans; and
v. change the name of the Resulting Issuer to “Tribe Property Technologies Inc.”.

Common Shares issued in connection with the conversion of the Shareholder Loans (253,274 Tribe Common Shares issued upon the conversion of $1,266,365 of the Shareholder Loans), Tribe Common Shares issued in connection with the Gateway Acquisition (200,000 Tribe Common Shares issued); and (iii) Tribe Common Shares issued upon the conversion of the Subscription Receipts (2,665,984 Tribe Common Shares issued).

NARRATIVE DESCRIPTION OF THE BUSINESS

Following completion of the Transaction, the business of the Resulting Issuer will be the business of Tribe. For a description of the business of Tribe, refer to the discussion under the headings in the section entitled “ Part II - Information Concerning Tribe – Narrative Description of the Business ” and “ Part II - Information Concerning Tribe – General Development of the Business ”.

Stated Business Objectives and Milestones

To accomplish the Resulting Issuer’s stated business objectives, it is believed that the following will need to occur:

Further enhance the holistic community management solution to simplify residential community living through connection, information and integration; increasing value to clients and providing the most comprehensive suite of products and services for building and managing residential communities.
Continue to integrate the Gateway Acquisition with a focus on delivering Tribe’s high-touch service delivery model in combination with its broad suite of digital tools across both Gateway’s condo and rental community portfolios nationwide.

Identify additional acquisitions in new geographical markets and increase Tribe’s penetration of the North American condo and rental management market.
Expand and broaden the team to further integrate community and technology via software engineers, service design, communication and customer experience in our innovation hub.

The foregoing list is not exhaustive of the steps that the Resulting Issuer needs to take to be successful going forward and achievement of the foregoing milestones shall not guarantee success.

Please see “ Risk Factors ”.

DESCRIPTION OF THE SECURITIES

The authorized share capital of the Resulting Issuer will consist of an unlimited number of common shares without par value and an unlimited number of preferred shares (of which none will be issued on Closing), and the rights associated with each Resulting Issuer Share will be the same as the rights associated with each Cherry Street Share. See “Part I – Information Concerning Cherry Street– Description of Securities”.

Common Shares

Following Closing it is anticipated that 15,890,257 Resulting Issuer Shares will be issued and outstanding as fully paid and non-assessable shares, assuming the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing are fully released.

Resulting Issuer Shareholders will be entitled to: (i) dividends, if, as and when declared by the Resulting Issuer Board; (ii) one vote per Resulting Issuer Share at meetings of Resulting Issuer Shareholders; and (iii) share equally in such assets of the Resulting Issuer as are distributable to Resulting Issuer Shareholders upon liquidation. All Resulting Issuer Shares to be outstanding after Closing will be fully paid and nonassessable and shall not be subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital.

Options

At Closing, 1,051,170 Resulting Issuer Options will be issued and outstanding to directors, officers, employees and consultants of the Resulting Issuer, with a $4.13 weighted average exercise price, expiring, on average, 4.4 years from the date of Closing.

Assuming that 15,890,257 Resulting Issuer Shares will be issued and outstanding upon Closing, the Resulting Issuer may grant up to an additional 537,856 Resulting Issuer Options pursuant to the Stock Option Plan.

Holders of Resulting Issuer Options, other than the conversion rights described above, will have no claim to dividend rights, voting rights, rights upon dissolution or winding-up of the Resulting Issuer, pre-emptive rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, or provisions requiring a holder to contribute additional capital (except upon exercise). See “Part III – Information Concerning the Resulting Issuer – Options to Purchase Securities” .

Compensation Options

At Closing, the 146,434 Compensation Options issued to the Agents as part of the Subscription Receipt Financing and the 11,900 Compensation Options issued to the Lead Agent as part of the Non-Brokered Subscription Receipt Financing will each be exercisable for one Resulting Issuer Share.

PRO FORMA CONSOLIDATED CAPITALIZATION

The following table outlines the expected pro forma share capitalization of the Resulting Issuer on Closing.

Designation of Security	Amount Authorized	Amount Outstanding as of Closing(1)
Resulting Issuer Shares	Unlimited	15,890,257
Resulting Issuer Options	1,589,026(2)	1,051,170
Compensation Options	N/A	158,334
TOTAL	N/A	17,099,761

Notes:

(1) As of the date of the Filing Statement, Cherry Street had 3,050,000 Cherry Street Shares and 305,000 Cherry Street Options issued and outstanding. In connection with the Cherry Street Consolidation, it is anticipated that Cherry Street will have 361,000 Cherry Street Shares and 36,100 Cherry Street Options issued and outstanding. As of the Filing Statement, not including any Tribe Common Shares issued in connection with the Subscription Receipting Financing or Non-Brokered Subscription Receipt Financing, Tribe has 117,981,036 Tribe Common Shares, 9,311,618 Tribe Options and 158,334 Compensation Options issued and outstanding. In connection with the Tribe Consolidation and conversion of the Subscription Receipts, it is anticipated that Tribe will have 15,529,257 Tribe Common Shares, 1,015,070 Tribe Options and 158,334 Compensation Options issued and outstanding. (2) See “ Part III – Information Concerning the Resulting Issuer – Options to Purchase Securities ”.

Pro Forma Fully Diluted Share Capital

The following table outlines the expected number and percentage of securities of the Resulting Issuer to be outstanding on a fully diluted basis after giving effect to the Transaction:

	Number of Resulting Issuer Shares	Percentage of Total
Resulting Issuer Shares to be issued to former Tribe Shareholders(1)	12,863,273(1)	75.22%
Resulting Issuer Shares to be issued to former Subscription Receipt holders	2,665,984(2)	15.59%
Resulting Issuer Shares to be issued to Cherry Street Shareholders	361,000(3)	2.11%
Compensation Options	158,334	0.93%
Resulting Issuer Options to be issued to Tribe Optionholders	1,015,070(2)	5.94%
Resulting Issuer Options to be issued to Cherry Street Optionholders	36,100(3)	0.21%
Fully Diluted	17,099,761	100.00%

Notes:

(1) Assuming completion of the Tribe Consolidation, not including Tribe Common Shares issued on conversion of Subscription Receipts.

(2) Assuming conversion of the Subscription Receipts to Tribe Common Shares.

(3) Assuming completion of the Cherry Street Consolidation.

Other than as disclosed above, no other securities will be outstanding which are convertible into, or exchangeable for, Resulting Issuer Shares following Closing.

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

	Estimated Amount
Sources of Funds:
Estimated working capital(1)	$45,000
Net proceeds from the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing(2)	$12,274,281
Total Sources	$12,319,281
Principal Purposes of Funds:
Costs related to the Transaction(3)	$497,700
Cash consideration related to the Gateway Acquisition(4)	$5,000,000
Cash repayment of Shareholder Loans(5)	$602,000
Selling, general and administrative expenses for the first 18 months(6)	$525,000
Unallocated working capital to fund ongoing operations and potential future acquisitions	$5,694,581
Total Principal Purposes	$12,319,281

Notes:

(1) Based on working capital of Cherry Street and Tribe as at January 1, 2021 of $707,000 and $(662,000), respectively. (2) Consisting of gross proceeds from the Subscription Receipt Financing and Non-Brokered Subscription Receipt Financing of $13,329,920 less legal fees, filing fees, accounting fees and other professional advisory fees related to the Subscription Receipt Financing.

(3) Consisting of $377,700 (professional fees) and the $120,000 finder’s fee payable to York Plains. ”
(4) See “ Part II – Information Concerning Tribe – Significant Acquisitions .
(5) Repayment of outstanding Shareholder Loans not settled through the issuance of Tribe Common Shares.

(6) Selling, general and administrative expenses not expected to be covered by the gross profits of Tribe, and is comprised of $225,000 (professional fees), $250,000 (marketing and promotion) and $50,000 (travel).

management of Cherry Street considers it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. Further, the above uses of available funds should be considered estimates. See “ Forward-Looking Information ”.

Dividends

There will be no restrictions in the Resulting Issuer’s articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to Closing. It is not contemplated that any dividends will be paid on the Resulting Issuer Shares in the immediate future following Closing, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer’s business. The Resulting Issuer Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid. See “ Forward-Looking Information ”.

PRINCIPAL SECURITYHOLDERS

Other than as set out below, it is not anticipated that any Person will own of record or beneficially, directly or indirectly, or exercise control or direction over, more than 10% of the Resulting Issuer Shares following Closing.

Number and Percentage of Resulting Issuer Shares to be held Name and Municipality of Residence upon Closing[(1)] Aquilini Group[(2) ] 4,404,964[(5][)] Vancouver, BC 27.72% Canada Talal Yassin[(3) ] 2,717,655[(6)] Vancouver, BC 17.10% Canada Joseph Nakhla[(4) ] 2,135,865[(7)] Vancouver, BC 13.44% Canada

Notes:

(1) Based on 15,890,257 Resulting Issuer Shares issued and outstanding immediately following the Closing.

(2) Resulting Issuer Shares held through 0953184 B.C. Ltd., a company wholly-owned by the Aquilini Group. Paolo Aquilini is the controlling beneficial shareholder of 0953184 B.C. Ltd.

(3) Resulting Issuer Shares held through TY & Sons Investments Inc., a company wholly-owned by Talal Yassin.

(4) Resulting Issuer Shares held through 0944638 B.C. Ltd., a company wholly-owned by Joseph Nakhla.

(5) The Aquilini Group will also control 65,400 Resulting Issuer Options on Closing and 26.14% of the issued and outstanding Resulting Issuer Shares on a fully diluted basis.

(6) Talal Yassin will also hold 32,700 Resulting Issuer Options on Closing and 16.08% of the issued and outstanding Resulting Issuer Shares on a fully diluted basis.

(7) Joseph Nakhla will also hold 232,700 Resulting Issuer Options on Closing and 13.85% of the issued and outstanding Resulting Issuer Shares on a fully diluted basis.

DIRECTORS AND OFFICERS OF THE RESULTING ISSUER

At Closing, the directors and officers of the Resulting Issuer are expected to be the individuals set out below.

Name, Address, Occupation, and Security Holdings

				Number and Percentage of
	Position or Office
Name and				Resulting Issuer Shares
	to be held with	Principal Occupation(s)	Director of Cherry
Municipality				Beneficially Owned, or
	the Resulting	During Past 5 Years	Street or Tribe since(1)(3)
of Residence				Controlled or Directed,
	Issuer
				Directly or Indirectly(2)



Joseph Nakhla Vancouver, BC Canada	Chief Executive Officer	CEO, Tribe Property Technologies Inc.	2011	2,135,865 13.44%(4)
Jim Defer North Vancouver, BC Canada	Chief Financial Officer	CFO, Sustainable Produce Urban Delivery Inc. Director of Finance, USA, Canopy Growth Corp CFO, BC Tweed Joint Venture Inc. CFO, Sunselect Produce Ltd. CFO, Sunniva Medical Inc.	N/A	Nil 0.00%
John Tims Vancouver, BC Canada	Corporate Secretary	CFO, Tribe Property Technologies Inc. CFO, Rhema Health Products Limited	N/A	1,000 0.01%
Raymond Choy(7)(8) Vancouver, BC Canada	Director	President and Board Member of Peterson Group	2017	1,569,782(6) 9.88%(5)
Andrew Kiguel(7) Toronto, ON Canada	Director	CEO, Tokens.com CEO, Hut8 Mining Managing Director, GMP Securities	N/A(9)	Nil 0.00%
Charmaine Crooks(7) Vancouver, BC Canada	Director	President and Director NGU Consultants Inc	N/A(9)	3,562 0.02%

Michael Willis Kirkland, WA USA	Director	CFO, Westport Fuel Systems Inc. CFO, Gevo, Inc.	N/A(9)	10,000 0.06%
Scott Ullrich Vancouver, BC Canada	Director, Gateway Property Management Corp., RDC Property Services Ltd. & Gateway West Management Corp.	CEO and Director, Gateway Property Management Corp., RDC Property Services Ltd. & Gateway West Management Corp.	N/A	220,000 1.38%

Notes:

(1) The term of office of each director of the Resulting Issuer will expire at the next annual general meeting of the Resulting Issuer Shareholders.

(2) Percentages shown are based on 15,890,257 Resulting Issuer Shares issued and outstanding following Closing. As a group, the above noted individuals will hold 24.80% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis.

(3) On January 28, 2021, Cherry Street Shareholders approved the appointment of Joseph Nakhla, Raymond Choy, Andrew Kiguel and Charmaine Crooks to the Resulting Issuer Board.

(4) Held through 0944638 B.C. Ltd., a company wholly-owned by Joseph Nakhla.

(5) Includes Resulting Issuer Shares held Peterson Property Holdings Inc., a company which Raymond Choy is a Vice President.

(6) The 1,569,782 Resulting Issuer Share total excludes 85,000 Resulting Issuer Shares to be donated by Peterson Property Holdings Inc. immediately after closing of the Transaction.

(7) Denotes member of Audit Committee of the Resulting Issuer.

(8) Chair of Audit Committee of the Resulting Issuer.

(9) Andrew Kiguel, Charmaine Crooks and Michael Willis will be appointed to the Resulting Issuer Board concurrent with closing of the Transaction.

(10) In connection with the Transaction, the Resulting Issuer anticipates reconstituting its standing committees.

Management

The Resulting Issuer’s Audit Committee will be comprised of Raymond Choy (Chair), Andrew Kiguel and Charmaine Crooks. All members are considered financially literate and it is anticipated that all members will be considered independent of the Resulting Issuer. There are no other committees of the Resulting Issuer Board at this time. In connection with the Transaction, the Resulting Issuer anticipates reconstituting its standing committees.

In addition to the information set out in the table above, following is some information about the proposed members of the Resulting Issuer Board and management:

Joseph Nakhla (age 47 ) – Director, Chief Executive Officer, President

Mr. Nakhla founded Tribe 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 (DVBIA). 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 will be an employee of the Resulting Issuer and will work fulltime for the Resulting Issuer. Mr. Nakhla has entered into a non-

competition or non-disclosure agreement with the Resulting Issuer. It is anticipated that Mr. Nakhla will not be independent of the Resulting Issuer by virtue of being an executive officer of the Resulting Issuer.

Jim Defer, CPA, CA, CBV (age 55 ) – Chief Financial Officer

Mr. Defer was appointed Chief Financial Officer for Tribe in February 2021. Prior to this, Mr. Defer has 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. Mr. Defer will be an employee of the Resulting Issuer and will work fulltime for the Resulting Issuer. Mr. Defer has entered into a non-competition and non-disclosure agreement with the Resulting Issuer.

John Tims, CPA, CGA (age 66 ) – Corporate Secretary

Mr. Tims has been Chief Financial Officer and Corporate Secretary for Tribe 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. Mr. Tims will be an employee of the Resulting Issuer and will devote no less than 20 hours per week for the Resulting Issuer. Mr. Tims has entered into a non-competition and non-disclosure agreement with the Resulting Issuer.

Raymond Choy (age 42) – 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 will devote as much time as necessary to perform his tasks as an independent director for the Resulting Issuer. Mr. Choy is bound by a non-competition and non-disclosure agreement with the Resulting Issuer. It is anticipated that Mr. Choy will be independent of the Resulting Issuer.

Andrew Kiguel (age 50) – 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 co-founder 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 will devote as much time as necessary to perform his tasks as an independent director for the Resulting Issuer. Mr. Kiguel has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer. It is anticipated that Mr. Kiguel will be independent of the Resulting Issuer.

Charmaine Crooks (age 59) – 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 non-profit 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 will devote as much time as necessary to perform her tasks as an independent director for the Resulting Issuer. Ms. Crooks has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer. It is anticipated that Ms. Crooks will be independent of the Resulting Issuer.

Michael Willis (age 50) – Director

Mr. Willis is currently an independent consultant providing strategic and transactional consulting services to high-growth 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 has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer. It is anticipated that Mr. Willis will be not be independent of the Resulting Issuer by virtue of the consulting fees received in connection with consulting services related to the financing and corporate development of Tribe and the pursuit of a going public transaction.

PROMOTER CONSIDERATION

The directors of the Resulting Issuer are the promoters of the Resulting Issuer. For a description of the number and percentage of common shares in the Resulting Issuer to be beneficially owned, directly or indirectly, or over which direction or control will be exercised by the directors of the Resulting Issuer see below “Information Concerning the Resulting Issuer – Escrowed Securities” .

Mr. Talal Yassin is considered a promoter of Tribe by virtue of serving on the Tribe Board and providing strategic advisory and administrative services, principally related to the financing and corporate development of Tribe, and the pursuit of a going public transaction.

Number and Percentage of Resulting Issuer Shares to be held Name and Municipality of Residence upon Closing[(1)] Talal Yassin[(2) ] 2,717,655[(3)] Vancouver, BC 17.10% Canada

Notes:

(1) Resulting Issuer Shares held through TY & Sons Investments Inc., a company wholly-owned by Talal Yassin.

(2) Talal Yassin will also hold 32,700 Resulting Issuer Options on Closing and 16.08% of the issued and outstanding Resulting Issuer Shares on a fully diluted basis.
(3) Resulting Issuer Shares held through TY & Sons Investments Inc., a company wholly-owned by Talal Yassin.

Between September 2012 and April 2020 Tribe sold $33,000 of software products and services to affiliates of TY & Sons Investments Inc. TY & Sons Investments Inc. is wholly-owned by Mr. Talal Yassin.

On September 9, 2020, Tribe entered into an administrative fee agreement with TY & Sons Investments Inc. for the receipt of strategic advisory and administrative services, principally related to the financing and corporate development of Tribe and the pursuit of a going public transaction. In consideration for these services, TY & Sons Investments Inc. received 3,497,547 Tribe Common Shares.

On February 12, 2021, Tribe issued to TY & Sons Investments Inc. 458,597 Tribe Common Shares in settlement of $249,999.57 of Shareholder Loans. Tribe remains indebted to TY & Sons Investments Inc. in the amount of $490,147.05 of Shareholder Loans. The Shareholder Loan with TY & Sons Investments Inc. bears an annual interest rate of 5% accruing monthly and compounding annually. The full principal sum and all interest are due and payable on demand. Tribe has the right to prepay the TY & Sons Investments Inc. Shareholder Loan at any time without notice, bonus or penalty. The balance of the TY & Sons Investments Inc. Shareholder Loan does not have a specified maturity date. Tribe expects to repay all the TY & Sons Investments Inc. Shareholder Loan, in full, upon the release, from escrow, of the funds from the Subscription Receipt Financing and the Non-Brokered Subscription Receipt Financing.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

No proposed director, officer, or promoter of the Resulting Issuer or securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer is or has, within the past 10 years, been a director, officer, or promoter of any Person or issuer that, while such Person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied that Person or issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days or 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 the assets of that Person.

PENALTIES AND SANCTIONS

No proposed director, officer, or promoter of the Resulting Issuer or shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer or a personal holding corporation of such Persons is or has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions proposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

PERSONAL BANKRUPTCIES

No proposed director, officer, or promoter of the Resulting Issuer or shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding corporation of such Persons is or has, within the past 10 years, become bankrupt, made a proposal under bankruptcy or insolvency legislation, or been subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold their assets.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than transactions carried out in the ordinary course of business of the Resulting Issuer or its subsidiary, or as disclosed elsewhere in this Filing Statement, none of the proposed directors or executive officers of the Resulting Issuer, any shareholder directly or indirectly beneficially owning, or exercising control or direction over, Resulting Issuer Shares carrying more than 10% of the voting rights attached to the Resulting Issuer Shares, nor an associate or affiliate of any of the foregoing persons has had, within the three most recently completed years before the date of this Filing Statement or during the current financial year, any material interest, direct or indirect, in any transactions that materially affected or would materially affect the Resulting Issuer or its subsidiary.

CONFLICTS OF INTEREST

Some of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon Closing are also directors, officers, and/or promoters of other reporting and non-reporting issuers. As of the date of this Filing Statement and to the knowledge of the directors and officers of Cherry Street and Tribe, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers following Closing.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director or officer, or any Associate of such director or officer, of Tribe, or any individual who is proposed to be a director or officer of the Resulting Issuer, is, or has been, at any time during the most recently completed financial year of Tribe, indebted to Tribe.

No director or officer, or any Associate of such director or officer, of Cherry Street, or any individual who is proposed to be a director or officer of the Resulting Issuer, is, or has been, at any time during the most recently completed financial year of Cherry Street, indebted to Cherry Street.

OTHER REPORTING ISSUER EXPERIENCE

The following table sets out the proposed directors, officers, and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers, or promoters of other reporting issuers:

		Name of
	Name and Jurisdiction of
Name		Trading	Position(s) Held	Term
	Reporting Issuer
		Market


Joseph Nakhla	None	N/A	N/A	N/A
Jim Defer	None	N/A	N/A	N/A
John Tims	None	N/A	N/A	N/A
Raymond Choy	None	N/A	N/A	N/A
Andrew Kiguel	Hut 8 Mining Corp.	TSX	CEO	March 2018 – May 2020
Charmaine Crooks	Mimi’s Rock Corp.	TSXV	Director	June 2020 - present
Michael Willis	Westport Fuel Systems Inc.	TSX/Nasdaq	CFO	June 2018 – January 2019

Gevo, Inc. Nasdaq CFO September 2013 – January 2018

PROPOSED EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

The following table sets forth the anticipated compensation for the Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Resulting Issuer following the Transaction. In addition, the following table sets forth the anticipated compensation for Scott Ullrich, President of Gateway and Fiona Therrien, Vice President, Management Services following the Transaction.

Name and Position	Salary, consulting fee, retainer, or commission ($)	Bonus ($)	Share- based awards	Option- based awards	Committee or meeting fees ($)	Value of perquisites(1) ($)	Value of all other compensation(2) ($)	Total Compensation ($)
Joseph Nakhla, Chief Executive Officer	$250,000	$37,500	Nil	Nil	Nil	$7,200	$4,000	$298,700
Jim Defer, Chief Financial Officer	$240,000	Nil	Nil	Nil	Nil	Nil	$4,000	$244,000
John Tims, Corporate Secretary	$75,000	Nil	Nil	Nil	Nil	Nil	$4,000	$79,000
Scott Ullrich, President of Gateway	$150,000	Nil	Nil	Nil	Nil	Nil	$6,300	$156,300
Fiona Therrien, Vice President Management Services	$130,000	$16,900	Nil	Nil	Nil	$5,000	$10,000	$161,900

Notes:

(1) Includes travel and cell phone allowances.

(2) Includes RRSP matching contributions and group plan health benefits.

It is expected that the non-executive directors will be compensated $25,000 per annum to serve as directors of the Resulting Issuer, with the Chair receiving an additional $10,000 per annum. It is also expected that non-executive directors will receive $5,000 per annum for serving on certain committees of the Board of Directors, with the Chair of those committees receiving an additional $2,500 per annum. In addition, directors are to be reimbursed for expenses incurred in carrying out their duties as directors.

Stock option plans and other incentive plans

The Resulting Issuer intends to adopt the stock option plan of Cherry Street.

During the 12-month period following Closing, it is not expected that the Resulting Issuer will grant any share-based awards, being awards granted under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock. See “Forward-Looking Information” .

The Resulting Issuer will likely grant future option-based awards, being awards under an equity incentive plan of options, including, for greater certainty, by granting stock options to its directors, officers, and employees. The timing, amounts, and exercise price of these future option-based awards are not yet determined. Such stock options are expected to be granted under the Stock Option Plan. See “Part III – Information Concerning the Resulting Issuer – Stock Option Plan” .

In connection with the Transaction, the Resulting Issuer anticipates cancelling the Tribe stock option plan.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No individual who is a director or officer of Cherry Street or Tribe, or is proposed to be a director or officer of the Resulting Issuer, or is an Associate of any of the foregoing, is either: (i) indebted to Cherry Street, or Tribe, or will be owed to the Resulting Issuer or any subsidiary of the Resulting Issuer; or (ii) indebted to another entity with such indebtedness being the subject of a guarantee, support agreement, letter of credit, or other similar arrangement or understanding provided by Cherry Street or Tribe.

INVESTOR RELATIONS ARRANGEMENTS

On February 26, 2021, Tribe entered into an agreement with KIN Communications Inc. (“ KIN ”) to provide investor relations service for the Resulting Issuer. That agreement will come into force on Closing and be effective for a period of twelve months. Under the agreement, KIN will be compensated $12,500 plus GST per month and receive 50,000 Resulting Issuer Options. The Options have an exercise price of $5.00 per Resulting Issuer Option and shall vest over a twelve (12) month period, with twenty-five (25%) percent vesting per quarter, commencing on the three (3) month anniversary of issuance, and shall expire two (2) years from the date of issuance.

KIN is a Vancouver, BC based full-service investor relations and shareholder communications provider, and does not beneficially own, directly or indirectly, any securities of Cherry Street, Tribe, or any Associate or Affiliate of Cherry Street or Tribe.

Options to Purchase Securities

There will be 1,051,170 Resulting Issuer Options outstanding immediately following Closing. Other than the foregoing and the Compensation Options, no other securities will be outstanding which are convertible into, or exchangeable for, Resulting Issuer Shares following Closing. Please see “Part III – Information Concerning the Resulting Issuer – Description of Securities – Fully Diluted Share Capital” .

Upon Closing, the outstanding Resulting Issuer Options will be held under the Stock Option Plan by:

Category of Optionee	Number of Resulting Issuer Options	Exercise Price ($/share)	Date of Grant	Market Value of Securities Under Option on Date of Grant	Expiry Date
Officers(1)	48,500 360,900	$2.75 $5.00	07/16/2020 02/22/2021	$78,195(4) $1,335,330(5)	04/30/2025 02/21/2026
Directors (who are not also Officers)(2)	34,880 80,000	$2.75 $5.00	07/16/2020 02/22/2021	$56,236(4) $296,000(5)	04/30/2025 02/21/2026
Officers of subsidiaries(3)	12,000	$5.00	02/22/2021	$44,400(5)	02/21/2026
Directors of subsidiaries (who are not also Officers of subsidiaries)	N/A	N/A	N/A	N/A	N/A
Others (Tribe)	311,150 97,640 70,000	$2.75 $5.00 $5.00	07/16/2020 02/22/2021 02/22/2021	$501,654(4) $361,268(5) $182,700(6)	04/30/2025 02/21/2026 02/21/2023
Others (Cherry Street)	36,100	$4.22	09/27/2018	$114,589	09/27/2023

Notes:

(1) Joseph Nakhla (232,700 Resulting Issuer Options), Jim Defer (150,000 Resulting Issuer Options) and John Tims (26,700 Resulting Issuer Options).
(2) Raymond Choy (52,700 Resulting Issuer Options), Andrew Kiguel (20,000 Resulting Issuer Options) Charmaine Crooks (22,180 Resulting Issuer Options) and Michael Willis (20,000 Resulting Issuer Options).
(3) Scott Ullrich (12,000 Resulting Issuer Options)
(4) Value derived using the Black-Scholes model and the following assumptions: stock price = $2.29; exercise price = $2.75; risk-free rate = 0.33%; term = 4.79 years; volatility = 100%; and dividend yield = 0%.
(5) Value derived using the Black-Scholes model and the following assumptions: stock price = $5.00; exercise price = $5.00; risk-free rate = 0.53%; term = 5.0 years; volatility = 100%; and dividend yield = 0%.
(6) Value derived using the Black-Scholes model and the following assumptions: stock price = $5.00; exercise price = $5.00; risk-free rate = 0.22%; term = 2.0 years; volatility = 100%; and dividend yield = 0%.

Stock Option Plan

The Stock Option Plan of the Resulting Issuer is anticipated to be a 10% rolling plan under which the Resulting Issuer will be authorized to grant that number of Resulting Issuer Options that is equal to 10% of the issued and outstanding Resulting Issuer Shares to employees, officers, directors, and consultants of the Resulting Issuer. In addition, the Stock Option Plan provides that the number of Resulting Issuer Options that may be granted to any individual in any 12-month period cannot exceed 5% of the issued and outstanding Resulting Issuer Shares. Additionally, the number of Resulting Issuer Options that may be granted to any one consultant or person conducting investor relations on behalf of the Resulting Issuer in any 12-month period cannot exceed 2% of the issued and outstanding Resulting Issuer Shares. Resulting Issuer Options shall not be granted to insiders (as a group), within a twelve-month period, if the aggregate number of options exceeds 10% of the issued shares of the Resulting Issuer, calculated at the date an option is granted to any insider, unless the Resulting Issuer has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

If a Participant who is an officer, employee, or consultant ceases to be engaged by the Resulting Issuer, each Resulting Issuer Option held by such Participant shall terminate 90 days after the cessation of such engagement.

Under the Stock Option Plan, the exercise price of each Resulting Issuer Option shall be determined at the time such option is granted, provided that such price shall not be lower than the market price of the Resulting Issuer Shares at the time the Resulting Issuer Option is granted. Resulting Issuer Options can be exercisable for a maximum term of 10 years and vest at the discretion of the Resulting Issuer Board.

ESCROWED SECURITIES

Locked-up Securities

In consideration for 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, 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 Tribe Common Shares or Resulting Issuer Shares (or any securities issuable in exchange therefor) or other securities of Tribe convertible into, exchangeable for or exercisable to acquire the Tribe Common Shares or Resulting Issuer Shares, subject to certain exceptions. Under the Lock-Up Agreements, 25% of the locked-up securities will be automatically released on each of the 18[th] , 21[st] , 24[th] and 27[th] month anniversaries of the Escrow Release Date. The Lock-Up Agreements do not apply to Tribe Common Shares issuable in connection with the settlement of Shareholder Loans and any Tribe Common Shares underlying Subscription Receipts.

Designation of class	Aggregate number of Resulting Issuer Shares subject to resale restrictions	Percentage of class	Expiry date of the resale restrictions
Resulting Issuer Shares	11,199,162	70.48%(1)	27 months from Escrow Release Date
Resulting Issuer Options	410,200	39.02%(2)	27 months from Escrow Release Date

Notes:

(1) Based on 15,890,257 Resulting Issuer Shares issued and outstanding immediately following the Closing.

(2) Based on 1,051,170 Resulting Issuer Options issued and outstanding immediately following the Closing.

Resulting Issuer Escrow Shares

There are two categories of escrow which the Resulting Issuer Shares may be subject to: (i) CPC Escrowed Shares; and (ii) Surplus Securities (as that term is defined in the policies of the Exchange). The CPC Escrowed Shares are subject to the CPC Escrow Agreement, while the Surplus Securities will be subject to a Resulting Issuer Surplus Escrow Agreement to be entered into by the Resulting Issuer, and TSX Trust Company as escrow agent, and each of the Principals (as that term is defined in the policies of the Exchange) of the Resulting Issuer, on the terms and conditions prescribed by Exchange policies.

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 currently subject to the release schedule set out in

“Schedule B(1) – CPC Escrow Securities” of Exchange Form 2F. Assuming the Resulting Issuer Shares are listed on the TSXV as a Tier 1 Issuer, then the release of the CPC Escrowed Shares will be accelerated. An accelerated escrow release for the CPC Escrowed Shares will not commence until the Exchange has issued a bulletin that announces the acceptance for listing of the Resulting Issuer on Tier 1 of the Exchange.

The following table, to the knowledge of Cherry Street and Tribe, lists the names of the shareholders of the Resulting Issuer who will hold Resulting Issuer Shares following the completion of the Transaction, which shares will be CPC Escrowed Shares (on a non-diluted basis).

Name and Municipality of Residence of Securityholder	Designation of Class	Prior to giving effect to the Transaction and Transfer(1)	Prior to giving effect to the Transaction and Transfer(1)	Prior to giving effect to the Transaction and after giving effect to the Transfer(1)	Prior to giving effect to the Transaction and after giving effect to the Transfer(1)	After giving effect to the Transaction(2)	After giving effect to the Transaction(2)
		Number of Cherry Street Shares held in Escrow	Percentage of Class	Number of Cherry Street Shares held in Escrow	Percentage of Class	Number of Resulting Issuer Shares to be held in Escrow	Percentage of Class
2360203 Ontario Ltd. Toronto, Ontario	Cherry Street Shares	400,000	13.11%	340,000	11.14%	40,242	0.25%
Cambridge Capital Ltd. St. Michael, Barbados	Cherry Street Shares	300,000	9.84%	255,000	8.36%	30,182	0.18%
Rudy Cheddie Toronto, Ontario	Cherry Street Shares	400,000	13.11%	340,000	11.14%	40,242	0.25%
CRS Energy Inc. Toronto, Ontario	Cherry Street Shares	100,000	3.28%	85,000	2.78%	10,061	0.06%
Robert G. Faissal Toronto, Ontario	Cherry Street Shares	380,000	12.46%	323,000	10.59%	38,230	0.24%
Samer Basem Toronto, Ontario	Cherry Street Shares	200,000	6.56%	170,000	5.57%	20,121	0.12%
Michael Krstajic Toronto, Ontario	Cherry Street Shares	100,000	3.28%	85,000	2.78%	10,061	0.06%
Gil Ottensoser New Jersey, United States	Cherry Street Shares	100,000	3.28%	85,000	2.78%	10,061	0.06%
Joshua Arbuckle Toronto, Ontario	Cherry Street Shares	20,000	0.66%	20,000	0.66%	2,367	0.01%
2601326 Ontario Inc.	Cherry	Nil	Nil	297,000	9.73%	35,153	0.22%

(3) Street Thornhill, Ontario Shares

Notes:

(1) Based on 3,050,000 Cherry Street Shares currently outstanding.

(2) Based on 15,890,257 Resulting Issuer Shares issued and outstanding upon Closing, after giving effect to the Consolidation. (3) A company wholly-owned by Nawel Seth.

Resulting Issuer Escrowed Securities

Pursuant to Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions upon listing of the Resulting Issuer Shares, all securities of the Resulting Issuer that are held by Principals (as that term is defined in the policies of the Exchange), other than those securities of the Resulting Issuer issued pursuant to the Subscription Receipt Financing, must be placed into escrow.

Upon completion of the Transaction, it is expected that there will be an aggregate of 11,011,828 Resulting Issuer Shares and an aggregate of 181,480 Resulting Issuer Options held pursuant to a Resulting Issuer Surplus Escrow Agreement for Tier 1 issuer to entered into by the Resulting Issuer and the Escrow Agent and the holders of Resulting Issuer Shares subject to such escrow requirements, being the Principals (as that term is defined in the policies of the Exchange) of the Resulting Issuer who will hold securities of the Resulting Issuer on the Closing of the Transaction.

The following table, to the knowledge of Cherry Street and Tribe, lists the names of the securities of the Resulting Issuer who will hold Resulting Issuer Shares following the completion of the Transaction, which shares will be Surplus Securities (on a non-diluted basis).

Name and Municipality of Residence of Securityholder	Resulting Issuer Shares	Resulting Issuer Options	Percentage of Resulting Issuer Shares(1)
Joseph Nakhla(2) Vancouver, British Columbia	2,135,865	32,700	13.44%
John Tims Vancouver, British Columbia	Nil	15,800	Nil
Raymond Choy(3) Vancouver, British Columbia	1,539,782(4)	32,700	9.69%
Charmaine Crooks Vancouver, British Columbia	3,562	2,180	0.02%
Aquilini Group(5) Vancouver, British Columbia	4,404,964	65,400(6)	27.72%
TY & Sons Investments Inc.(7) Vancouver, British Columbia	2,717,655	32,700(8)	17.10%
Scott Ullrich(9) Vancouver, British Columbia	200,000	Nil	1.25%
Michael Willis Kirkland, Washington	10,000	Nil	0.06%

Notes:

(1) Based on 15,890,257 Resulting Issuer Shares issued and outstanding upon Closing, after giving effect to the Consolidation.

(2) Includes Resulting Issuer Shares held by 0944638 B.C. Ltd., a company wholly-owned by Joseph Nakhla.

(3) Includes Resulting Issuer Shares held by Peterson Property Holdings Inc., a company which Raymond Choy is a Vice President.

(4) Resulting Issuer Share total reflects 85,000 Resulting Issuer Shares to be donated by Peterson Property Holdings Inc. immediately after closing of the Transaction.

(5) Resulting Issuer Shares held through 0953184 B.C. Ltd., a company wholly-owned by the Aquilini Group. Paolo Aquilini is the controlling beneficial shareholder of 0953184 B.C. Ltd.

(6) Includes Resulting Issuer Options held by Paolo Aquilini and Harkanwalvir Bill Aujla.

(7) Resulting Issuer Shares held through TY & Sons Investments Inc., a company wholly-owned by Talal Yassin.

(8) Includes Resulting Issuer Options held by Talal Yassin. (9) Includes Resulting Issuer Shared held by Randall Scott Ullrich, as trustee of the Scott and Sheryl Ullrich Family Trust, and 431961 B.C. Ltd.

If the Resulting Issuer meets the Tier 1 listing requirements of the Exchange, the Resulting Issuer Shares and Resulting Issuer Options held pursuant to the Resulting Issuer Surplus Escrow Agreement will be subject to the release schedule set out in “Schedule B(3) – Tier 1 Surplus Security Escrow Agreement” of Exchange Form 5D, which provides for release as follows:

Release Dates	Percentage of Total Escrowed Resulting Issuer Shares and Resulting Issuer Options to be Released
at the time of the Final Exchange Bulletin	10%
6 months after the Final Exchange Bulletin	20%
12 months after the Final Exchange Bulletin	30%
18 months after the Final Exchange Bulletin	40%

Transfer of Resulting Issuer Escrow Shares

Where shares subject to escrow are to be held by a company or trust, such company or trust will be required to agree not to carry out, while its shares are in escrow, any transaction that would result in the change of control of the Resulting Issuer. Any such company will be required to further undertake to the TSXV that, to the extent reasonably possible, it will not permit or authorize any issuance or transfer of securities which could reasonably result in a change of control of the Resulting Issuer.

All holders of Resulting Issuer Escrow Shares and CPC Escrowed Shares must obtain Exchange consent to transfer such shares, other than in specified circumstances set out in the Resulting Issuer Surplus Escrow Agreement and CPC Escrow Agreement.

AUDITORS

The auditors of the Resulting Issuer is expected be Dale Matheson Carr-Hilton LaBonte LLP, located at 1500 West Pender Street, Vancouver, British Columbia, V6E 4G1, Canada.

TRANSFER AGENT AND REGISTRAR

It is expected that TSX Trust Company, which is currently Cherry Street’s registrar and transfer agent, will serve as the Resulting Issuer’s registrar and transfer agent. The register on which transfers of the Resulting Issuer Shares may be recorded is expected to be located in Vancouver, British Columbia, Canada.

RISK FACTORS

Please see “ Risk Factors ”.

PART IV – GENERAL MATTERS

SPONSOR AND AGENT RELATIONSHIP

EXPERTS

The following opinions or reports have been described or included in this Filing Statement: (i) the audit report of Cherry Street for the years ended December 31, 2019 and 2018 as provided by MNP; (ii) the audit report of Tribe for the years ended April 30, 2020 and 2019 as provided by DMCL; and (iii) the audit report of Gateway for the years ended December 31, 2019 and 2018 as provided by DMCL. MNP and DMCL do not (a) have a direct or indirect interest in Cherry Street, Tribe or Gateway; or (b) beneficially own, directly or indirectly, any securities of Cherry Street, Tribe or Gateway, or any Associate or Affiliate of Cherry Street, Tribe or Gateway. MNP and DMCL have advised Cherry Street and Tribe that they are independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

In addition, none of the foregoing Persons or any of their respective directors, officers, or employees is, or expects to be, elected, appointed, or employed as a director, officer, or employee of the Resulting Issuer or its Associates or Affiliates. See “ Forward-Looking Information ”.

Except as disclosed herein, no professional Person who has provided an opinion or report referenced in this Filing Statement currently holds more than 1% of the Cherry Street Shares or Tribe Common Shares and, following Closing, will not hold more than 1% of the issued and outstanding Resulting Issuer Shares.

Moreover, none of the foregoing Persons or any of their respective directors, officers or employees is, or expects to be, elected, appointed or employed as a director, officer or employee of the Resulting Issuer or its Associates or Affiliates.

OTHER MATERIAL FACTS

There are no other material facts about Cherry Street, Tribe, the Resulting Issuer or the Transaction that are not disclosed elsewhere in this Filing Statement.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Filing Statement have been approved by the Cherry Street Board. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than Cherry Street or Tribe, Cherry Street or Tribe, respectively, has relied upon information furnished by such person.

APPENDIX A

FINANCIAL STATEMENTS OF CHERRY STREET CAPITAL INC.

Cherry Street Capital Inc. (A Capital Pool Company)

Unaudited Condensed Interim Financial Statements For the Three and Nine Months Ended September 30, 2020 and 2019 (In Canadian Dollars)

Cherry Street Capital Inc. Unaudited Condensed Interim Statements of Financial Position

(in Canadian dollars)

As at		September 30, 2020	December31,2019	December31,2019
Current assets
Cash held in trust	$	766,767	$	794,063
Total current assets		766,767		794,063
Current Liabilities
Accrued liabilities		1,986		1,092
Total current liabilities		1,986		1,092
Shareholders' equity
Share Capital, net of issuance costs (note 3)		897,076		897,076
Contributed surplus		142,462		142,462
Accumulated deficit		(274,757)		(246,567)
Total Shareholders'equity		764,781		792,971

Total liabilities and shareholders'equity	$	766,767	$	794,063

Subsequent events – Note 6

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

Approved by the Board Rudy Cheddie Joseph Del Moral Director (Signed) Director (Signed)

Cherry Street Capital Inc. Unaudited Condensed Interim Statements of Loss and Comprehensive Loss For the Three Months and Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

						Nine month		Nine month
		Three month		Three month		period		period
		period ended		period ended		ended		ended
		September 30,		September		September		September
		2020		30, 2019		30, 2020		30, 2019
Expenses
Professional fees	$	7,551	$	450	$	17,301	$	11,401
Listing fees		(324)		648		10,889		11,399
Net loss and
comprehensive loss	$	(7,227)	$	(1,098)	$	(28,190)	$	(22,800)
Net loss per share (basic
and diluted)	$	(0.01)	$	(0.00)	$	(0.03)	$	(0.02)
Weighted average
number of shares
outstanding (basic and
diluted)		1,050,000		1,050,000		1,050,000		1,050,000

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

Cherry Street Capital Inc. Unaudited Condensed Interim Statements of Changes in Shareholders’ Equity For the Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

					Total
	Number		Contributed	Accumulated	Shareholders’
	of shares	Share capital	Surplus	deficit	Equity
Balance at January 1,
2019	3,050,000	$897,076	$142,462	$(217,672)	$821,866
Net loss for the period	-	-	-	(22,800)	(22,800)
Balance, September 30,
2019	3,050,000	$897,076	$142,462	$(240,472)	$799,066
Balance at January 1,
2020	3,050,000	$897,076	$142,462	$(246,567)	$792,971
Net loss for the period	-	-	-	(28,190)	(28,190)
Balance, September 30,
2020	3,050,000	$897,076	$142,462	$(274,757)	$764,781

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

Cherry Street Capital Inc. Unaudited Condensed Interim Statements of Cash Flows For the Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

		For the Nine	For the Nine
		Month Period	Month Period
		Ended	Ended
		September 30,	September 30,
		2020	2019
Cash provided by (used in)
Operating activities
Net loss for the period	$	(28,190)	$ (22,800)
Change in accrued liabilities		894	(12,015)
Cash Used inOperating Activities		(27,296)	(34,815)
Net change in cash		(27,296)	(34,815)
Cash beginning of period		794,063	834,763
Cash end of period	$	766,767	$799,948

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

Cherry Street Capital Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three and Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

1. INCORPORATION AND NATURE OF OPERATIONS

Cherry Street Capital Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 5, 2017 and is a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash held in trust. Given the nature of the activities, no separate segmented information is reported. The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Corporation in respect of the sale of its securities or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Corporation. The Corporation is required to complete its QT on or before two years from the date the shares of the Corporation were first listed on the Exchange.

On September 29, 2020, the Corporation was suspended from trading by the Exchange for failing to complete a QT within 24 months from the date of listing.

The head office and the registered head office of the Corporation is located at 77 King Street, suite 700, Toronto, ON M5K 1G8.

On November 27, 2020 the Board of Directors approved the unaudited condensed interim financial statements for the three and nine months ended September 30, 2020 and 2019.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These unaudited interim condensed financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Cherry Street Capital Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months and Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Statement of Compliance (continued)

These unaudited condensed interim financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable, by the measurement at fair value of selected noncurrent assets, financial assets, and financial liabilities. These unaudited condensed interim financial statements are presented in Canadian dollars, which is the Corporation’s functional and presentation currency.

The accounting policies applied by the Corporation in these unaudited condensed interim financial statements are the same as those applied by the Corporation in audited financial statements for the years ended December 31, 2019 and 2018.

3. SHARE CAPITAL

Authorized

Unlimited common shares

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Issued # $
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Issued	#	$
2,000,000 common shares (i)	2,000,000	$ 500,000
1,050,000 common shares (ii)	1,050,000	525,000
Cost of issuance-cash		(100,051)
Cost of issuance-share based payment		(27,873)
Balance, September 30, 2020 and December 31, 2019	3,050,000	$897,076

Escrowed Shares

(i) During the period ended December 31, 2017, the Corporation issued 2,000,000 common shares at $0.25 per share for total proceeds of $500,000.

The 2,000,000 issued common shares will be held in escrow pursuant to the requirements of the Exchange.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued. As a result, the escrow shares have not been contemplated in the weighted-average shares outstanding calculation.

All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow.

3. SHARE CAPITAL (continued)

Cherry Street Capital Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months and Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

Initial Public Offering

(ii) On September 27, 2018, the Corporation completed an initial public offering (“IPO”) of 1,050,000 common shares at $0.50 per share ($525,000). The Corporation paid a commission of 10% of gross proceeds to the Agent (Canaccord Genuity Corp.) and granted the Agent an option purchase up to 105,000 of the common shares issued in the offering exercisable for a period ending twenty-four months from the date the Corporation’s Common Shares are listed on the TSX Venture Exchange, exercisable at $0.50 per share. The Corporation also reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

Options

The Corporation has established a stock option plan for its directors, officers and consultants under which the Corporation may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The options shall not result at any time: (i) the number of shares reserved for issuance pursuant to options granted to Insiders exceeding 10% of the issued and outstanding shares ii) the grant to Insiders within a 12 month period, of a number of options exceeding 10% of outstanding shares or iii) the grant to any one (1) Optionee within a 12 month period, of a number of options exceeding 5% of the issued and outstanding shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and expire within the later of the expiry date or 90 days of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire the earlier of the expiry date of the option or one year after death.

The following table reflects the continuity of stock options and warrants:

	Number of Stock Options	Weighted Average
	and warrants	Exercise Price ($)
January 1, 2018	-	-
Granted (i)	105,000	$0.50
Granted to directors and officers	305,000	$0.50
(ii)
Balance December 31, 2019	410,000	$0.50
Expiration of agents warrants (i)	(105,000)	($0.50)
Balance, September 30, 2020	305,000	$0.50

i. On September 27, 2018, the Corporation granted 105,000 compensation warrants to the Agent, which are exercisable within two years from the date of grant at an exercise price of $0.50 per share. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.19%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants was $27,873. On September 27, 2020, a total of 105,000 agent warrants expired unexercised.
ii. On September 27, 2018, the Corporation granted 305,000 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.50 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.32%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $114,589.

Cherry Street Capital Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months and Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

3. SHARE CAPITAL (continued)

The following table reflects the actual options issued and outstanding as of September 30, 2020:

Expiry Date	Exercise	Weighted Average	Number of	Number of
	Price	Remaining Contractual	Options and	Options and
		Life (years)	Warrants	Warrants Vested
			Outstanding	(Exercisable)
September 27 2023	$0.50	2.99	305,000	305,000

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation’s objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital and deficit, in the definition of capital.

The Corporation's primary objective, with respect to its capital management, is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange policy 2.4.

Risk Disclosures and Fair Values

The Corporation’s financial instruments, consisting of cash held in trust and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2020, the Corporation incurred legal fees of approximately $6,227 (2019-$3,542) for services provided by a law firm whose partner is a director of the Corporation. As at September 30, 2020, $172 (2019-$882) is included in accrued liabilities for these services.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the nine months ended September 30, 2020 and 2019.

6. Subsequent events

Cherry Street Capital Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months and Nine Months Ended September 30, 2020 and 2019 (in Canadian dollars)

On October 28, 2020 the Corporation entered into a letter of intent (“LOI”) with Bazinga Technologies Inc. (“Bazinga”). In accordance with the terms of the LOI, it is anticipated that the Corporation will establish a wholly owned subsidiary which will amalgamate with Bazinga, following which the resulting amalgamated entity will continue as a wholly-owned subsidiary of the Company. The transaction is intended to constitute as the Corporation’s Qualifying Transaction as defined by Policy 2.4 of the TSX Venture Exchange.

Cherry Street Capital Inc. (A Capital Pool Corporation) Financial Statements For the Years Ended December 31, 2019 and 2018 (In Canadian Dollars)

Independent Auditor’s Report

To the Shareholders of Cherry Street Capital Inc.:

Opinion

We have audited the financial statements of Cherry Street Capital Inc. (the "Corporation"), which comprise the statements of financial position as at December 31, 2019 and December 31, 2018, and the statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2019 and December 31, 2018 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Corporation’s financial reporting process.

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Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Pierrette Dosanjh.

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Toronto, Ontario April 28, 2020

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Chartered Professional Accountants Licensed Public Accountants

Cherry Street Capital Inc. Statements of Financial Position (in Canadian dollars)

As at	December 31, 2019 December 31, 2018
Current assets Cash held in trust $	794,063 834,763
Total current assets	794,063 834,763
Current Liabilities Accrued liabilities	1,092 12,897
Shareholders' equity Share Capital, net of issuance costs (note 3) Contributed surplus Accumulated deficit	897,076 897,076 142,462 142,462 (246,567) (217,672)
Total Shareholders'equity	792,971 821,866

Total Liabilities and shareholders'equity $	794,063 834,763
Subsequent Events – Note 7

Approved by the Board Rudy Cheddie Joseph Del Moral Director (Signed) Director (Signed)

The accompanying notes are an integral part of these financial statements.

Cherry Street Capital Inc. Statements of Loss and Comprehensive Loss For the Years Ended December 31, 2019 and 2018

Expenses Professional fees Listing fees Stock-based compensation	Expenses Professional fees Listing fees Stock-based compensation	For the year ended December 31, 2019 For the year ended December 31, 2018 $ 16,198 $ 64,370 12,697 16,584 - 114,589
Net loss and comprehensive loss for the year		$ (28,895) $ (195,543)
Net loss per share (Basic and Diluted)		$ (0.03) $ (0.71)
Weighted average number of shares outstanding (Basic and Diluted)		$ 1,050,000 274,038

The accompanying notes are an integral part of these financial statements .

Cherry Street Capital Inc. Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2019 and 2018

						Total
	Number		Contributed		Accumulated	Shareholders’
	of shares	Share capital	Surplus		deficit	Equity
Balance at January 1,
2018	2,000,000	$494,822	$	-	$ (22,129)	$472,693
Initial Public Offering	1,050,000	525,000		-	-	525,000
Cost of issuance	-	(94,873)		-	-	(94,873)
Issuance of agent
warrants	-	(27,873)		27,873	-	-
Stock-based
compensation	-	-	114,589		-	114,589
Net loss for the year	-	-		-	(195,543)	(195,543)
Balance, December 31
2018	3,050,000	$897,076	$142,462		$(217,672)	$821,866
Balance at January 1,
2019	3,050,000	$897,076	$142,462		$(217,672)	$821,866
Netlossforthe year	-	-		-	(28,895)	(28,895)
Balance, December 31,
2019	3,050,000	897,076	142,462		(246,567)	792,971

The accompanying notes are an integral part of these financial statements

Cherry Street Capital Inc. Statements of Cash Flows For the Years Ended December 31, 2019 and 2018

		Year ended	Year ended
		December 31,	December 31,
		2019	2018
Cash provided by (used in)
Operating activities
Net loss for the year	$	(28,895)	$ (195,543)
Stock-based compensation		-	114,589
Change in deferred offering
costs		-	27,858
Change in accrued liabilities		(11,805)	39
Cash Used inOperating Activities		(40,700)	(53,057)
Financing
Share subscription, net of cash issuance
costs		-	430,127
Cash provided by
financing activities		-	430,127
Net change incash		(40,700)	377,070
Cash beginning of year		834,763	457,693
Cash end of year	$	794,063	$ 834,763

The accompanying notes are an integral part of these financial statements.

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

1. INCORPORATION AND NATURE OF OPERATIONS

Cherry Street Capital Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 5, 2017 and is a Capital Pool Corporation as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash held in trust. Given the nature of the activities, no separate segmented information is reported. The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The head office and the registered head office of the Company is located at 77 King Street, suite 700, Toronto, ON M5K 1G8.

On April 28, 2020 the Board of Directors approved the financial statements for the year ended December 31, 2019.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Use of Estimates and Judgments

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Basis of Presentation

The financial statements are presented in Canadian dollars (“CAD”), which is the Company’s functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding for the relevant period. Common shares escrowed pursuant to the requirements of the Exchange are excluded from the number of outstanding common shares.

Diluted loss per share is computed by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding if potentially dilutive instruments were converted.

Share-based Compensation

Equity-settled share-based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Company’s expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive loss or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Cash is classified as fair value through profit and loss and any period change in fair value is recorded in profit or loss. Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive loss (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash held in trust is a level 1 financial instrument measured at fair value on the statements of financial position.

Income Taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the intention is to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences and deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to be recovered or settled. Deferred tax assets are recognized to the extent that realization of such benefits is probable.

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

3. SHARE CAPITAL

Authorized

Unlimited common shares

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

Issued # $
----- End of picture text -----

Issued	#	$
2,000,000 common shares (i)	2,000,000	$ 500,000
1,050,000 common shares (ii)	1,050,000	525,000
Cost of issuance-cash		(100,051)
Cost of issuance-share based payment		(27,873)
Balance,December31,2018 and2019	3,050,000	$ 897,076

Escrowed Shares

(i) During the period ended December 31, 2017, the Company issued 2,000,000 common shares at $0.25 per share for total proceeds of $500,000.

The 2,000,000 issued common shares will be held in escrow pursuant to the requirements of the Exchange.

All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be subject to escrow.

Initial Public Offering

(ii) On September 27, 2018, the Corporation completed its Initial Public Offering (“IPO”) of 1,050,000 common shares at $0.50 per share ($525,000). The Corporation paid a commission of 10% of the gross proceeds to Canaccord Genuity Corp. (the “Agent”), and granted the Agent warrants to acquire 10% of the common shares issued in the IPO exercisable for a period ending twenty-four months from the closing of the IPO, exercisable at $0.50 per share. The Corporation also paid a corporate finance fee and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

Options

The Company has established a stock option plan for its directors, officers and consultants under which the Company may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The options shall not result at any time: (i) the number of shares reserved for issuance pursuant to options granted to Insiders exceeding 10% of the issued and outstanding shares ii) the grant to Insiders within a 12 month period, of a number of options exceeding 10% of outstanding shares or iii) the grant to any one (1) Optionee within a 12 month period, of a number of options exceeding 5% of the issued

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

3. SHARE CAPITAL - continued

and outstanding shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and expire within the later of the expiry date or 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire the earlier of the expiry date of the option or one year after death.

The following table reflects the continuity of stock options and warrants:

	Number of Stock Options	Weighted Average
	and warrants	Exercise Price ($)
January 1, 2018	-	-
Granted (i)	105,000	$0.50
Granted to directors and officers (ii)	305,000	$0.50
Balance, December 31, 2018 and
2019	410,000	$0.50

i. On September 27, 2018, the Company granted 105,000 compensation warrants to the Agent, which are exercisable within two years from the date of grant at an exercise price of $0.50 per share. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.19%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants was $27,873.
ii. On September 27, 2018, the Company granted 305,000 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.50 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.32%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $114,589.

The following table reflects the actual options issued and outstanding as of December 31, 2019:

Expiry Date	Exercise	Weighted Average	Number of	Number of
	Price	Remaining Contractual	Options and	Options and
		Life (years)	Warrants	Warrants Vested
			Outstanding	(Exercisable)
September 27 2020	$0.50	0.74	105,000	105,000
September 27 2023	$0.50	3.41	305,000	305,000
	$0.50	2.72	410,000	410,000

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Company’s objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Company includes equity, comprised of share capital and deficit, in the definition of capital.

The Company's primary objective, with respect to its capital management, is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange policy 2.4.

Risk Disclosures and Fair Values

The Company’s financial instruments, consisting of cash held in trust and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2019, the Company incurred legal fees of approximately $4,712 (2018 - $38,843) for services provided by a law firm whose partner is a director of the Company. As at December 31, 2019, $1,092 (2018 - $8,665) is included in accrued liabilities for these services. Additionally, the Company incurred stock-based compensation expenses related to directors and officers valued at $nil (2018 - $114,589).

There were no other transactions with related parties and no remuneration was paid to key management personnel during the year ended December 31, 2019.

6. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% (2018 – 26.5%) and the Company’s effective income tax expense is as follows:

	2019	2018
Net loss for the year	$ (28,895)	$ (195,543)
Expected income tax recovery	(7,660)	(51,819)
Share-based compensation	-	30,366
Share issuance costs booked to equity	-	(25,142)
Deferred tax assets not recognized	7,660	46,595
Income tax recovery	$ -	$ -

Cherry Street Capital Inc. Notes to the Financial Statements For the Years Ended December 31, 2019 and 2018

6. INCOME TAXES - continued

At December 31, 2019, the Corporation had non-capital loss for income tax purposes of approximately $178,180 (2018 - $123,689) which can be carried forward to be applied against future taxable income. These losses expire to the extent unutilized against future taxable income as follows:

The Canadian non-capital losses carried forward expire as noted in the table below:

2037	$	22,730
2038		100,970
2039		54,480
	$	178,180

The Corporation also had approximately $76,160 (2018 - $101,745) in un-deducted share issuance costs, which will be expensed for tax purposes over the next two years.

The Corporation has not recorded deferred tax assets related to these unused carry forward losses and share issuance costs as it is not probable that future taxable profits will be available against which these can be deducted.

7. SUBSEQUENT EVENTS

Subsequent to December 31, 2019, financial markets have been negatively impacted by the novel Coronavirus or COVID-19, which was declared a pandemic by the World Health Organization on March 12, 2020. This has resulted in significant economic uncertainty and consequently, it is difficult to reliably measure the potential impact of this uncertainty on our future financial statements.

Cherry Street Capital Inc. (A Capital Pool Corporation)

Financial Statements

For the Year Ended 2017 (In Canadian Dollars)

December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31,

Independent Auditor's Report

To the Shareholders of Cherry Street Capital Inc.:

Opinion

We have audited the financial statements of Cherry Street Capital Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2018 and December 31, 2017, and the statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the year ended December 31, 2018 and for the period from June 5, 2017 (date of incorporation) to December 31, 2017, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and December 31, 2017 and its financial performance and its cash flows for year ended December 31, 2018 and the period from June 5, 2017 to December 31, 2017 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

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Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

The engagement partner on the audit resulting in this independent auditor's report is Pierrette Dosanjh.

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Toronto, Ontario April 26, 2019

Chartered Professional Accountants Licensed Public Accountants

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Cherry Street Capital Inc. Statements of Financial Position

(in Canadian dollars)

As at		December 31, 2018	December31,2017
Current assets
Cash held in trust	$	834,763	457,693
Deferred Offering Costs		-	27,858
Totalcurrent assets		834,763	485,551
Current Liabilities
Accrued liabilities		12,897	12,858
Shareholders' equity
Share Capital, net of issuance costs (note 3)		897,076	494,822
Contributed surplus		142,462	-
Accumulated deficit		(217,672)	(22,129)
Total Shareholders'equity		821,866	472,693

Total Liabilities and shareholders'equity	$	834,763	485,551

The accompanying notes are an integral part of these financial statements.

Approved by the Board	Rudy Cheddie Joseph Del Moral Director(Signed) Director(Signed)

Cherry Street Capital Inc.

Statements of Loss and Comprehensive Loss

For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

			From the Period	From the Period
		For the year	of Incorporation
		ended	(June 5, 2017) to
		December	December 31,
Expenses		31, 2018		2017
Professional fees	$	64,370	$	5,179
Listing fees		16,584		16,950
Stock-based
compensation		114,589		-
Net loss and comprehensive loss for the
year/period	$	(195,543)	$	(22,129)
Net loss per share (Basic
and Diluted)	$	(0.71)	$	(0.00)
Weighted average number of shares outstanding
(Basic and Diluted)	$	274,038		-

The accompanying notes are an integral part of these financial statements .

Cherry Street Capital Inc.

Statements of Changes in Shareholders’ Equity

For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

								Total
	Number			Contributed		Accumulated		Shareholders’
	of shares	Share	capital	Surplus			deficit	Equity
Balance, June 5, 2017	-	$	-	$	-	$	-	$ -
Share Subscription	2,000,000	500,000			-		-	500,000
Cost of issuance	-		(5,178)		-		-	(5,178)
Net loss for the period	-		-		-	(22,129)		(22,129)
Balance, December 31,
2017	2,000,000	$ 494,822		$	-	$ (22,129)		$472,693
Balance at January 1,
2018	2,000,000	$494,822		$	-	$ (22,129)		$472,693
Initial Public Offering	1,050,000	525,000			-		-	525,000
Cost of issuance	-	(94,873)			-		-	(94,873)
Issuance of agent							-	-
warrants	-	(27,873)			27,873
Stock-based
compensation	-		-	114,589			-	114,589
Net loss for the year	-		-		-	(195,543)		(195,543)
Balance, December 31
2018	3,050,000	$897,076		$142,462		$(217,672)		$821,866

The accompanying notes are an integral part of these financial statements.

Cherry Street Capital Inc. Statements of Cash Flows For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

Year ended December 31, 2018	From the date of incorporation (June 5, 2017) to December 31, 2017
Cash provided by (used in) Operating activities Net loss for the year/period $ (195,543) Stock-based compensation 114,589 Change in deferred offering costs 27,858 Change in accrued liabilities 39	$(22,129) - (27,858) 12,858
Cash Used inOperating Activities (53,057)	(37,129)
Financing Share subscription, net of cash issuance costs 430,127	494,822
Cash provided by financing activities 430,127	494,822
Net change in cash 377,070	457,693
Cash beginning of year /period 457,693	-
Cash end of year/ period $ 834,763	$457,693

The accompanying notes are an integral part of these financial statements.

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

1. INCORPORATION AND NATURE OF OPERATIONS

Cherry Street Capital Inc. (“the Company”), was incorporated under the Ontario Business Corporations Act on June 5, 2017 and is classified as a Capital Pool corporation, as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash held in trust. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company, in respect of the sale of its securities, or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. The Company is required to complete its QT on or before two years from the date the Company receives regulatory approval.

The head office and the registered head office of the Company is located at 77 King Street, suite 700, Toronto, ON M5K 1G8.

On April 26, 2019 the Board of Directors approved the financial statements for the year ended December 31, 2018.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

Use of Estimates and Judgments

Basis of Presentation

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Basic and Diluted Loss per Share

Share-based Compensation

Equity-settled share based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Company’s expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Measurement

Cash held in trust is a level 1 financial instrument measured at fair value on the statements of financial position.

Income Taxes

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

2. SIGNIFICANT ACCOUNTING POLICIES – continued

New Accounting Standards issued

IFRS 9, Financial Instruments (“IFRS 9”) was initially issued by the IASB on November 12, 2009 and issued in its completed version in July 2014, and will replace IAS 39, "Financial Instruments: Recognition and Measurement" (“IAS 39”). IFRS 9 replaces the multiple rules in IAS 39 with a single approach to determine whether a financial asset is measured at amortized cost or fair value and a new mixed measurement model for debt instruments having only two categories: amortized cost and fair value. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for financial years beginning on or after January 1, 2018. The company adopted this standard on January 1, 2018, which had no impact on the financial statements

3. SHARE CAPITAL

Authorized

Unlimited common shares

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

Issued # $
----- End of picture text -----

Issued	#	$
2,000,000 common shares (i)	2,000,000	$ 500,000
1,050,000 common shares (ii)	1,050,000	525,000
Cost of issuance-cash		(100,051)
Cost of issuance-share based payment		(27,873)
Balance, December 31, 2018	3,050,000	$ 897,076

Escrowed Shares

(i) During the period ended December 31, 2017, the Company issued 2,000,000 common shares at $0.25 per share for total proceeds of $500,000.

The 2,000,000 issued common shares will be held in escrow pursuant to the requirements of the Exchange.

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

3. SHARE CAPITAL (continued)

Initial Public Offering

(ii) On September 27, 2018, the Company completed an initial public offering (“IPO”) of 1,050,000 common shares at $0.50 per share ($525,000). The Company paid a commission of 10% of gross proceeds to the Agent (Canaccord Genuity Corp.) and granted the Agent an option purchase up to 105,000 of the common shares issued in the offering exercisable for a period ending twenty-four months from the date the Company’s Common Shares are listed on the TSX Venture Exchange, exercisable at $0.50 per share. The Company also reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

Options

Options may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and expire within the later of the expiry date or 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire the earlier of the expiry date of the option or one year after death.

The following table reflects the continuity of stock options and warrants:

	Number of Stock Options	Weighted Average
	and warrants	Exercise Price ($)
January 1, 2018	-	-
Granted (i)	105,000	$0.50
Granted to directors and officers	305,000	$0.50
(ii)
Balance, December 31, 2018	410,000	$0.50

i. On September 27, 2018, the Company granted 105,000 compensation warrants to the Agent, which are exercisable within two years from the date of grant at an exercise price of $0.50 per share. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.19%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants was $27,873.
ii. On September 27, 2018, the Company granted 305,000 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.50 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.32%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $114,589.

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

3. SHARE CAPITAL (continued)

The following table reflects the actual options issued and outstanding as of December 31, 2018:

Expiry Date	Exercise	Weighted Average	Number of	Number of
	Price	Remaining Contractual	Options and	Options and
		Life (years)	Warrants	Warrants Vested
			Outstanding	(Exercisable)
September 27 2020	$0.50	1.74	105,000	105,000
September 27 2023	$0.50	4.41	305,000	305,000
	$0.50	3.72	410,000	410,000

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange policy 2.4.

Risk Disclosures and Fair Values

The Company’s financial instruments, consisting of cash held in trust and accrued liabilities, approximate fair value due to the relatively short term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2018, the Company incurred legal fees of approximately $38,843 (2017-$5,179) for services provided by a law firm whose partner is a director of the Company. As at December 31, 2018, $8,665 (2017-$12,858) is included in accrued liabilities for these services. As at December 31, 2017, $12,858 has been included in deferred offering costs for these services. Additionally, the Company incurred stock-based compensated expenses related to directors and officers valued at $114,589 (2017-nil).

There were no other transactions with related parties and no remuneration was paid to key management personnel during the year ended December 31, 2018.

Cherry Street Capital Inc. Notes to the Financial Statements For the Year Ended December 31, 2018 and for the Period from Incorporation (June 5, 2017) to December 31, 2017

6. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% (2017 – 26.5%) and the Company’s effective income tax expense is as follows:

	2018		2017
Net loss for the period	$ (195,543)	$(22,129)
Expected income tax recovery	(51,819)		(5,864)
Share-based compensation	30,366		-
Share issuance costs booked to equity	(25,142)		(1,372)
Deferred tax assets not recognized	46,595		7,236
Income tax recovery	$-	$	-

Unrecognized deferred tax assets

Deferred taxes are provided as a result of temporary difference that arise due to the difference between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	2018	2017
Share issuance costs – 20(1) (e)	$ 79,445	$ 4,582
Non-capital losses carried forward–Canada	123,689	22,724

The Canadian non-capital loss carry forwards expire as noted in the table below:

2037	$	22,724
2038		100,965
	$	123,689

APPENDIX B

FINANCIAL STATEMENTS OF TRIBE PROPERTY TECHNOLOGIES INC.

TRIBE PROPERTY TECHNOLOGIES INC.

Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

TRIBE PROPERTY TECHNOLOGIES INC. Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian Dollars)

As at	October 31, 2020	October 31, 2020	April 30, 2020	April 30, 2020
		(unaudited)
ASSETS
Current assets
Cash	$	45,300	$	119,433
Receivables		106,739		526,402
Prepaid expenses		25,235		15,392
		177,274		661,227
Property and equipment (Note 5)		565,216		667,058
Intangible assets		858,159		883,857
Goodwill		717,056		717,056
TOTAL ASSETS	$	2,317,705	$	2,929,198
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	833,729	$	719,537
Deferred revenue (Note 6)		167,919		229,446
Short-term debt		66,048		28,247
Demand loan		219,350		248,375
Current portion of lease obligations (Note 7)		232,681		214,195
Due to relatedparties(Note 12)		1,666,047		1,625,873
		3,185,774		3,065,673
Deferred tax liability		73,502		73,502
Lease obligations(Note 7)		119,668		206,131
TOTAL LIABILITIES		3,378,944		3,345,306
SHAREHOLDERS’ EQUITY (DEFICIT)
Share capital (Note 8)		15,692,168		15,692,168
Shares issuable (Notes 8 and Note 12)		2,669,653		-
Reserve (Note 9)		646,481		-
Accumulated deficit		(20,069,541)		(16,108,276)
TOTAL SHAREHOLDERS’ DEFICIT		(1,061,239)		(416,108)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY(DEFICIT)	$	2,317,705	$	2,929,198

Subsequent Events (Note 13)

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on March 9, 2021. They are signed on behalf of the Board of Directors by:

/s/ “Joseph Nakhla” /s/ “Raymond Choy” CEO and Director Director

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

TRIBE PROPERTY TECHNOLOGIES INC. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars – unaudited)

	For the Three Months Ended	For the Six Months Ended
	October 31, 2020 October 31, 2019	October 31, 2020 October 31, 2019
REVENUE(Note 3) $ 1,149,266 $ 1,028,726 $		2,273,648 $ 2,037,723

OPERATING EXPENSES
Cost of property management and digital services 801,219 861,409		1,441,533 1,709,558
Selling, general and administrative expenses (Note 4) 668,168 566,710		1,256,829 1,135,431
Depreciation (Note 5) 98,921 88,255		132,426 181,498
Amortization of intangible assets 12,849 12,850		25,698 25,699
Stock based compensation (Notes 9 and 12) - -		646,481 -
Transaction costs(Note 8) 2,669,653 -		2,669,653 -
INCOME (LOSS) FROM OPERATIONS (3,101,544) (500,498)		(3,898,972) (1,014,463)

OTHER INCOME AND EXPENSES
Interest expense (Note 7) (30,590) (11,528)		(61,991) (23,238)
Foreign exchangegain(loss) 162 (37)		(302) (81)
NET LOSS AND COMPREHENSIVE LOSS $(3,131,972) $ (512,063) $		(3,961,265) $ (1,037,782)

BASIC AND DILUTED LOSS PER SHARE $ 0.03 $0.00 $		0.04 $0.01
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 108,834,376 108,834,376		108,834,376 108,834,376

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

TRIBE PROPERTY TECHNOLOGIES INC. Condensed Consolidated Interim Statements of Cash Flow

(Expressed in Canadian Dollars - unaudited)

Stock based transaction costs(Notes 8 and 12) 2,669,653 -	Stock based transaction costs(Notes 8 and 12) 2,669,653 -
(424,914) (807,026) Net changes in non-cash working capital items: Receivables and prepaid expenses 409,820 284,871 Accounts payable and accrued liabilities 114,192 (303,624) Deferred revenue(Note 6) (61,527) (2,471)
37,571 (828,250) Taxes paid - - Interestpaid (5,332) (7,619)
Net cash flowsprovided by (used in) operating activities 32,239 (835,869)
INVESTING ACTIVITY Acquisition of False Creek Management - (40,000) Purchase ofpropertyand equipment (13,670) (8,737)
Net cash flows used in investing activity (13,670) (48,737)
	908,115 46,471
FINANCING ACTIVITIES
Proceeds from Shareholder loans -
Proceeds from demand loan -
Proceeds from operating line of credit 36,494 - Repayments of demand loan (23,693) (10,106) Repayments of lease obligations(Note 7) (105,503) (58,730)
Net cash flowsprovided from financing activities (92,702) 885,750
Net increase (decrease) in cash (74,133) 1,144 Cash, beginning ofyear 119,433 20,689
Cash, end ofyear $ 45,300 $21,833

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

TRIBE PROPERTY TECHNOLOGIES INC.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars - unaudited)

	Number of
	shares	Amount	Shares issuable	Reserve	Accumulated deficit	Total
Balance, April 30, 2019	108,834,376	$ 15,692,168	$ -	$ -	$ (13,344,132)	$ 2,348,036
Net loss for theperiod	-	-	-	-	(1,037,782)	(1,037,782)
Balance, October 31, 2019	108,834,376	$ 15,692,168	$ -	$ -	$(14,381,914)	$ 1,310,254
Balance, April 30, 2020	108,834,376	$ 15,692,168	$ -	$ -	$ (16,108,276)	$ (416,108)
Shares issuable for transaction costs (Notes 8 and 12)	-	-	2,669,653	-	-	2,669,653
Stock based compensation (Notes 9 and 12)	-	-	-	646,481	-	646,481
Net loss for theperiod	-	-	-	-	(3,961,265)	(3,961,265)
Balance, October 31, 2020	108,834,376	$ 15,692,168	$ 2,669,653	$ 646,481	$(20,069,541)	$(1,061,239)

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

TRIBE PROPERTY TECHNOLOGIES INC. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Tribe Property Technologies Inc. (the “Company” or “Tribe”) was incorporated under the Business Corporations Act of British Columbia on December 14, 2011. The principal business activity of the Company 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 address of its registered office is Unit 1130, 400 Burrard Street, Vancouver, BC and its principal place of business is Unit 419, 1155 West Pender Street, Vancouver, BC.

These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the six months ended October 31, 2020, the Company incurred a net and comprehensive loss of $3,961,265 ($1,037,782 in 2019) and cash generated cash flows from operating activities of $32,239 (outflows of $835,869 in 2019). At October 31, 2020, the Company had cash of $45,300 ($119,433 at April 30, 2020) on hand and its current liabilities as at October 31, 2020 exceeded its current assets by $3,008,500 ($2,404,446 at April 30, 2020). The Company has financed its operating cash requirements primarily from the proceeds of share issuances and debt.

These above noted matters raise significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to realize the carrying value of its assets and continue as a going concern is dependent on its ability to obtain continued financial support from its shareholders or lenders as required to satisfy liabilities as they come due and ultimately the execution of the Company’s strategic plan to improve the scale and profitability of its business to achieve future profitable operations. To this end, subsequent to the issuance of these financial statements, the Company completed a brokered private placement for gross proceeds of $11,629,920 (Note 13). The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

On March 11 2020, the World Health Organization characterized the outbreak of a strain of the novel coronavirus (“COVID-19”) as a pandemic which has resulted in a series of public health and emergency measures that have been put in place to combat the spread of the virus. The duration and impact of COVID-19 is unknown at this time and it is not possible to reliably estimate the impact that the length and severity of these developments will have on the financial results and condition of the Company in future periods, including the possible impact on future financing opportunities.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting , as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed, and therefore these condensed consolidated interim financial statements should be read in conjunction with the Company’s April 30, 2020 audited annual consolidated financial statements and the notes thereto.

These condensed consolidated interim financial statements are based on the IFRS issued and effective as of March 9, 2021, the date these financial statements were authorized for issuance by the Company’s Board of Directors, and follow the same accounting policies and methods of computation as the most recent annual financial statements.

2.2 Significant accounting judgements, estimates and assumptions

Going concern

Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its consolidated financial statements. Management prepares its consolidated financial statements on a going concern basis unless management either intends to liquidate the Company or has no realistic alternative other than to do so.

Page 5

TRIBE PROPERTY TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2 Significant accounting judgements, estimates and assumptions (continued)

Impairment of goodwill

The Company evaluates the cash generating units (“CGUs”) to which goodwill has been allocated each reporting period to determine if there are any indications of impairment. If any such indications exist, an estimate of the recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount of the CGU exceeds the recoverable amount. Judgement is required in assessing whether a CGU has indications of impairment, and the determination of the recoverable amount requires the use of estimates.

3. REVENUE

A disaggregation of revenue from contracts with customers is as follows:

	Three Months Ended	Three Months Ended	Six Months Ended	Six Months Ended
	October 31,	October 31,	October 31,	October 31,
	2020	2019	2020	2019
Management fees	$ 872,317	$ 774,592	$ 1,747,073	$ 1,515,639
Additional service revenue	170,138	147,080	312,400	313,127
Administrative fees	29,425	27,505	58,817	46,950
Property management services	1,071,880	949,177	2,118,290	1,875,716
Digital services	77,386	79,549	155,358	162,007
Total revenue	$ 1,149,266	$ 1,028,726	$ 2,273,648	$ 2,037,723

4. SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses are comprised of:

		Three Months Ended	Three Months Ended		Six Months Ended	Six Months Ended
		October 31,	October 31,		October 31,	October 31,
		2020	2019		2020	2019
Salaries and wages	$	410,278	$ 344,809	$	775,340	$ 689,795
Office expenses		180,023	139,799		391,079	308,796
Professional fees		67,093	56,877		66,900	89,680
Advertisingandpromotion		10,774	25,225		23,510	47,160
	$	668,168	$ 566,710	$	1,256,829	$ 1,135,431

5. PROPERTY AND EQUIPMENT

		Computer		Computer	Furniture and	Furniture and		Leasehold	Right-of-use	Right-of-use
		hardware		software		equipment	improvements			assets	Total
Cost
Balance, April 30, 2019	$	167,796	$	1,039,713	$	71,200	$	168,751	$	543,992	$ 1,991,452
Additions		32,433		-		984		-		15,224	48,641
Balance, April 30, 2020		200,229		1,039,713		72,184		168,751		559,216	2,040,093
Additions		9,147		4,523		-		-		16,914	30,584
Balance, October 31, 2020	$	209,376	$	1,044,236	$	72,184	$	168,751	$	576,130	$ 2,070,677
Accumulated
amortization
Balance, April 30, 2019	$	123,259	$	301,871	$	30,756	$	163,292	$	197,305	$ 816,483
Amortization		33,416		393,054		8,187		1,740		120,155	556,552
Balance, April 30, 2020		156,675		694,925		38,943		165,032		317,460	1,373,035
Amortization		9,196		55,693		3,536		661		63,340	132,426
Balance, October 31, 2020	$	165,871	$	750,618	$	42,479	$	165,693	$	380,800	$ 1,505,461

Page 6

TRIBE PROPERTY TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

5. PROPERTY AND EQUIPMENT (continued)

		Computer		Computer	Furniture and	Furniture and		Leasehold	Right-of-use	Right-of-use
		hardware		software		equipment	improvements			assets		Total
Net book value
Balance,April 30,2020	$	43,554	$	344,788	$	33,241	$	3,719	$	241,756	$	667,058
Balance,October 31,2020	$	43,505	$	293,618	$	29,705	$	3,058	$	195,330	$	565,216

6. DEFERRED REVENUE

Balance, April 30, 2020	$	229,446
Billings		65,016
Revenue recognized		(126,543)
Balance,October 31,2020	$	167,919

7. LEASES

The Company leases office space for its operations as well as computers and related equipment. The leased assets and liabilities were measureed at the present value of the lease payments plus the anticipated exercise of renewal options, discounted using the incremental borrowing rate which was estimated to be between 10% and 13%.

The Company’s lease liability as at October 31, 2020 and April 30, 2020 is as follows:

	October 31, 2020	April 30, 2020
Current portion of lease obligations	$ 232,681	$ 214,195
Non-currentportion of lease obligations	119,668	206,131
	$ 352,349	$ 420,326

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

mponent of statement of cash flows is	as follows:
Balance, April 30, 2020		420,326
New leases		16,914
Interest expense		20,612
Payments		(105,503)
Balance,October 31,2020	$	352,349

The Company did not designate any leases as low-value or short-term under IFRS 16.

8. SHARE CAPITAL

8.1 Authorized

Authorized, unlimited number of voting common shares without par value and 1,868,000 Class A preferred shares without par value.

8.2 Issued common shares

As at October 31 and April 30, 2020 the Company had 108,834,376 common shares outstanding.

On September 9, 2020, the Company entered into advisory agreements (Note 12) for services in connection with pursuing a public listing, in exchange for the issuance of 4,897,547 common shares, issuable upon the entering into of a binding letter of intent for the purposes of a public listing. The Company signed a letter of intent with Cherry Street Capital Inc. on October 30, 2020, and as such the common shares were issuable at that date. The common shares were recognized as common shares issuable in the statement of shareholders equity, at their fair value of $0.5451 per share, or $2,669,653 with a corresponding expense in the condensed consolidated statement of loss and comprehensive loss. The common shares were issued on November 25, 2020.

Page 7

TRIBE PROPERTY TECHNOLOGIES INC. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

9. OPTIONS

The Black-Scholes option pricing model inputs for options granted during the six months ended October 31, 2020 are as follows:

		Share
		Price at		Risk-Free
Grant	Expiry	Grant	Exercise	Interest	Expected	Volatility	Dividend	Fair
Date	Date	Date	Price	Rate	Life	Factor	Yield	Value
01-May-	30-Apr-	$0.25	$0.30	0.37%	5	100%	0	$0.18
2020	2025

The risk-free interest rate is based on the Canadian government bond rate for a similar term as the expected life of the stock options. The forfeiture rate assumption is based on historical results and the annualized volatility is based on comparable companies’ historical share prices. The options vested immediately.

Total expenses arising from stock-based compensation recognized during the three and six months ended October 31, 2020 was $nil (2019 - $nil) and $646,481 (2019 - $nil), respectively, using the Black-Scholes option pricing model. The share price at grant date is based off the Company’s most recent financings.

A continuity schedule of the Company’s outstanding stock options for the six months ended October 31, 2020 and 2019 are as follows:

	October 31, 2020	October 31, 2020		October	31, 2019
		Weighted			Weighted
	Number		average	Number	average
	outstanding	exerciseprice		outstanding	exercise	price
Outstanding, beginning of
period	-	$	-	-	$	-
Granted	3,619,820		0.30	-		-
Outstanding, end of period	3,619,820	$	0.30	-	$	-
Exercisable, end of period	3,619,820	$	0.30	-	$	-

At October 31, 2020, the Company had outstanding stock options exercisable to acquire common shares of the Company as follows:

Company as follows:
				Weighted
				average
				remaining
	Options	Options		contractual
Expiry date	outstanding	exercisable	Exerciseprice	life(inyears)
April 30, 2025	3,619,820	3,619,820	$ 0. 30	4.5

Page 8

TRIBE PROPERTY TECHNOLOGIES INC. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

10. FINANCIAL INSTRUMENTS

10.1 Categories of financial instruments and fair value measurements

The Company’s financial assets and liabilities are classified as follows:

	October 31, 2020	October 31, 2020	April 30, 2020	April 30, 2020
Financial assets:
*Fair value through profit and loss*
Cash	$	45,300	$	119,433
Accounts receivable		106,739		526,402
Financial liabilities:
*Other financial liabilities*
Accounts payable	$	200,347	$	649,537
Short-term debt		66,048		28,247
Demand loan		219,350		248,375
Due to shareholders		1,666,047		1,625,873

10.2 Management of financial risks

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

The Company has a significant number of customers which minimizes concentration of credit risk. Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. In order to reduce its credit risk, the Company deals only with financially sound counterparties and, accordingly, does not anticipate loss for non-performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The Company’s cash are also exposed to credit risk. Cash is held with a major financial institution, consequently the risk is low.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rates on its short-term debt, demand loan and lease obligations is fixed. Consequently, the Company is not exposed to interest rate risk. Management monitors its interest rates compared to market rates on a regular basis. The Company does not use derivative instruments to reduce its exposure to interest rate risk.

Currency risk

Currency risk is the risk that the Company’s net income (loss) will vary from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company is exposed to limited foreign currency transactions and has assessed the currency risk as low.

Liquidity risk

The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As at October 31, 2020, the most significant financial liabilities are accounts payables and accrued liabilities, short-term debt, the demand loan, and amounts due to shareholders. As at October 31, 2020, the Company assessed liquidity risk as high. Subsequent to October 31, 2020, the Company completed subscription receipt financings for gross proceeds of $13,329,920. These funds remain in escrow, pending the satisfaction of certain conditions (Note 13).

Page 9

TRIBE PROPERTY TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

11. SEGMENTED INFORMATION

Management determined the Company’s operating segments based on information reviewed by the Company’s chief operating decision-maker, which consists of the Chief Executive Officer and the leadership team; largely on the basis of services offered and the classes of customers served.

The Company has three operating segments: (1) property management services, (2) digital services, and (3) corporate. Property management services refers to the tech-enabled management of condominium and residential communities. Digital services refers to the support, community management platform and related services provided to developers, condominium and residential communities, and owners and residents. The Company’s corporate segment provides general strategic and operational leadership and management, and shared services to the group through the Company’s head office operations (finance and accounting, information technology and support, marketing and promotion, human resources). Financial performance and balances by segment are as follows:

				Property
		Digital		Management
		Services		Services		Corporate		Total
For the six months ended October	31, 2020
Revenue	$	155,358	$	2,118,290	$	-	$	2,273,648
Operatingexpenses		675,183		1,930,910		3,628,820		6,234,913
Net income(loss)	$	(519,825)	$	187,380	$	(3,628,820)	$	(3,961,265)
For the six months ended October	31, 2019
Revenue	$	162,007	$	1,875,716	$	-	$	2,037,723
Operatingexpenses		889,944		1,874,193		311,368		3,075,505
Net income(loss)	$	(727,937)	$	1,523	$	(311,368)	$	(1,037,782)
						Property
			Digital		Management
			Services			Services		Total
As at October 31, 2020
Assets		$	1,865,199 $			452,506	$	2,317,705
Liabilities		$	2,651,703 $			727,241	$	3,378,944
As at April 30, 2020
Assets		$	2,377,647 $			551,551	$	2,929,198
Liabilities		$	2,665,151 $			680,155	$	3,345,306

12. RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s Board of Directors and members of the executive team.

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms. a) Key management compensation for the three and six months ended October 31, 2020 and 2019 were as follows:

follows:
	Three Months Ended	Six Months Ended
October 31, 2020 October 31, 2019 October 31, 2020 October 31, 2019
Salary $ 95,115 $ 113,385 $ 221,900 $ 219,769 Short-term benefits $ 15,462 $ 16,587 $ 32,542 $ 40,731

Page 10

TRIBE PROPERTY TECHNOLOGIES INC. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

12. RELATED PARTY TRANSACTIONS (continued)

b) As at October 31, 2020 the Company owed $1,666,047 (April 30, 2020 - $1,625,873) to companies controlled by directors of the Company.
c) During the three and six months ended October 31, 2020, the Company incurred stock-based compensation expense of $nil and $342,009, respectively, related to stock options granted to officers and directors of the Company.
d) As at October 31, 2020 the Company had 3,497,547 common shares issuable to a company controlled by a director, as consideration for advisory services received during the period.

13. SUBSEQUENT EVENTS

Subsequent to October 31, 2020 the Company entered into the following transactions:

Acquisition of Gateway Property Management Corp.

In December 2020, Tribe acquired 100% of the common shares of Gateway Property Management Corp. (“Gateway”) and R.D.C. Property Services Ltd. (“RDC”) for 1,834,386 common shares of the Company, $5,000,000 in cash and a $4,000,000 loan repayable over five years following closing. The cash consideration is to be paid to the sellers upon release of funds from the Subscription Receipt Financing. Gateway and RDC are property management service companies with a network of clients across Canada.

Due to Related Parties

On November 17, 2020 and December 15, 2020, the Company received an additional $100,000 and $75,000 from companies controlled by directors of the Company. The amounts carry the same terms as the current balance outstanding.

Subscription Receipt Financings

In December 2020, the Company completed a brokered private placement financing through the issuance of 2,325,984 subscription receipts at a purchase price of $5.00 per receipt for gross proceeds of $11,629,920 (“Subscription Receipt Financing”). In connection with the financing, the agents are entitled to receive a cash commission of $620,745, representing 6% of the gross proceeds, and 146,434 compensation options representing 6% of the subscription receipts sold. The gross proceeds will be held in escrow pending satisfaction of certain conditions (“Escrow Release Conditions”), including the closing of the Gateway Acquisition, a consolidation of the Company’s outstanding shares on the basis of one post-consolidation share for every 9.1719 pre-consolidation common shares, and receiving conditional approval for listing on the TSX Venture Exchange following the amalgamation with Cherry Street.

On March 5, 2021, the Company completed a non-brokered private placement financing through the issuance of 340,000 subscription receipts at a purchase price of $5.00 per receipt for gross proceeds of $1,700,000. The gross proceeds will be held in escrow pending satisfaction of certain conditions, including receiving conditional approval for listing on the TSX Venture Exchange following the amalgamation with Cherry Street.

Issuance of stock options

On February 1, 2021, the Company granted 1,834,380 pre-consolidation stock options to an officer of the Company, with an exercise price of $0.5451, vesting over four years and expiring on January 31, 2026. On February 22, 2021, the Company granted 2,381,632 pre-consolidation stock options to officers and employees of the Company with an exercise price of $0.5451, vesting over four years and expiring on February 21, 2026. The Company additionally granted 1,017,191 pre-consolidation stock options to directors and consultants of the Company with an exercise price of $0.5451, vesting over two years and expiring on February 21, 2026.

Employment, and Investor Relations Agreements

On December 7, 2020, Tribe entered into a consulting agreement for the receipt of consulting services related to the financing and corporate development of Tribe and the pursuit of a going public transaction. In consideration for these services, the consultant received a consulting fee of $80,000, payable $30,000 in cash and 91,719 common shares at a price of $0.5451 per common share.

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TRIBE PROPERTY TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements For the six months ended October 31, 2020 and 2019 (In Canadian dollars)

13. SUBSEQUENT EVENTS (continued)

On February 22, 2021, the Company entered into an employment agreement with the CFO, pursuant to which, if the Company experiences a change of control, excluding the Transaction, the CFO is entitled to six months of salary.

On February 26, 2021, Tribe entered into an agreement with Kin Communications Inc. (“Kin”) for investor relations services for one year. The Company will pay Kin $12,500 per month and issue 50,000 post-consolidation stock options at a price of $5.00 per share vesting 25% per quarter over twelve months with a two year term. On February 22, 2021, the Company granted the equivalent number of pre-consolidation stock options at an equivalent preconsolidation exercise price, as described above.

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TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.)

Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Expressed in Canadian Dollars)

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INDEPENDENT AUDITOR'S REPORT

To the Directors of Tribe Property Technologies Inc. (Formerly Bazinga Technology Inc.):

Opinion

We have audited the consolidated financial statements of Tribe Property Technologies Inc. (Formerly Bazinga Technology Inc.) (the “Company”), which comprise the consolidated statements of financial position as at April 30, 2020 2019, and 2018, and the consolidated statements of loss and comprehensive loss, cash flows and changes in shareholders equity for the years ended April 30, 2020 and 2019, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2020, 2019, and 2018, and its financial performance and its cash flows for the years ended April 30, 2020 and 2019 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

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March 9, 2021

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TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at April 30, 2020	April 30, 2019 April 30, 2018
ASSETS
Current assets
Cash and cash equivalents $ 119,433 Receivables (Note 7) 526,402 Prepaid expenses 15,392 Investments(Note 8) -	$ 20,689 $ 46,767 602,200 573,073 13,344 27,278 1,050,000 1,800,000
661,227 Property and equipment (Note 9) 667,058 Intangible assets (Note 10) 883,857 Goodwill(Note 10) 717,056	1,686,233 2,447,118 1,174,969 529,222 935,255 830,843 717,056 527,678
TOTAL ASSETS $ 2,929,198	$ 4,513,513 $ 4,334,861
LIABILITIES Current liabilities Accounts payable and accrued liabilities (Note 11) $ 719,537 Deferred revenue (Note 12) 229,446 Short-term debt (Note 13) 28,247 Demand loan (Note 14) 248,375 Note payable - Current portion of lease obligations (Note 15) 214,195 Due to relatedparties(Note 16) 1,625,873	$ 594,081 $ 301,902 255,626 139,764 - - 253,529 - 37,401 - 112,358 94,838 490,892 227,233
3,065,673 Lease obligations (Note 15) 206,131 Deferred tax liability (Note 18) 73,502	1,743,887 763,737 349,767 391,577 71,823 122,518
TOTAL LIABILITIES 3,345,306	2,165,477 1,277,832
SHAREHOLDERS’ EQUITY (DEFICIT) Share capital (Note 17) 15,692,168 Accumulated deficit (16,108,276)	15,692,168 13,692,168 (13,344,132) (10,635,139)
TOTAL SHAREHOLDERS’ EQUITY(DEFICIT) (416,108)	2,348,036 3,057,029
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,929,198	$ 4,513,513 $ 4,334,861

Subsequent Events (Note 25)

These consolidated financial statements were authorized for issue by the Board of Directors on March 9, 2021. They are signed on behalf of the Board of Directors by:

/s/ “ Joseph Nakhla” /s/ “Raymond Choy” CEO and Director Director

The accompanying notes form an integral part of these consolidated financial statements.

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)	TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)
For the Years Ended
April 30, 2020	April 30, 2019
REVENUE(Note 5) $ 4,213,193 $	2,887,347

OPERATING EXPENSES
Cost of property management and digital services 3,043,783	2,430,063
Selling, general and administrative expenses (Note 6) 2,527,379	2,118,726
Depreciation (Note 9) 556,552	419,046
Amortization of intangible assets(Note 10) 51,398	45,766
INCOME (LOSS) FROM OPERATIONS (1,965,919)	(2,126,254)

OTHER INCOME AND EXPENSES
Realized loss on sale of investments (Note 8) -	(737,500)
Other income -	129,085
Interest expense (Notes 14 and 16) (115,355)	(65,296)
Foreign exchange loss (2,309)	(271)
Governmentgrant(Note 13) 21,118	-
NET LOSS AND COMPREHENSIVE LOSS BEFORE TAX (2,062,465)	(2,800,236)

Income tax(expense)recovery (Note 18) (1,679)	91,243
NET LOSS AND COMPREHENSIVE LOSS $ (2,064,144) $	(2,708,993)

BASIC AND DILUTED LOSS PER SHARE $ 0.02 $	0.03
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 108,834,376	106,273,936

The accompanying notes form an integral part of these consolidated financial statements.

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Consolidated Statements of Cash Flow

(Expressed in Canadian Dollars)

	For the Years Ended	For the Years Ended
	April 30, 2020 April 30,2019
Cash flows provided from (used in):
OPERATING ACTIVITIES
Net loss	$ (2,064,144) $ (2,708,993) 1,679 (91,243) 556,552 419,046 51,398 45,766 120,757 64,795 - 737,500 (21,118) -
Adjustments for item not affecting cash:
Income tax expense (recovery)
Depreciation
Amortization of intangibles
Interest expense
Fair value loss on sale of investments	-
Governmentgrant
	(1,354,876) (1,533,129) 73,750 (15,193) 123,055 289,580 (26,180) 115,862
Net changes in non-cash working capital items:
Receivables and prepaid expenses
Accounts payable and accrued liabilities
Deferred revenue
	(1,184,251) (1,142,880) - - (61,776) (50,144)
Taxes paid	-
Interestpaid
Net cash flows used in operating activities	(1,246,027) (1,193,024)
	(16,163) (40,053) (35,000) (260,000)
INVESTING ACTIVITY
Purchase of property and equipment
Acquisition of False Creek(Note 23)
Net cash flows used in investing activity	(51,163) (300,053)
		1,000,000
FINANCING ACTIVITIES
Proceeds from issuance of shares (Note 17)	-
Proceeds from shareholder loans (Note 16)	1,430,000 250,000 42,471 253,529 40,000 - 9,365 - - 12,500 (51,625) - (74,277) (49,030)
Proceeds from demand loan (Note 14)
Proceeds from CEBA loan (Note 13)
Proceeds from operating line of credit
Proceeds from sale of investments (Note 8)	-
Repayment of demand loan
Repayments of lease obligations(Note 15)
Net cash flowsprovided from financing activities	1,395,934 1,466,999
	98,744 (26,078) 20,689 46,767
Net increase (decrease) in cash
Cash, beginning ofyear
Cash, end ofyear	$ 119,433 $20,689
	$ - $ 1,000,000 350,000 -
Supplemental cash flow information:
Non-cash purchase of property and equipment
Non-cash settlement of shareholder loans

The accompanying notes form an integral part of these consolidated financial statements

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total
Balance, April 30, 2018 100,834,376 $ 13,692,168 $ (10,635,139) $ 3,057,029 Common shares issued for cash (Note 17) 4,000,000 1,000,000 - 1,000,000 Common shares issued for assets (Notes 9 and 17) 4,000,000 1,000,000 - 1,000,000 Net loss for theyear - - (2,708,993) (2,708,993)
Balance, April 30, 2019 108,834,376 $ 15,692,168 $(13,344,132) $ 2,348,036
Balance, April 30, 2019 108,834,376 $ 15,692,168 $ (13,344,132) $ 2,348,036 Realized fair value loss on sale of investment (Note 8) - - (700,000) (700,000) Net loss for theyear - - (2,064,144) (2,064,144)
Balance, April 30, 2020	108,834,376 $ 15,692,168	$(16,108,276)	$(416,108)

The accompanying notes form an integral part of these consolidated financial statements.

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Tribe Property Technologies Inc. (the “Company” or “Tribe”), formerly Bazinga Technologies Inc., was incorporated under the Business Corporations Act of British Columbia on December 14, 2011. The principal business activity of the Company is offering an integrated technology-enabled property management service model to meet the needs of developers, condominium and residential communities and owners and residents. Subsequent to April 30, 2020, the Company changed its name from Bazinga Technologies Inc. to Tribe Property Technologies Inc. The Company’s registered office is Unit 1130, 400 Burrard Street, Vancouver, BC and its principal place of business is Unit 419, 1155 West Pender Street, Vancouver, BC.

These financial statements have been prepared on the basis that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended April 30, 2020, the Company recorded a loss of $2,064,144 ($2,708,993 in 2019) and had cash outflows from operating activities of $1,246,027 ($1,193,024 in 2019). At April 30, 2020, the Company had cash of $119,433 ($20,689 at April 30, 2019) on hand and its current liabilities exceeded its current assets by $2,404,446 ($57,654 at April 30, 2019). To date, the Company has financed its operating cash requirements primarily from the proceeds of share issuances, advances from shareholders and debt.

These above noted matters raise significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to realize the carrying value of its assets and continue as a going concern is dependent on its ability to obtain continued financial support from its shareholders or lenders as required to satisfy liabilities as they come due and ultimately the execution of the Company’s strategic plan to improve the scale and profitability of its business to achieve future profitable operations. To this end, subsequent to the issuance of these financial statements, the Company completed a brokered private placement for gross proceeds of $11,629,920 (Note 25). The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

These consolidated financial statements represent the first annual financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). IFRS 1 First-time adoption of International Financial Reporting Standards (“IFRS 1”) has therefore been applied in preparing these consolidated financial statements.

These consolidated financial statements have been prepared in accordance with the accounting policies presented below and are based on the IFRS and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective as of April 30, 2020. The policies set out below were consistently applied to all the periods presented unless otherwise noted.

The Company's consolidated financial statements were previously prepared in accordance with Accounting Standards for Private Enterprises (“ASPE), which differs in some areas from IFRS. In preparing these consolidated financial statements, management has amended certain accounting methods previously applied in the ASPE consolidated financial statements to comply with IFRS. The comparative figures as at and for the year ended April 30, 2019 were restated to reflect these amendments. Reconciliations and descriptions of the effect of the transition from ASPE to IFRS are provided in Note 24.

The financial statements of the Company for the year ended April 30, 2020 were authorized for issue by the Board of Directors (“Board”) on March 9, 2021.

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TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2 Basis of preparation

The financial statements have been prepared on an accrual basis and are based on historical cost, except for certain financial instruments that are measured at fair value.

2.3 Basis of consolidation

These consolidated financial statements include the accounts of Tribe, and its wholly owned subsidiary, Tribe Management Inc. Intercompany balances and transactions have been eliminated in preparing these consolidated financial statements.

2.4 Business combinations

The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is measured at fair value and is equal to the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any liabilities resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any noncontrolling interests in the acquiree on an acquisition-by-acquisition basis, at the non-controlling interest’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. Acquisition related costs are expensed as incurred.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in the consolidated statement of loss and comprehensive loss. The Company recognizes contingent consideration relating to its business acquisitions at fair value at the date the transaction closes and revalues the component of contingent consideration recognized as a liability at each subsequent reporting date and on settlement. Contingent consideration that will be settled by delivering a fixed number of common shares is classified as equity and not revalued at each subsequent reporting date.

2.5 Foreign currency translation

Functional and presentation currency

The Company’s consolidated financial statements are presented in Canadian dollars.

Each entity of the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The determination of functional currency is based on the primary economic environment in which an entity operates. The functional currency of an entity reflects the underlying transactions, events and conditions that are relevant to the entity.

The functional currency of the Company and its subsidiary is the Canadian dollar.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions (or using the average rate for the period when this is a reasonable approximation). Assets and liabilities are translated into the functional currency using the exchange rates prevailing at period end. Foreign exchange gains and losses resulting from the translation or settlement of monetary assets and liabilities denominated in currencies other than an entity’s functional currency are recognized in profit or loss.

2.6 Cash and cash equivalents

Cash and cash equivalents include cash on hand, outstanding deposits and short-term deposits which are highly liquid with original maturities of less than three months.

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TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.7 Financial instruments

Classification and measurement

Financial assets

The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss.

Amortized cost

Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. The Company’s cash and cash equivalents and accounts receivable are classified in this category.

Fair value through other comprehensive income (“FVTOCI”)

Financial assets classified and measured at FVTOCI are those assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise to cash flows that are SPPI. The Company does not have any assets classified and measured at FVTOCI.

Fair value through profit or loss (“FVTPL”)

Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in profit or loss in the period in which they arise. The Company’s investments are classified and measured at FVTPL.

Financial liabilities

All financial liabilities are initially recognized at fair value plus or minus transactions costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL. The Company’s accounts payable, short-term debt, demand loan, notes payable and amounts due to shareholders are measured at amortized cost.

Impairment of financial assets

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

Page 7

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8 Property and equipment

Property and equipment is measured at cost less accumulated depreciation and impairment losses. Cost includes expenses that are directly attributable to the acquisition of assets. An asset’s residual value, useful life and depreciation method are reviewed during each financial year and adjusted if appropriate. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and is recognized in profit or loss.

Depreciation is calculated based on the cost of the asset less its residual value and is recognized in net loss on a straight-line or declining balance basis over the estimated useful life of each item of property and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. The estimated useful lives for the current and comparative year are as follows:

Assets	Basis	Estimated useful life/rate
Computer hardware	Declining balance	55%
Computer software	Declining balance	30%
Furniture and equipment	Declining balance	20%
Leasehold improvements	Straight line	Lease term
Right-of-use assets	Straight line	Lease term

2.9 Intangible assets

Intangible assets with a finite life are stated at cost less accumulated amortization and accumulated write-downs for impairment. Amortization is provided over the estimated useful lives of the assets using the following methods and annual rates:

Asset	Basis	Rate
Customer relationships	Straight-line	20 years

2.10 Impairment

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount shall be estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, an entity shall determine the recoverable amount of the Cash Generating Unit (“CGU”) to which the asset belongs (the asset’s CGU).

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.11 Goodwill

Goodwill arising on an acquisition of a business is carried at cost, as established at the date of acquisition of the business less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Company’s CGU’s (or groups of CGU’s) that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

2.12 Leases

At the inception of a lease contract, the Company assesses whether the contract is or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assess whether: (i) the contract involves the use of an identified asset; (ii) the Company has the right to obtain substantially all the economic benefits from the use of the asset throughout the period, and; (iii) the Company has the right to direct the use of the asset.

The Company presents right-of-use assets in Property and Equipment on the statement of financial position. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term plus expected renewal options which are available to the Company. The estimated useful life of right-of-use assets is determined on the same basis as Property and Equipment.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses the rate implicit in the lease as the discount rate for leases.

Lease payments included in the measurement of the lease liability comprise of: (i) fixed payments; (ii) amounts expected to be payable under a residual value guarantee; (iii) the exercise price under purchase option that the Company is reasonably certain to exercise; (iv) lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; and (v) penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company recognizes depreciation for right-of-use assets and interest expense on lease liabilities in the consolidated statements of loss and comprehensive loss.

In the statement of cash flows, the Company includes repayments of the principal portion of the lease liabilities under financing activities. Lease payments for short-term leases, lease payment for leases of low-value assets that are not included in the measurement of the lease liability are classified as cash flows from operating activities.

Page 9

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.13 Income taxes

Deferred tax assets are recognized for tax losses that can be carried forward to the extent that such assets can be realized. Deferred tax is also recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences:

(i) the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
(ii) differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and
(iii) deferred tax for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when the related asset is realized or liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Current tax is the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustments to tax payable in respect of previous years.

2.14 Share capital

Common shares

Common shares issued are classified as share capital, a component of shareholders’ equity. Transaction costs directly attributable to the issuance of common shares are recognized as a deduction from share capital.

Equity units

Proceeds received on the issuance of units, comprised of common shares and warrants, are allocated using the residual value method. Under the residual value method, proceeds are allocated to the common shares up to their fair value, determined by reference to the quoted market price of the common shares on the issuance date, and the remaining balance, if any, to the reserve for warrants.

2.14 Share-based compensation

Stock-based compensation to employees and non-employees includes expense related to the vesting of stock options. The fair value of stock options is measured at the grant date and each tranche is recognized on a straightline basis over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model (“BSM”) taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. The BSM requires management to estimate the expected volatility, the term of the equity instrument, the risk-free rate of return over the term, expected dividends, and the number of equity instruments expected to ultimately vest. In estimating expected volatility, the Company considers the historical share price volatility of its common shares as well the historical share price of similar publicly listed entities. The fair value of stock options is charged to profit or loss with a corresponding increase in contributed surplus within equity. Previously recognized expenses are not subsequently reversed for options that vest but are not exercised. If and when stock options are ultimately exercised, the applicable amount of contributed surplus is transferred to share capital.

Page 10

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.16 Revenue recognition

The Company adopted IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) using the full retrospective approach. Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

The Company determines the amount of revenue to be recognized through application of the following steps:

Identification of the contract(s) with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when or as the Company satisfies the performance obligations.

Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue when it transfers control of a product or service to a customer. Estimated allowances for returns and credits are recorded as a reduction of revenue at the time of revenue recognition.

Tribe provides integrated digitally-enabled property management services to property developers, condominium and residential communities and owners and residents. The Company generates revenue from two sources: property management services and digital services.

Property management services

Revenue is recognized when the service has been provided to the customer and the performance obligation is satisfied. The contracts are billed on a month-to-month basis and as such, the performance obligation is satisfied at the end of the month.

Digital services

Digital services are sold at a set price per property development. The customer has access to the platform indefinitely. Revenue is deferred and recognized as the performance obligation is satisfied over time. Management has determined that the average usage period for the application is 2 years and recognizes revenue over that period.

2.17 Government grant

Loans received from government grants are recognized initially at fair value, with the difference between the fair value of the loan based on prevailing market interest rates and the amount received recorded as a government grant gain in the consolidated statements of loss and comprehensive loss.

2.18 Investment tax credits

Investment tax credits are recorded when the Company has complied with eligible requirements to receive the credit, using the cost reduction approach. Investment tax credits related to eligible scientific research and experimental development (“SRED”) expenditures are included in profit or loss as a reduction of the expenses that they relate to. Investment tax credits related to the acquisition of property and equipment are deducted from the cost of the related assets, with any amortization calculated on the net amount, when received or when the Company has reasonable assurance that investment tax credits will be realized.

The investment tax credits are subject to review and audit by the Canada Revenue Agency (“CRA”). Although the Company has used its best judgment and understanding of the related income tax legislation in determining the amounts and timing of investment tax credits, it is possible that the amounts could change by a material amount in the near term depending on a review and audit by the CRA.

Page 11

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

Certain new and revised accounting standards and IFRIC interpretations have been issued and the Company’s assessment of the impact of these new standards and interpretations is set out below:

3.1 IFRS 16 Leases

IFRS 16 Leases (“IFRS 16”) introduced new requirements for the classification and measurement of leases. Under IFRS 16, a lessee no longer classifies leases as operating or financing and records all leases in the consolidated statement of financial position, unless the lease term is 12 months or less or the underlying asset has a low value. The Company has applied IFRS for all period presented. Refer to Note 2.12 for the Company’s accounting policy for leases and Note 15 for a summary of lease obligations under IFRS 16.

3.2 IFRS 3 Business Combinations

Amendments to IFRS 3 Business Combinations (effective January 1, 2020) assist in determining whether a transaction should be accounted for as a business combination or an asset acquisition. It amends the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create goods and services provided to customers, generating investment and other income, and it excludes returns in the form of lower costs and other economic benefits. The Company is currently evaluating the potential impact of these amendments.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. These assumptions and estimates are regularly reviewed. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. The Company’s main judgements, estimates and assumptions are presented below:

4.1 Going concern

4.2 Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the CGU’s to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

The Company tests goodwill for impairment at least annually in accordance with the requirements of IAS 36 Impairment of Assets . The recoverable amounts of CGU’s are determined based on the greater of their fair value less costs of disposal and value in use. These calculations require the use of estimates.

For the purposes of impairment testing, assets are grouped into CGU’s that have been identified as being the smallest identifiable group of assets that generate cash inflows that are independent of cash inflows of other assets or groups of assets. The determination of these CGU’s is based on management’s judgement in regards to shared infrastructure, geographical proximity, product type and other relevant factors.

Value in use calculations requires assumptions about revenue growth rates, operating margins, and discount rates. In arriving at its forecasts, the Company considered past experience, economic trends and inflation as well as industry and market trends.

Page 12

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)

4.3 Valuation of deferred tax assets

In assessing the realization of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable profits during the period in which those temporary losses and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment.

4.4 Business combinations

On the completion of business acquisitions, management's judgement is required to estimate the purchase price and to identify and determined the fair value all assets acquired and liabilities assumed. The determination of the fair value of assets acquired and liabilities assumed is based on management’s estimates and certain assumptions generally included in a present value calculation of the related cash flows

4.5 Determination of useful life

Each significant component of property and equipment and intangible assets are depreciated over their estimated useful lives. Estimated useful lives are determined based on current facts and past management experience and take into consideration the anticipated physical life of the asset, existing long-term sales agreements and contracts, current and forecasted demand, and the potential for technological obsolescence.

5. REVENUE

A disaggregation of revenue from contracts with customers is as follows:

	April 30, 2020	April 30, 2019
Management fees	$ 3,139,233	$ 2,199,167
Other service revenues	651,267	373,564
Administrative services	101,830	90,597
Property management services	3,892,330	2,663,328
Digital services	320,863	224,019
Total revenue	$ 4,213,193	$ 2,887,347

6. SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses for the year ended April 30, 2020 and 2019 are comprised of:

		April 30, 2020	April 30, 2019
Salaries and wages	$	1,477,605	$ 1,122,510
Office expenses		782,574	726,915
Professional fees		192,266	179,096
Advertisingandpromotion		74,934	90,205
	$	2,527,379	$ 2,118,726

Page 13

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

7. RECEIVABLES

The balance of receivables is comprised of the following:

	April 30, 2020	April 30, 2019 April 30, 2018
Accounts receivable	$ 186,543	$ 184,752 $ 263,452
SRED receivable	315,798	400,920 309,621
Other receivables	24,061	16,528 -
	$ 526,402	$ 602,200 $ 573,073

8. INVESTMENTS

On February 1, 2018, the Company purchased 6,000,000 common shares of OctoAI Technologies Corp. (“OctoAI”) at a cost of $0.005 per share. As at April 30, 2018, the Company determined the fair market value of the shares to be $0.30 per share, or $1,800,000.

On September 5, 2018, OctoAI repurchased 2,500,000 shares at their cost of $0.005 per share. The fair value of this sale was deemed to be $0.30 per share and a loss on sale of $737,500 was recorded.

On November 1, 2019, the Company sold its remaining 3,500,000 common shares of OctoAI to companies controlled by directors of the Company in exchange for the settlement of related party debt at a deemed value of $0.10 per share. Management determined the fair value of the OctoAI shares at the time of settlement to be $0.30 per share, resulting in a loss of $700,000. The loss was recorded in deficit as it was deemed a transaction with shareholders in their capacity as shareholders.

A continuity of the fair value of the investment in OctoAI is as follows:

Balance, May 1, 2018	$	-
Purchase		30,000
Fair value adjustment		1,770,000
Balance, April 30, 2018		1,800,000
Disposal		(12,500)
Realized fair value loss		(737,500)
Balance, April 30, 2019		1,050,000
Disposal		(350,000)
Realized fair value loss		(700,000)
Balance,April 30,2020	$	-

Page 14

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

9. PROPERTY AND EQUIPMENT

Computer hardware Computer software Furniture and equipment	Leasehold improvements Right-of-use assets Total
Cost Balance, April 30, 2018 $ 143,962 $ 33,627 $ 61,067	$ 168,751 $ 519,252 $ 926,659
Additions 23,834 1,006,086 10,133	- 24,740 1,064,793
Balance, April 30, 2019 167,796 1,039,713 71,200	168,751 543,992 1,991,452
Additions 32,433 - 984	- 15,224 48,641
Balance, April 30, 2020 $ 200,229 $ 1,039,713 $ 72,184	$ 168,751 $ 559,216 $ 2,040,093
Accumulated amortization
Balance, April 30, 2018 $ 92,510 $ 29,552 $ 21,838	$ 161,552 $ 91,985 $ 397,437
Amortization 30,749 272,319 8,918	1,740 105,320 419,046
Balance, April 30, 2019 123,259 301,871 30,756	163,292 197,305 816,483
Amortization 33,416 393,054 8,187	1,740 120,155 556,552
Balance, April 30, 2020 $ 156,675 $ 694,925 $ 38,943	$ 165,032 $ 317,460 $ 1,373,035
Net book value
Balance,April 30,2018 $ 51,452 $ 4,075 $ 39,229	$ 7,199 $ 427,267 $ 529,222
Balance,April 30,2019 $ 44,537 $ 737,842 $ 40,444	$ 5,459 $ 346,687 $1,174,969
Balance,April 30,2020 $ 43,554 $ 344,788 $ 33,241	$ 3,719 $ 241,756 $ 667,058

During the year ended April 30, 2019, the Company issued 4,000,000 common shares at a fair value of $0.25 per share, for total consideration of $1,000,000 to acquire computer software (“Pendo Rent”) from Pendo Investments Inc. (“Pendo”), which was included in computer software additions (Note 17).

10. INTANGIBLE ASSETS AND GOODWILL

		Customer
		Relationships		Goodwill
Cost
Balance, April 30, 2018	$	877,780	$	527,678
Additions		150,178		189,378
Balance, April 30, 2019		1,027,958		717,056
Additions		-		-
Balance, April 30, 2020	$	1,027,958	$	717,056
Accumulated amortization
Balance, April 30, 2018	$	46,937	$	-
Amortization		45,766		-
Balance, April 30, 2019		92,703		-
Amortization		51,398		-
Balance, April 30, 2020	$	144,101	$	-
Net book value
Balance,April 30,2018	$	830,843	$	527,678
Balance,April 30,2019	$	935,255	$	717,056
Balance,April 30,2020	$	883,857	$	717,056

Page 15

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities are comprised of the following:

	April 30, 2020	April 30, 2019	April 30, 2018
Accounts payable and accrued liabilities	$ 719,537	$ 568,239	$ 301,902
Bank indebtedness	-	25,842	-
	$ 719,537	$ 594,081	$ 301,902

12. DEFERRED REVENUE

Balance, April 30, 2018	$	139,764
Billings		284,518
Revenue recognized		(168,656)
Balance, April 30, 2019		255,626
Billings		233,866
Revenue recognized		(260,046)
Balance,April 30,2020	$	229,446

13. SHORT-TERM DEBT

The Company’s short term debt is comprised of the following:

	April 30, 2020	April 30, 2019	April 30, 2018
Operating line of credit	$ 9,365	$ -	$ -
CEBA loan	18,882	-	-
	$ 28,247	$ -	$ -

On April 30, 2020, the Company was approved and received a $40,000 line of credit (“CEBA loan”) 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 ay time.

On June 30, 2021 the outstanding balance on the CEBA loan will automatically convert to a 2-year interest free term loan (“CEBA term loan”). If 75% of the CEBA term loan on June 30, 2021 is repaid on or before December 31, 2022, the repayment of the remaining 25% shall be forgiven. If, on December 31, 2022, the Company exercises the option for a 3-year term extension, interest of 5% per annum will apply to any remaining balance during the extension period.

The Company recorded the CEBA loan at fair value using an effective interest rate of 13.3%. The difference between the amount received and the fair value of the CEBA loan of $21,118 has been recorded as a gain on government grant during the year ended April 30, 2020.

Page 16

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

14. DEMAND LOAN

On January 17, 2019, the Company secured a loan facility of up to $300,000 to finance the acquisition of False Creek Management Ltd. (“False Creek”) (Note 23). The loan is due on demand and bears interest at prime plus 2% per annum, calculated on the daily outstanding balance of the loan and due monthly.

The loan is secured by:

First priority over all present and subsequently acquired personal property;
Unlimited guarantee of advances executed by Tribe, supported by second charge on all present and subsequently acquired personal property of Tribe;
Evidence of business insurance, including general liability insurance; and
Postponement and assignment of creditor’s claim executed by Tribe postponing shareholder loans in the amount of $350,605.

A summary of the balances outstanding are as follows:

Balance, April 30, 2018	$	-
Draws		253,529
Interest expense		2,645
Interest payments		(2,645)
Balance, April 30, 2019		253,529
Draws		42,471
Interest expense		19,540
Interest payments		(15,540)
Principal repayments		(51,625)
Balance,April 30,2020	$	248,375

15. LEASES

The Company’s lease liabilities are as follows:

	April 30, 2020	April 30, 2019	April 30, 2018
Current portion of lease obligations	$ 214,195	$ 112,358	$ 94,838
Non-currentportion of lease obligations	206,131	349,767	391,577
	$ 420,326	$ 462,125	$ 486,415

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

Balance, April 30, 2018	$	486,415
New leases		24,740
Interest expense		47,499
Repayments		(96,529)
Balance, April 30, 2019		462,125
New leases		32,478
Interest expense		46,236
Repayments		(120,513)
Balance,April 30,2020	$	420,326

Page 17

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

15. LEASES (continued)

As at April 30, 2020, the Company is committed to minimum lease payments as follows:

	April 30, 2020
Less than one year	214,308
One to five years	256,777
More than five years	-
Total undiscounted lease liabilities	471,085

The Company did not designate any leases as low-value or short-term under IFRS 16.

16. DUE TO RELATED PARTIES

As at April 30, 2020 the Company owed $1,625,873 (2019 - $490,892; 2018 - $227,233) to companies controlled by directors of the Company. The amounts due to related parties are unsecured, bear interest at 5% per annum and have no set repayment terms.

17. SHARE CAPITAL

17.1 Authorized

Authorized, unlimited number of voting common shares without par value and 1,868,000 Class A preferred shares without par value.

17.2 Issued common shares

As at April 30, 2020 and 2019, the Company had 108,834,376 common shares outstanding (Note 25).

17.3 Private placements

On June 4, 2018, the Company issued 2,000,000 common shares for gross proceeds of $500,000.

On September 14, 2018, the Company issued 4,000,000 common shares at a fair value of $0.25 per common share to Pendo as consideration for Pendo Rent (Note 9). The Company issued an additional 1,000,000 common shares to Pendo for gross proceeds of $250,000.

On November 1, 2018, the Company issued 1,000,000 common shares for gross proceeds of $250,000.

17.4 Stock based compensation

The Company has a stock option plan whereby a maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance pursuant to the exercise of stock options. The terms of the granted options are fixed by the Board of Directors and are not to exceed ten years. The exercise price of options are determined by the Board of Directors.

Options granted under the plan may vest immediately on grant, or over a period as determined by the Board of Directors or, in respect of options granted for investor relations services, as prescribed by Exchange policy.

As at April 30, 2020, 2019 and 2018, there were no options outstanding or exercisable.

Page 18

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

18. INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	April 30, 2020 April 30, 2019
Net loss for the year Canadian federal andprovincial statutoryincome tax rate	$ (2,064,144) $ (2,708,993) 27.00% 27.00%
Income tax benefit based on Canadian statutory income tax rates Effects of the following: Non-deductible expenditures Changes in unrecognized deferred tax assets	(557,319) (731,428) (62,500) 159,160 621,498 481,025
Income tax benefit/(recovered)	$ 1,679$ (91,243)

At April 30, 2020 and 2019, the Company had deductible temporary differences and unused tax losses for which no deferred tax assets have been recognized as follows:

		April 30, 2020		April 30, 2019
Deferred income tax assets:
Non-capital loss carry-forwards	$	3,324,872	$	2,989,147
Capital assets		309,257		162,872
Investments		-		(139,388)
Unrecognized deferred income tax assets		(3,634,129)		(3,012,631)
	$	-	$	-

As at April 30, 2020 and 2019, the Company has the following deferred income tax liability related to its intangible assets (Note 10):

		2020		2019
Deferred income tax liability:
Intangible assets	$	73,502	$	71,823
	$	73,502	$	71,823

The Canadian non-capital losses at April 30, 2020 of $12,314,341 which expire between 2031 to 2040.

19. FINANCIAL INSTRUMENTS

19.1 Categories of financial instruments and fair value measurements

The Company’s financial assets and liabilities are classified as follows:

	April 30, 2020	April 30, 2019	April 30, 2018
Financial assets:
*Fair value through profit and loss*
Cash	$ 119,433	$ 20,689	$ 46,767
Investments	-	1,050,000	1,800,000
*Amortized cost*
Accounts receivable	526,402	602,200	573,073
Financial liabilities:
*Financial liabilities at amortized cost*
Accounts payable	$ 649,537	$ 490,760	$ 261,634
Short-term debt	28,247	-	-
Demand loan	248,375	253,529	-
Note payable	-	37,401	-
Due to shareholders	1,625,873	490,892	227,233

Page 19

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

19. FINANCIAL INSTRUMENTS

19.2 Fair value information

The fair values of the Company’s financial instruments approximate their carrying amounts due to the short-term nature of these instruments.

IFRS 13 Fair Value Measurement establishes a fair value hierarchy that reflects the significance of inputs used in measuring fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

19.3 Management of financial risks

There were no transfers between levels of the fair value hierarchy during the years ended April 30, 2020 and 2019. As at April 30, 2020, the Company had no financial assets measured and recognized on the consolidated statement of financial position at fair value belonging in Level 2 or Level 3 of the fair value hierarchy, while as at April 30 2019 and 2018, the investment belonged in Level 2 of the fair value hierarchy.

The following is an analysis of the contractual maturities of the Company’s financial liabilities as at April 30, 2020:

	Within 12 months	After 12 months
Accounts payable and accrued liabilities	719,537	-
Short-term debt	28,247	-
Demand loan	248,375	-
Lease liabilities	214,195	206,131
Due to related parties	1,625,873	-
Total	2,836,227	206,131

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rates on its short-term debt and demand loan is fixed. Management monitors its interest rates compared to market rates on a regular basis. The Company does not use derivative instruments to reduce its exposure to interest rate risk. Accordingly, interest rate risk is assessed as low.

Currency risk

Page 20

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

19. FINANCIAL INSTRUMENTS (continued)

Liquidity risk

The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As at April 30, 2020, the most significant financial liabilities are accounts payables and accrued liabilities, short-term debt, the demand loan, and amounts due to shareholders. As at April 30, 2020, the Company assessed liquidity risk as high. Subsequent to April 30, 2020, the Company completed subscription receipt financings for gross proceeds of $13,329,920. These funds remain in escrow, pending the satisfaction of certain conditions (Note 25).

20. SEGMENTED INFORMATION

Financial performance and balances by segment are as follows:

Digital Services Property Management Services	Corporate Total
As at and for the year ended April 30, 2020 Revenue $ 320,863 $ 3,892,330	$ - $ 4,213,193
Expenses 1,847,822 3,818,071	611,444 6,277,337
Net income(loss) (1,526,959) 74,259	(611,444) (2,064,144)
Assets 2,377,647 551,551	- $ 2,929,198
Liabilities 2,665,151 680,155	- 3,345,306

As at and for the year ended April 30, 2019
Revenue $ 224,019 $ 2,663,328 Expenses 2,067,098 2,914,742	$ - $ 2,887,347 614,500 5,596,340
Net income(loss) (1,843,079) (251,414)	(614,500) (2,708,993)
Assets 4,056,724 456,789	- 4,513,513
Liabilities 1,565,323 600,154	- 2,165,477

21. RELATED PARTY TRANSACTIONS

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms. a) Key management compensation for the years ended April 30, 2020 and 2019 were as follows:

			For the Years Ended	For the Years Ended
		April	30, 2020	April 30, 2019
Salary	$		426,192	$ 391,406
Short-term benefits	$		83,657	$ 70,514

Page 21

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

21. RELATED PARTY TRANSACTIONS (continued)

b) During the year ended April 30, 2020 and 2019 the Company earned rent and consulting income from a company with a common director of $27,885 and $146,640, respectively.
c) As at April 30, 2020 and 2019, the Company had amounts receivable of $12,365 and $22,566, respectively, from a company controlled by a director.
d) During the year ended April 30, 2020 and 2019, the Company sold $18,720 and $16,020, respectively, of software products and services to companies controlled by a director.

22. CAPITAL MANGEMENT

The Company’s objectives when managing capital are to ensure that there are adequate capital resources to safeguard the Company’s ability to execute on its strategic operating plan, continue as a going concern and to maximize its financial flexibility by maintaining strong liquidity and by utilizing alternative sources of capital including equity, debt and bank loans or lines of credit to fund continued growth. In the management of capital, the Company includes the components of shareholders’ equity and short-term liabilities, as well as cash. The Company sets the amount of capital in proportion to risk and based on the availability of funding sources. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. Additional debt and/or equity financing may be pursued in the future as deemed appropriate to balance debt and equity. To maintain or adjust the capital structure, the Company may issue new shares, take on additional debt or sell assets to reduce debt. The Company is not subject to any externally imposed capital requirements and the Company does not pay out dividends. There were no changes in the Company’s approach to capital management during the year.

23. BUSINESS COMBINATION

On January 31, 2019, Tribe Management Inc. acquired 100% of False Creek for $300,000 cash consideration. The consideration was paid in three tranches:

Upfront payment: $250,000
Instalment payments: Five instalments of $5,000 each were paid in the five months after the closing date
Final payment: A final payment of $25,000 was made 7 months after the closing date.

The present value of the total consideration paid is $299,008, discounted at a rate of 5%. This acquisition resulted in goodwill of $189,378.

In accordance with the measurement requirements set out under IFRS 3 – Business Combinations, the fair value of the assets acquired and liabilities assumed have been determined as follows:

Present value of cash payments	$ 299,008
Fair value ofpurchase consideration	$ 299,008
Allocated to:
Customer relationships (Note 10)	150,178
Goodwill (Note 10)	189,378
Deferred tax liability (Note 18)	(40,548)
Total	$ 299,008

The goodwill represents the excess of purchase price over the fair value of net assets acquired. It is attributable to the workforce acquired and expected synergies from combining operations. The goodwill is not deductible for income tax purposes.

Subsequent to January 31, 2019, False Creek management was integrated into Tribe Property Technologies and therefore the stand-alone amounts of revenue and profit or loss are not readily available.

Page 22

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

24. FIRST TIME ADOPTION OF IFRS

The Company’s financial statements for the year ended April 30, 2020 are the first annual financial statements prepared in accordance with IFRS. IFRS 1 requires first-time adopters to retrospectively apply all effective IFRS standards as of the reporting date. IFRS 1 provides for certain optional exemptions and certain mandatory exemptions for the first-time IFRS adopters. Prior to transition to IFRS, the Company prepared its financial statements in accordance with the Accounting Standards for Private Enterprises in Canada (“ASPE”). The applicable exemptions and exceptions applied in conversion from ASPE to IFRS are described below.

20.1 Mandatory exemptions

Estimates

In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made under pre-changeover ASPE, unless there is objective evidence that those estimates were in error. IFRS employs a conceptual framework that is similar to ASPE.

20.2 Reconciliation between ASPE and IFRS

IFRS 1 requires an entity to reconcile equity and comprehensive income as at the date of transition and as at and for the year ended of the latest period presented in the entity’s most recent annual financial statements. The following tables represent the reconciliations from ASPE to IFRS for the consolidated statements of financial position as at May 1, 2018 and April 30, 2020, and consolidated statements of loss and comprehensive loss for the year ended April 30, 2020.

Page 23

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

24. FIRST TIME ADOPTION OF IFRS (continued)

As at May 1, 2018 ASPE, previously reported Deferred revenue (1) Leases (2)	As at May 1, 2018 ASPE, previously reported Deferred revenue (1) Leases (2)	As at May 1, 2018 ASPE, previously reported Deferred revenue (1) Leases (2)
Assets Current assets $ 677,118 $ - $		-
Non-current assets 1,109,955 -		427,267
Total assets $1,787,073 $- $		427,267
Liabilities
Current liabilities $ 529,135 $ 139,764 $		94,838
Non-current liabilities - -		391,577
Total liabilities 529,135 139,764		486,415
Equity
Share capital 13,500,268 -		-
Accumulated deficit (12,242,330) (139,764)		(59,148)
Total shareholders’ equity 1,257,938 (139,764)		(59,148)
Total liabilities and equity $1,787,073 $ - $		427,267
As at April 30, 2020 ASPE, previously reported Deferred revenue (1) Leases (2)
Assets Current assets $ 661,227 $ - $ -
Non-current assets 1,752,434 - 241,756
Total assets $2,413,661 $- $241,756
Liabilities
Current liabilities $ 2,652,620 $ 229,446 $ 204,725
Non-current liabilities 7,784 - 198,347
Total liabilities 2,660,404 229,446 403,072
Equity
Share capital 15,500,268 - - Accumulated deficit (15,747,011) (229,446) (161,316)
Total shareholders’ equity (246,743) (229,446) (161,316)
Total liabilities and equity $2,413,661 $ - $241,756
For the year ended April 30, 2020 ASPE, previously reported Deferred revenue (1) Leases (2)
Revenue $ 4,187,013 $ 26,180 $-	$- $- $- $- $ 4,213,193
Operating expenses 6,117,113 - (358)	- 10,959 51,398 - 6,179,112
Other (income) expenses (261,072) - 46,236	332,500 - - (21,118) 96,546
Income tax expense - - -	- - 1,679 - 1,679
Net and comprehensive (loss) income $ (1,669,028) $26,180 $ (45,878)	$ (332,500) $ (10,959) $ (53,077) $21,118 $ (2,064,144)

Page 23

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

24. FIRST TIME ADOPTION OF IFRS (continued)

The following note explains each of the adjustments arising from the Company’s transition from ASPE to IFRS as referenced on the reconciliations on the previous page:

(1) Deferred revenue

Under ASPE, revenue was recognized when payment was received from the customer. IFRS requires that revenue be recognized when or as the performance obligation is satisfied. In the case of the Company’s digital services application, the performance obligation is recognized over the estimated usage period. The customer has access to the platform indefinitely, and management has determined the average usage period. Therefore, the revenue related to that revenue stream must be deferred and recognized over time. The deferred revenue is recognized as a liability on the statement of financial position and reversed to revenue over the period that the performance obligation is satisfied.

(2) Leases

ASPE discusses the concept of an operating and capital lease which determines whether a lease is recorded on the balance sheet. Under IFRS, at the commencement of a contract, it is necessary to consider whether a contract is or contains a lease. All leases under IFRS must be recorded on the balance sheet with limited exceptions. Certain leases which were considered operating and expensed as rental costs under ASPE were considered right of use assets under IFRS with a corresponding lease liability recognized on the statements of financial position. Depreciation and interest expense are recognized in the statement of loss and comprehensive loss.

(3) Investments

Under ASPE, the investment in marketable securities was recorded at the cost of the investment. IFRS requires that investments in marketable securities be designated as fair value through profit and loss. The investments in marketable securities are recognized on the statement of financial position at its fair value with a corresponding gain or loss on fair value in the statement of loss and comprehensive loss.

(4) Asset acquisitions

Under ASPE the purchase price of certain asset acquisitions was allocated in part to goodwill. IFRS does not allow goodwill to be recognized on asset acquisitions, as any consideration is considered part of the cost of the assets acquired. The goodwill was reclassified to the asset on the statement of financial position and is amortized in the statement of loss and comprehensive loss over its useful life.

(5) Business combinations

Under ASPE, the acquisitions outlined in Note 23 were recorded as an investment on the statement of financial position. IFRS requires the purchase price is allocated to the assets acquired and liabilities assumed with any difference recognized as goodwill or a bargain purchase. The previously recognized investment was allocated to the identifiable net assets on the statement of financial position and the resulting intangible assets are amortized in the statement of loss and comprehensive loss over its useful life.

(6) Fair value loan

Under ASPE, the CEBA loan was recorded at its cost. IFRS requires that the loan be carried at its fair value. Therefore, the CEBA loan was recognized at its fair value on the statement of financial position with a corresponding gain on government grant recognized in the statement of loss and comprehensive loss.

Page 24

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

25. SUBSEQUENT EVENTS

Subsequent to the year ended April 30, 2020 the Company entered into the following transactions:

Agreement with Cherry Street Capital Inc.

On October 30, 2020 the Company announced that it entered into a letter of intent with Cherry Street Capital Inc. (“Cherry Street”). It is anticipated that Tribe will amalgamate with a wholly-owned subsidiary of Cherry Street and, following the completion of the transaction, be listed on the TSX Venture Exchange. It is expected that $1,266,365 of the advances from shareholders will be converted to common stock concurrent with closing the amalgamation with Cherry Street. It is also expected that the balance of the advances from shareholders will be repaid at the same time.

Subscription Receipt Financings

Acquisition of Gateway Property Management Corp.

In December 2020, Tribe acquired 100% of the common shares of Gateway Property Management Corp. (“Gateway”) and R.D.C. Property Services Ltd. for 1,834,386 common shares of the Company, $5,000,000 in cash and a $4,000,000 loan repayable over five years following closing (the “Gateway Acquisition”). The cash consideration is to be paid to the sellers upon release of funds from the Subscription Receipt Financing. Gateway is a property management company with a network of clients across Canada.

The preliminary purchase price allocation of the Gateway Acquisition is as follows:

Fair value of Tribe shares	$	1,000,000
(200,000 post-consolidation common shares at $5.00 per share)
Cash consideration		5,000,000
Notepayable		4,000,000
Total fair value of consideration		10,000,000
Allocated to:
Net assets		(2,745,516)
Settlement of preferred shares		4,000,000
Intangible assets andgoodwill		8,745,516
Total		10,000,000

Page 25

TRIBE PROPERTY TECHNOLOGIES INC. (Formerly Bazinga Technologies Inc.) Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (In Canadian dollars)

25. SUBSEQUENT EVENTS (continued)

Issuance of stock options

On May 1, 2020 the Company approved the issuance of 3,619,820 stock options. The stock options have an exercise price of $0.30, vested immediately and expire on April 30, 2025. On February 1, 2021, the Company granted 1,834,380 pre-consolidation stock options to an officer of the Company, with an exercise price of $0.5451, vesting over four years and expiring on January 31, 2026. On February 22, 2021, the Company granted 2,381,632 pre-consolidation stock options to officers and employees of the Company with an exercise price of $0.5451, vesting over four years and expiring on February 21, 2026. The Company additionally granted 1,017,191 preconsolidation stock options to directors and consultants of the Company with an exercise price of $0.5451, vesting over two years and expiring on February 21, 2026.

Advisory, Employment, and Investor Relations Agreements

On September 9, 2020, Tribe entered into advisory fee agreements for the receipt of strategic advisory services, principally related to the financing and corporate development of Tribe and the pursuit of a going public transaction. In consideration for these services, on November 25, 2020, Tribe issued 4,897,547 common shares of the Company. Of the total common shares issued, 3,497,547 were issued to a company controlled by a Related Party of the Company.

Page 25

APPENDIX C

FINANCIAL STATEMENTS OF GATEWAY PROPERTY MANAGEMENT CORP.

GATEWAY PROPERTY MANAGEMENT CORP.

Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars)

GATEWAY PROPERTY MANAGEMENT CORP. Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian Dollars)

As at	September 30, 2020	September 30, 2020
		(unaudited)	December 31, 2019
ASSETS
Current assets
Cash	$	842,977	$	932,058
Receivables (Note 5)		195,378		252,975
Prepaid expenses		116,071		207,974
Investments		58,438		63,209
		1,212,864		1,456,216
Propertyand equipment(Note 6)		1,400,785		1,752,283
TOTAL ASSETS	$	2,613,649	$	3,208,499
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	443,218	$	493,914
Current portion of lease obligations (Note 7)		608,826		669,920
Preferred shares liability (Note 10)		4,000,000		4,256,473
		5,052,044		5,420,307
Lease obligations (Note 7)		834,966		1,163,133
Due to relatedparties(Note 10)		-		422,208
TOTAL LIABILITIES		5,887,010		7,005,648
SHAREHOLDERS’ EQUITY
Share capital (Note 8)		100		100
Accumulated deficit		(3,273,461)		(3,797,249)
TOTAL SHAREHOLDERS’ DEFICIT		(3,273,361)		(3,797,149)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,613,649	$	3,208,499

Subsequent Event (Note 11)

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on February 26, 2021. They are signed on behalf of the Board of Directors by:

/s/ “Scott Ullrich”

Director

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

GATEWAY PROPERTY MANAGEMENT CORP. Condensed Consolidated Interim Statements of Income and Comprehensive Income

(Expressed in Canadian Dollars - unaudited)

	For the Three Months Ended	For the Nine Months Ended
September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
REVENUE(Note 3) $ 2,375,454 $ 2,391,624 $ 6,958,314 $ 7,149,847

OPERATING EXPENSES
Cost of property management $ 885,618 $ 920,650 $ 2,713,886 $ 2,790,493
Selling, general and administrative expenses (Notes 4 and 10) 1,078,083 1,087,427 3,145,438 3,343,003
Depreciation(Note 6) 156,192 117,206 390,945 351,625
INCOME FROM OPERATIONS 255,561 266,341 708,045 664,726

OTHER INCOME AND EXPENSES
Unrealized gain (loss) on fair value of investments 4,706 5,395 (4,771) 17,285
Interest expense(Note 7) (39,060) (51,735) (127,451) (164,800)
NET AND COMPREHENSIVE INCOME BEFORE TAX 221,207 220,001 575,823 517,211
Income tax expense (13,917) (33,330) (52,035) (99,990)
NET INCOME AND COMPREHENSIVE INCOME $ 207,290 $186,671 $ 523,788 $417,221

BASIC AND DILUTED EARNINGS PER SHARE $ 2,073 $1,867 $ 5,238 $4,172
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 100 100 100 100

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

GATEWAY PROPERTY MANAGEMENT CORP. Condensed Consolidated Interim Statements of Cash Flow

(Expressed in Canadian Dollars - unaudited)

Fair value(gain)loss on investments 4,771 (17,285)	Fair value(gain)loss on investments 4,771 (17,285)
1,098,990 1,016,351 Net changes in non-cash working capital items: Receivables and prepaid expenses 97,465 107,153 Accountspayable and accrued liabilities (50,696) (174,356)
1,145,759 949,148 Taxes paid - - Interestpaid (127,451) (164,800)
Net cash flows from operating activities 1,018,308 784,348
INVESTING ACTIVITY Purchase ofpropertyand equipment(Note 6) (39,447) (34,251)
Net cash flows used in investing activity (39,447) (34,251)

FINANCING ACTIVITIES
Repayment of related party loans (Note 10) (422,208) (121,500) Payment of lease obligations (Note 7) (389,261) (370,236) Repayment ofpreferred shares (256,473) -
Net cash flows used in financing activities (1,067,942) (491,736)
Net increase (decrease) in cash (89,081) 258,361 Cash, beginning ofyear 932,058 803,459
Cash, end ofyear $ 842,977 $1,061,820

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

GATEWAY PROPERTY TECHNOLOGIES CORP. Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars - unaudited)

Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total
Balance, December 31, 2018 100 $ 100 $ (4,209,355) $ (4,209,255) Net income for theperiod - - 417,221 417,221
Balance, September 30, 2019 100 $ 100 $(3,792,134) $(3,792,034)
Balance, December 31, 2019 100 $ 100 $ (3,797,249) $ (3,797,149) Net income for theperiod - - 523,788 523,788
Balance, September 30, 2020 100 $ 100	$(3,273,461) $(3,273,361)

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

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2020 and 2019 (In Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Gateway Property Management Corp. (the “Company” or “Gateway”) was incorporated under the Canada Business Corporations Act on January 1, 2008. The principal business activity of the Company is offering property management services to meet the needs of condominium and residential communities and owners and residents. The address of its registered office is 1090 West Georgia Street, Suite 800, Vancouver, British Columbia.

These financial statements have been prepared on the basis that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the nine months ended September 30, 2020, the Company recognized net income of $523,788 ($417,221 in 2019) and earned cash inflows from operating activities of $1,018,308 ($784,348 in 2019). At September 30, 2020, the Company had cash of $842,977 ($932,058 at December 31, 2019), yet its current liabilities exceeded its current assets by $3,839,180 ($3,964,091 at December 31, 2019).

These above noted matters raise significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to realize the carrying value of its assets and continue as a going concern is dependent on its ability to obtain continued financial support from its shareholders or lenders as required to satisfy liabilities as they come due and ultimately the execution of the Company’s strategic plan to improve the scale and profitability of its business to achieve future profitable operations. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting , as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed, and therefore these condensed consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2019 audited annual consolidated financial statements and notes thereto.

These condensed consolidated interim financial statements are based on the IFRS issued and effective as of February 26, 2021, the date these financial statements were authorized for issuance by the Company’s Board of Directors, and follow the same accounting policies and methods of computation as the most recent annual financial statements.

2.2 Significant accounting judgements, estimates and assumptions

Going concern

Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its condensed consolidated interim financial statements. Management prepares its condensed consolidated interim financial statements on a going concern basis unless management either intends to liquidate the Company or has no realistic alternative other than to do so.

Determination of useful life

Page 5

GATEWAY PROPERTY MANAGEMENT CORP.

Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2020 and 2019 (In Canadian dollars)

3. REVENUE

A disaggregation of revenue from contracts with customers is as follows:

	Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	September 30,	September 30,	September 30,	September 30,
	2020	2019	2020	2019
Management fees	$ 2,103,462	$ 2,217,864	$ 6,398,673	$ 6,579,246
Commissions and other fees	193,714	124,405	392,948	407,970
Administrative fees	78,278	49,355	166,693	162,631
Total revenue	$ 2,375,454	$ 2,391,624	$ 6,958,314	$ 7,149,847

4. SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses are comprised of:

	Three Months Ended	Three Months Ended		Nine Months Ended	Nine Months Ended
	September 30,	September 30,		September 30,	September 30,
	2020		2019	2020	2019
Salaries and wages	$ 528,645	$	481,785	$ 1,643,335	$ 1,486,495
Office expenses	518,851		570,630	1,382,308	1,661,185
Professional fees	27,601		19,138	104,274	122,927
Advertisingandpromotion	2,986		15,874	15,521	72,396
	$ 1,078,083	$ 1,087,427		$ 3,145,438	$ 3,343,003

5. RECEIVABLES

The balance of receivables is comprised of the following:

	September 30, 2020	December 31, 2019
Receivables	$ 176,475	$ 138,740
Income tax receivable	-	75,621
Other receivables	18,903	38,614
	$ 195,378	$ 252,975

6. PROPERTY AND EQUIPMENT

			Furniture
			and	Computer		Computer	Leasehold	Right-of-use
	Automobiles	equipment		hardware		software	improvements	assets	Total
Cost
Balance, December 31, 2019	$ 167,565	$	795,903	$ 1,577,747	$	722,719	$ 573,344	$ 4,049,734	$ 7,887,012
Additions	-		6,696	21,837		10,914	-	-	39,447
Balance, September 30, 2020	$ 167,565	$	802,599	$ 1,599,584	$	733,633	$ 573,344	$ 4,049,734	$ 7,926,459
Accumulated amortization
Balance, December 31, 2019	$ 150,808	$	719,812	$ 1,547,615	$	722,719	$ 382,913	$ 2,610,862	$ 6,134,729
Amortization	3,770		11,916	16,771		4,093	16,807	337,588	390,945
Balance, September 30, 2020	$ 154,578	$	731,728	$ 1,564,386	$	726,812	$ 399,720	$ 2,948,450	$ 6,525,674
Net book value
Balance,December 31,2019	$16,757	$	76,091	$30,132	$	-	$190,431	$1,438,872	$1,752,283
Balance,September 30,2020	$12,987	$	70,871	$35,198	$	6,821	$173,624	$1,101,284	$1,400,785

Page 6

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2020 and 2019 (In Canadian dollars)

7. LEASES

The Company leases office space for its operations as well as computers and related equipment. The lease liabilities were measured at the present value of the lease payments plus the anticipated exercise of renewal options, discounted using the incremental borrowing rate which was estimated to be between 10% and 13%.

The Company’s lease liabilities are as follows:

	September 30, 2020	December 31, 2019
Current portion of lease obligations	$ 608,826	$ 669,920
Non-currentportion of lease obligations	834,966	1,163,133
	$ 1,443,792	$ 1,833,053

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

Balance, December 31, 2019	$	1,833,053
New leases		-
Interest expense		127,451
Payments		(516,712)
Balance,September 30,2020	$	1,443,792

The Company did not designate any leases as low-value or short-term under IFRS 16.

8. SHARE CAPITAL

8.1 Authorized

Authorized, unlimited number of common shares without par value.

8.2 Issued common shares

As at September 30, 2020 and December 31, 2019 the Company had 100 common shares outstanding.

9. FINANCIAL INSTRUMENTS

9.1 Categories of financial instruments and fair value measurements

The Company’s financial assets and liabilities are classified as follows:

	September 30, 2020	December 31, 2019
Financial assets:
*Fair value through profit and loss*
Cash	$ 842,977	$ 932,058
Receivables	195,378	252,975
Investments	58,438	63,209
Financial liabilities:
*Financial liabilities at amortized cost*
Accounts payable	$ 74,120	$ 74,132
Due to relatedparties	-	422,208

9.2 Fair value information

The fair values of the Company’s financial instruments approximate their carrying amounts due to the short-term nature of these instruments.

Page 7

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2020 and 2019 (In Canadian dollars)

9. FINANCIAL INSTRUMENTS (continuned)

9.2 Fair value information (continued)

IFRS 7 Financial Instruments: Disclosures establishes a fair value hierarchy that reflects the significance of inputs used in measuring fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

9.3 Management of financial risks

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

The Company has a significant number of customers which minimizes concentration of credit risk. Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. In order to reduce its credit risk, the Company deals only with financially sound counterparties and, accordingly, does not anticipate loss for non-performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The Company’s cash is also exposed to credit risk. Cash is held with a major financial institution. Consequently, the risk is low.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rates on its lease liabilities are fixed, and as such, the Company has assessed interest rate risk as low. The Company does not use derivative instruments to reduce its exposure to interest rate risk.

Currency risk

Liquidity risk

Page 8

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2020 and 2019 (In Canadian dollars)

10. RELATED PARTY TRANSACTIONS

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms. a) Key management compensation for the three and nine months ended September 30, 2020 and 2019 were as follows:

were as follows:
	Three Months Ended	Nine Months Ended
September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Salary $ 100,000 $ 100,000 $ 300,000 $ 300,000 Short-term benefits $ 13,750 $ 13,750 $ 41,250 $ 41,250

b) As at September 30, 2020 the Company owed $nil (December 31, 2019 - $422,208) to certain related parties of the Company. The amounts are unsecured and non-interest bearing.
c) During the three and nine months ended September 30, 2020 the Company made payments of $272,203 and $816,610, respectively (2019 - $231,980 and $717,525) to a company controlled by a director. The payments include lease payments for rent of an office space and other related fees. The office leases have an average term of 6.5 years.
d) During the nine months ended September 30, 2020 the Company made payments on the redemption of preferred shares of $256,473 to a company controlled by an officer.

11. SUBSEQUENT EVENT

Subsequent to the period ended September 30, 2020 the Company entered into the following transaction:

Agreement with Tribe Property Technologies Inc.

In December 2020, the Company sold 100% of its outstanding common shares to Tribe Property Technologies Inc. (“Tribe”) for consideration of 1,834,386 common shares, $5,000,000 in cash, and a $4,000,000 loan repayable over five years following closing (the “Acquisition”). The $4,000,000 preferred share liability was converted to the loan payable as part of the Acquisition. The cash consideration is to be paid to the sellers upon release of funds from the Tribe Subscription Receipt Financing, defined herein.

In December 2020, Tribe completed a brokered private placement financing through the issuance of 2,325,984 subscription receipts for gross proceeds of $11,629,920 (“Tribe Subscription Receipt Financing”). The gross proceeds will be held in escrow pending satisfaction of certain conditions (“Escrow Release Conditions”), including the closing of the Acquisition, a consolidation of Tribe’s outstanding shares on the basis of one post-consolidation share for every 9.1719 pre-consolidation common shares, and receiving conditional approval for listing on the TSX Venture Exchange following the amalgamation with Cherry Street Capital Inc. (“Cherry Street”).

On October 30, 2020 Tribe announced that it entered into a letter of intent with Cherry Street. It is anticipated that Tribe will amalgamate with a wholly-owned subsidiary of Cherry Street and, following the completion of the transaction, be listed on the TSX Venture Exchange as a Tier 2 Technology Issuer.

Page 9

GATEWAY PROPERTY MANAGEMENT CORP.

Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (Expressed in Canadian Dollars)

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INDEPENDENT AUDITOR'S REPORT

To the Directors of Gateway Property Management Corp.:

Opinion

We have audited the consolidated financial statements of Gateway Property Management Corp. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2019, 2018, and 2017, and the consolidated statements of income and comprehensive income, cash flows and changes in shareholders equity for the years ended December 31, 2019 and 2018 and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019, 2018, and 2017, and its financial performance and its cash flows for the years ended December 31, 2019 and 2018 in accordance with International Financial Reporting Standards.

Basis for Opinion

Material Uncertainty Related to Going Concern

Other Information

Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

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March 9, 2021

GATEWAY PROPERTY MANAGEMENT CORP. Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at December 31, 2019	December 31, 2018 December 31, 2017
ASSETS
Current assets
Cash $ 932,058	$ 803,459 $ 846,498 308,894 168,238 196,172 212,521 46,516 50,964
Receivables (Note 7) 252,975
Prepaid expenses 207,974
Investments(Note 8) 63,209
	1,355,041 1,278,221 1,990,647 2,288,768
1,456,216
Propertyand equipment(Note 9) 1,752,283
	$ 3,345,688 $ 3,566,989
TOTAL ASSETS $ 3,208,499
	$ 669,349 $ 454,867 673,693 690,316 4,256,473 4,256,473

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Note 10) $ 493,914
Current portion of lease obligations (Note 11) 669,920
Preferred share liability (Note 12) 4,256,473
	5,599,515 5,401,656 1,380,831 1,818,233 574,597 813,408
5,420,307
Lease obligations (Note 11) 1,163,133
Due to relatedparties(Note 16) 422,208
TOTAL LIABILITIES 7,005,648	7,554,943 8,033,297
	100 100 (4,209,355) (4,466,408)
SHAREHOLDERS’ EQUITY
Share capital (Note 13) 100
Accumulated deficit (3,797,249)
	(4,209,255) (4,466,308)
TOTAL SHAREHOLDERS’ EQUITY (3,797,149)
	$ 3,345,688 $ 3,566,989
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 3,208,499

Subsequent Event (Note 19)

These consolidated financial statements were authorized for issue by the Board of Directors on February 26, 2021. They are signed on behalf of the Board of Directors by:

/s/ “Scott Ullrich”

Director

The accompanying notes form an integral part of these consolidated financial statements.

GATEWAY PROPERTY MANAGEMENT CORP. Consolidated Statements of Income and Comprehensive Income

(Expressed in Canadian Dollars)

GATEWAY PROPERTY MANAGEMENT CORP. Consolidated Statements of Income and Comprehensive Income (Expressed in Canadian Dollars)
	For the Years Ended
	December 31, 2019 December 31, 2018
REVENUE(Note 5) $	9,478,824 $ 9,358,312

OPERATING EXPENSES
Cost of property management services	3,690,414 3,583,862
Selling, general and administrative expenses (Note 6)	4,566,244 4,695,249
Depreciation(Note 9)	556,315 536,774
INCOME FROM OPERATIONS	665,851 542,427

OTHER INCOME AND EXPENSES
Unrealized gain (loss) on investments (Note 8)	16,693 (4,448)
Interest expense(Note 11)	(213,512) (236,790)
NET INCOME AND COMPREHENSIVE INCOME BEFORE TAX	469,032 301,189

Income tax expense(Note 14)	(56,080) (42,636)
NET INCOME AND COMPREHENSIVE INCOME $	412,952 $ 258,553

BASIC AND DILUTED EARNINGS PER SHARE $	4,130 $ 2,586
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	100 100

The accompanying notes form an integral part of these consolidated financial statements.

GATEWAY PROPERTY MANAGEMENT CORP. Consolidated Statements of Cash Flow

(Expressed in Canadian Dollars)

	For the Years Ended	For the Years Ended
	December 31, 2019 December 31,2018
Cash flows provided from (used in):
OPERATING ACTIVITIES
Net income
Adjustments for item not affecting cash:
Provision for income taxes
Depreciation (Note 9)
Interest expense (Note 11)
Fair value(gain)/loss on investments(Note 8)
	1,222,166 1,079,201 (11,963)(166,943) (175,435) 214,482
Net changes in non-cash working capital items:
Accounts receivable and prepaid expenses (Note 7)
Accountspayable and accrued liabilities(Note 10)
	1,034,768 1,126,740 - - (213,512) (236,790)
Taxes paid	-
Interestpaid
Net cash flows from operating activities	821,256 889,950
	(39,202) (238,653)
INVESTING ACTIVITY
Purchase ofpropertyand equipment(Note 9)
Net cash flows used in investing activity	(39,202) (238,653)

FINANCING ACTIVITIES
Repayment of related party loans (Note 16)	(152,389) (238,811) (500,220) (454,025) (846) (1,500)
Payment of principal of lease obligations (Note 11)
Dividendspaid
Net cash flows used in financing activities	(653,455) (694,336)
	128,599 (43,039) 803,459 846,498
Net increase (decrease) in cash
Cash, beginning ofyear
Cash, end ofyear	$ 932,058 $803,459

The accompanying notes form an integral part of these consolidated financial statements

GATEWAY PROPERTY TECHNOLOGIES CORP.

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total	Number of shares Amount Accumulated deficit Total
Balance, December 31, 2017 100 $ 100 $(4,466,408) $(4,466,308)
Dividends paid - - (1,500) (1,500) Net income for theyear - - 258,553 258,553
Balance, December 31, 2018 100 $ 100 $(4,209,355) $(4,209,255)
Balance, December 31, 2018 100 $ 100 $ (4,209,355) $ (4,209,255) Refundable dividend taxes paid - - (846) (846) Net income for theyear - - 412,952 412,952
Balance, December 31, 2019	100 $ 100	$(3,797,249)	$(3,797,149)

The accompanying notes form an integral part of these consolidated financial statements.

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

These financial statements have been prepared on the basis that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, 2019, the Company recorded net income of $412,952 ($258,553 in 2018) and earned cash inflows from operating activities of $821,257 ($889,950 in 2018). At December 31, 2019, the Company had cash of $932,058 ($803,459 at December 31, 2018) on hand, however its current liabilities exceeded its current assets by $3,964,091 ($4,244,474 at December 31, 2018).

These above noted matters raise significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to realize the carrying value of its assets and continue as a going concern is dependent on its ability to obtain continued financial support from its shareholders or lenders as required to satisfy liabilities as they come due and ultimately the execution of the Company’s strategic plan to improve the scale and profitability of its business to achieve future profitable operations. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

These consolidated financial statements have been prepared in accordance with the accounting policies presented below and are based on the IFRS and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective as of December 31, 2019. The policies set out below were consistently applied to all the periods presented unless otherwise noted.

The Company's consolidated financial statements were previously prepared in accordance with Accounting Standards for Private Enterprises (“ASPE), which differs in some areas from IFRS. In preparing these consolidated financial statements, management has amended certain accounting methods previously applied in the ASPE consolidated financial statements to comply with IFRS. The comparative figures as at and for the year ended December 31, 2018 were restated to reflect these amendments. Reconciliations and descriptions of the effect of the transition from ASPE to IFRS are provided in Note 18.

The financial statements of the Company for the year ended December 31, 2019 were authorized for issue by the Board of Directors (“Board”) on February 26, 2021.

2.2 Basis of preparation

The financial statements have been prepared on an accrual basis and are based on historical cost, except for certain financial instruments that are measured at fair value.

2.3 Basis of consolidation

These consolidated financial statements include the accounts of Gateway, and its wholly owned subsidiary, Gateway West Management Corporation. Intercompany balances and transactions have been eliminated in preparing these consolidated financial statements.

Page 5

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.4 Business combinations

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in the consolidated statement of income and comprehensive income. The Company recognizes contingent consideration relating to its business acquisitions at fair value at the date the transaction closes and revalues the component of contingent consideration recognized as a liability at each subsequent reporting date and on settlement. Contingent consideration that will be settled by delivering a fixed number of common shares is classified as equity and not revalued at each subsequent reporting date.

2.5 Foreign currency translation

Functional and presentation currency

The Company’s consolidated financial statements are presented in Canadian dollars.

The functional currency of the Company and its subsidiary is the Canadian dollar.

Transactions and balances

2.6 Cash and cash equivalents

Cash and cash equivalents include cash on hand, outstanding deposits and short-term deposits which are highly liquid with original maturities of less than three months.

2.7 Financial instruments

Classification and measurement

Financial assets

Page 6

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.7 Financial instruments (continued)

Classification and measurement (continued)

Financial assets (continued)

Amortized cost

Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. The Company’s cash and accounts receivable are classified in this category.

Fair value through other comprehensive income (“FVTOCI”)

Fair value through profit or loss (“FVTPL”)

Financial liabilities

All financial liabilities are initially recognized at fair value plus or minus transactions costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL. The Company’s accounts payable and due to related parties are measured at amortized cost.

Impairment of financial assets

2.8 Property and equipment

Depreciation is calculated based on the cost of the asset less its residual value and is recognized in net income on a straight-line or declining balance basis over the estimated useful life of each item of property and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. The estimated useful lives for the current and comparative year are as follows:

Page 7

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8 Property and equipment (continued)

Assets	Basis	Estimated useful life/rate
Automobiles	Declining balance	30%
Furniture and equipment	Declining balance	20%
Computer hardware	Declining balance	30, 45 & 55%
Computer software	Declining balance	100%
Leasehold improvements	Straight line	Lease term
Right-of-use assets	Straight line	Lease term

2.9 Impairment

2.10 Leases

Page 8

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.10 Leases (continued)

The Company recognizes a depreciation charge for right-of-use assets and interest expense on lease liabilities in the consolidated statement of income and comprehensive income.

2.11 Income taxes

(i) the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss,
(ii) differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and,
(iii) deferred tax for taxable temporary differences arising on the initial recognition of goodwill.

2.12 Share capital

Common shares

Equity units

2.13 Stock-based compensation

Stock-based compensation to employees and non-employees includes expense related to the vesting of stock options. The fair value of stock options are measured at the grant date and each tranche is recognized on a straight-line basis over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model (“BSM”) taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. The BSM requires management to estimate the expected volatility, the term of the equity instrument, the risk-free rate of return over the term, expected dividends, and the number of equity instruments expected to ultimately vest. In estimating expected volatility, the Company considers the historical share price volatility of its common shares as well the historical share price of similar publicly listed entities. The fair value of stock options is charged to profit or loss with a corresponding increase in contributed surplus within equity. Previously recognized expenses are not subsequently reversed for options that vest but are not exercised. If and when stock options are ultimately exercised, the applicable amount of contributed surplus is transferred to share capital.

Page 9

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2.14 Revenue recognition

The Company determines the amount of revenue to be recognized through application of the following steps:

Identification of the contract(s) with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when or as the Company satisfies the performance obligations.

Gateway generates revenue from its property management services which are provided to condominium and residential communities and owners and residents.

3. SIGNIFICANT ACCOUNTING POLICIES APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

Certain new and revised accounting standards and IFRIC interpretations have been issued and the Company’s assessment of the impact of these new standards and interpretations is set out below:

3.1 IFRS 16 Leases

IFRS 16 Leases (“IFRS 16”) introduced new requirements for the classification and measurement of leases. Under IFRS 16, a lessee no longer classifies leases as operating or financing and records all leases in the consolidated statement of financial position, unless the lease term is 12 months or less or the underlying asset has a low value. The Company has applied IFRS for all period presented. Refer to Note 2.10 for the Company’s accounting policy for leases and Note 11 for a summary of lease obligations under IFRS 16.

3.2 IFRS 3 Business Combinations

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The Company’s main judgements, estimates, and assumptions are presented below:

Page 10

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)

4.1 Valuation of deferred tax assets

4.2 Determination of useful life

5. REVENUE

A disaggregation of revenue from contracts with customers is as follows:

	December 31, 2019	December 31, 2018
Management fees	$ 8,767,906	$ 8,597,082
Commissions and other fees	492,373	540,067
Administrative fees	218,545	221,163
	$ 9,478,824	$ 9,358,312

6. SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses are comprised of:

	December 31, 2019	December 31, 2018
Salaries and wages	$ 2,256,252	$ 2,474,833
Office expenses	2,001,465	1,951,685
Professional fees	205,269	143,028
Advertisingandpromotion	103,258	125,703
	$ 4,566,244	$ 4,695,249

7. RECEIVABLES

The balance of receivables is comprised of the following:

	December 31, 2019	December 31, 2018	December 31, 2017
Accounts receivable	$ 138,740	$ 164,119	$ 143,133
Income tax receivable	75,621	79,830	-
Other receivables	38,614	64,945	25,105
	$ 252,975	$ 308,894	$ 168,238

Page 11

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

8. INVESTMENTS

The investment in marketable securities consists of 1,077 common shares of Sunlife Financial. A continuity of the fair value of the investment is as follows:

Balance, December 31, 2017	$	50,964
Fair value adjustment		(4,448)
Balance, December 31, 2018		46,516
Fair value adjustment		16,693
Balance,December 31,2019	$	63,209

9. PROPERTY AND EQUIPMENT

			Furniture
			and		Computer	Computer		Leasehold	Right-of-use
	Automobiles		equipment		hardware	software	improvements		assets	Total
Cost
Balance, December 31, 2017	$	167,565	$ 782,001	$	1,530,968	$ 676,053	$	402,836	$ 3,770,985	$ 7,330,408
Additions		-	6,273		64,349	46,666		170,108	-	287,396
Disposals		-	-		(48,743)	-		-	-	(48,743)
Balance, December 31, 2018		167,565	788,274		1,546,574	722,719		572,944	3,770,985	7,569,061
Additions		-	7,629		31,173	-		400	278,749	317,951
Balance, December 31, 2019	$	167,565	$ 795,903	$	1,577,747	$ 722,719	$	573,344	$ 4,049,734	$ 7,887,012
Accumulated amortization
Balance, December 31, 2017	$	133,367	$ 680,894	$	1,521,333	$ 675,834	$	346,620	$ 1,683,592	$ 5,041,640
Amortization		10,260	20,849		9,197	23,552		13,863	459,053	536,774
Balance, December 31, 2018		143,627	701,743		1,530,530	699,386		360,483	2,142,645	5,578,414
Amortization		7,181	18,069		17,085	23,333		22,430	468,217	556,315
Balance, December 31, 2019	$	150,808	$ 719,812	$	1,547,615	$ 722,719	$	382,913	$ 2,610,862	$ 6,134,729
Net book value
Balance,December 31,2017	$	34,198	$101,107	$	9,635	$219	$	56,216	$2,087,393	$2,288,768
Balance,December 31,2018	$	23,938	$86,531	$	16,044	$23,333	$	212,461	$1,628,340	$1,990,647
Balance,December 31,2019	$	16,757	$76,091	$	30,132	$-	$	190,431	$1,438,872	$1,752,283

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities are comprised of the following:

	December 31, 2019	December 31, 2018	December 31, 2017
Accounts payable and accrued liabilities	$ 139,770	$ 78,857	$ 110,598
Accrued payroll liabilities	314,086	490,177	208,908
Sales taxes payable	40,058	100,315	42,850
Income taxespayable	-	-	92,511
	$ 493,914	$ 669,349	$ 454,867

11. LEASES

The Company leases office space for its operations as well as computers and related equipment. The lease liability was measureed at the present value of the lease payments plus the anticipated exercise of renewal options, discounted using the incremental borrowing rate which was estimated to be between 10% and 13%.

Page 12

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

11. LEASES (continued)

The Company’s lease liabilities are as follows:

	December 31, 2019	December 31, 2018	December 31, 2017
Current portion of lease obligations	$ 669,920	$ 673,693	$ 690,316
Non-currentportion of lease obligations	1,163,133	1,380,831	1,818,233
	$ 1,833,053	$ 2,054,524	$ 2,508,549

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

Balance, December 31, 2017	$	2,508,549
New leases		-
Interest expense		236,790
Payments		(690,815)
Balance, December 31, 2018		2,054,524
New leases		278,749
Interest expense		213,512
Payments		(713,732)
Balance, December 31, 2019	$	1,883,053

As at December 31, 2019, the Company is committed to minimum lease payments as follows:

	December 31, 2019
Less than one year	697,259
One to five years	1,442,523
More than five years	-
Total undiscounted lease liabilities	2,139,782

The Company did not designate any leases as low-value or short-term under IFRS 16.

12. PREFERRED SHARE LIABILITY

The Company has 1,000 Class B preferred shares outstanding with an aggregated redemption value of $4,256,473 as at December 31, 2019, 2018 and 2017. The preferred shares are redeemable and retractable at the option of the Company or the Shareholder, with 21 days notice.

13. SHARE CAPITAL

13.1 Authorized

Authorized, unlimited number of common shares without par value.

13.2 Issued common shares

As at December 31, 2019 and 2018 the Company had 100 common shares outstanding at a par value of $100.

Page 13

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

14. INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

		December 31,		December 31,
		2019		2018
Net Income for the year, before tax	$	469,032	$	301,189
Canadian federal andprovincial statutoryincome tax rate		11.50%		11.50%
Income tax based on Canadian statutory income tax rates		53,939		34,637
Effects of the following:
Recognition of previously unrecognized tax assets		(12,556)		(9,860)
Non-deductible expenditures		29,468		18,637
Changes in unrecognized deferred tax assets		(14,951)		(778)
Income tax expense	$	56,080	$	42,636

At December 31, 2019 and 2018, the Company had deductible temporary differences and unused tax losses for which no deferred tax assets have been recognized as follows:

		December 31,		December 31,
		2019		2018
Non-capital loss carry-forwards	$	2,397	$	1,063
Deductible temporary differences relating to:
Capital assets		21,305		36,630
Marketable securities		(3,573)		(2,613)
Unrecognized deferred tax assets		(20,129)		(35,080)
	$	-	$	-

The Canadian non-capital losses at December 31, 2019 expire as follows:

Expiry date
2038		9,247
2039		11,594
	$	20,841

15. FINANCIAL INSTRUMENTS

15.1 Categories of financial instruments and fair value measurements

The Company’s financial assets and liabilities are classified as follows:

	December 31, 2019	December 31, 2018	December 31, 2017
Financial assets:
*Fair value through profit and loss*
Cash	$ 932,058	$ 803,459	$ 846,498
Receivables	252,975	308,894	168,238
Investments	63,209	46,516	50,964
Financial liabilities:
*Financial liabilities at amortized cost*
Accounts payable	$ 74,132	$ 42,009	$ 88,692
Due to relatedparties	422,208	574,597	813,408

Page 14

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

15. FINANCIAL INSTRUMENTS (continued)

15.2 Fair value information

The fair values of the Company’s financial instruments approximate their carrying amounts due to the short-term nature of these instruments.

IFRS 13 Fair Value Measurement establishes a fair value hierarchy that reflects the significance of inputs used in measuring fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

At December 31, 2019, 2018, and 2017 the Company had no financial assets measured and recognized on the consolidated statement of financial position at fair value belonging in Level 2 or Level 3 of the fair value hierarchy.

The following is an analysis of the contractual maturities of the Company’s financial liabilities as at December 31, 2019:

	Within 12 months	After 12 months
Accounts payable and accrued liabilities	493,914	-
Lease liabilities	669,920	1,163,133
Preferred share liability	4,256,473	-
Due to related parties	422,208	-
Total	5,842,515	1,163,133

15.3 Management of financial risks

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

The Company has a significant number of customers which minimizes concentration of credit risk. Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. In order to reduce its credit risk, the Company deals only with financially sound counterparties and, accordingly, does not anticipate loss for non-performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The Company’s cash is also exposed to credit risk. Cash is held with a major financial institution. Consequently, the risk is low.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no liabilities bearing interest at variable rates, and consequently is not exposed to interest rate risk. The Company does not use derivative instruments to reduce its exposure to interest rate risk.

Currency risk

Liquidity risk

Page 15

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

16. RELATED PARTY TRANSACTIONS

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms. a) Key management compensation for the years ended December 31, 2019 and 2018 were as follows:

		For the	Years Ended
	December	31, 2019	December 31, 2018
Salary	$	400,000	$ 400,000
Short-term benefits	$	55,000	$ 55,000

b) As at December 31, 2019 the Company owed $422,208 (2018 - $574,597; 2017 - $813,408) to certain related parties of the Company. The amounts are unsecured and non-interest bearing. The parties have waived, in writing, their right to demand repayment of these amounts during the next fiscal year.
c) During the year ended December 31, 2019 the Company made payments of $962,562 (2018 - $874,398) to a company controlled by a director. The payments include lease payments for rent of an office space, storage, parking and other related fees. The office leases have an average term of 6.5 years.
d) During the year ended December 31, 2019, the Company paid consulting fees of $60,000 (2018 - $51,720) to a company controlled by a director.

17. CAPITAL MANGEMENT

The Company’s objectives when managing capital are to ensure that there are adequate capital resources to safeguard the Company’s ability to continue as a going concern and to maximize its financial flexibility by maintaining strong liquidity and by utilizing alternative sources of capital including debt and equity or lines of credit to fund continued growth. In the management of capital, the Company includes the components of shareholders’ equity and short-term liabilities, as well as cash. The Company sets the amount of capital in proportion to risk and based on the availability of funding sources. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. Additional debt and/or equity financing may be pursued in future as deemed appropriate to balance debt and equity. To maintain or adjust the capital structure, the Company may issue new shares, take on additional debt or sell assets to reduce debt.

The Company is not subject to any externally imposed capital requirements and the Company does not pay out dividends. There were no changes in the Company’s approach to capital management during the year.

18. FIRST TIME ADOPTION OF IFRS

The Company’s financial statements for the year ended December 31, 2019 are the first annual financial statements prepared in accordance with IFRS. IFRS 1 requires first-time adopters to retrospectively apply all effective IFRS standards as of the reporting date.

IFRS 1 provides for certain optional exemptions and certain mandatory exemptions for the first-time IFRS adopters. Prior to transition to IFRS, the Company prepared its financial statements in accordance with the Accounting Standards for Private Enterprises in Canada (“ASPE)”. The applicable exemptions and exceptions applied in conversion from ASPE to IFRS are described below.

18.1 Mandatory exemptions

Estimates

Page 16

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

18. FIRST TIME ADOPTION OF IFRS

18.2 Reconcilitiation between ASPE and IFRS

IFRS 1 requires an entity to reconcile equity and comprehensive income as at the date of transition and as at and for the year ended of the latest period presented in the entity’s most recent annual financial statements. The following tables represent the reconciliations from ASPE to IFRS for the consolidated statements of financial position as at January 1, 2018 and December 31, 2019, and consolidated statements of income and comprehensive income for the year ended December 31, 2019.

As at January 1, 2018 ASPE, previously reported Business combinations (1)	Leases (2) Preferred shares (3) IFRS
Assets Current assets $ 1,278,221 $ -	$ - $ - $ 1,278,221
Non-current assets 2,393,070 (2,191,695)	2,087,393 - 2,288,768
Total assets $3,671,291 $ (2,191,695)	$2,087,393 $- $ 3,566,989
Liabilities
Current liabilities $ 454,867 $ -	$ 690,316 $ 4,256,473 $ 5,401,656
Non-current liabilities 813,408 -	1,818,233 - 2,631,641
Total liabilities 1,268,275 -	2,508,549 4,256,473 8,033,297
Equity
Share capital 201 (100)	- (1) 100
Accumulated deficit 2,402,815 (2,191,595)	(421,156) (4,256,472) (4,446,408)
Total shareholders’ equity 2,403,016 (2,191,695)	(421,156) (4,256,473) (4,446,308)
Total liabilities and equity $3,671,291 $ (2,191,695)	$2,087,393 $- $ 3,566,989
As at December 31, 2019 ASPE, previously reported Business combinations (1)	Leases (2) Preferred shares (3) IFRS
Assets Current assets $ 1,456,216 $ -	$ - $ - $ 1,456,216
Non-current assets 2,505,108 (2,191,695)	1,438,870 - 1,752,283
Total assets $3,961,324 $ (2,191,695)	$1,438,870 $- $ 3,208,499
Liabilities
Current liabilities $ 493,914 $ -	$ 669,920 $ 4,256,473 $ 5,420,307
Non-current liabilities 422,208 -	1,163,133 - 1,585,341
Total liabilities 916,122 -	1,833,053 4,256,473 7,005,648
Equity
Share capital 201 (100)	- (1) 100
Accumulated deficit 3,045,001 (2,191,595)	(394,183) (4,256,472) (3,797,249)
Total shareholders’ equity 3,045,202 (2,191,695)	(394,183) (4,256,473) (3,797,149)
Total liabilities and equity $3,961,324 $ (2,191,695)	$1,438,870 $- $ 3,208,499

For the year ended December 31, 2019	ASPE, previously reported	Leases (2)	IFRS
Revenue	$ 9,478,824	$-	$ 9,478,824
Operating expenses	9,058,492	(245,519)	8,812,973
Other (income)/expenses	(16,693)	213,512		196,819
Income tax expense	56,080	-		56,080
Net and comprehensive income	$380,945	$32,007	$	412,952

Page 17

GATEWAY PROPERTY MANAGEMENT CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

18. FIRST TIME ADOPTION OF IFRS (continued)

The following notes explain each of the adjustments arising from the Company’s transition from ASPE to IFRS as referenced on the reconiliations on the previous page:

(1) Business combinations

Under ASPE, the acquisitions were recorded as an investment on the statement of financial position. IFRS requires that the purchase price is allocated to the assets acquired and liabilities assumed. The net assets acquired and liabilities assumed on the historical acquisitions made by the Company were determined to not have any value on transition to IFRS, so the value was recognized in deficit.

(2) Leases

(3) Preferred shares

Under ASPE, the preferred shares were recorded as equity, at their par value. Under IFRS, there is explicit guidance with respect to equity instruments and whether they should be presented as an asset or liability. Given the preferred shares are retractable at the shareholders option, they are considered a liability under IFRS. They were therefore recorded as a liability, and recorded at their aggregate redemption value which represents the liability to settle the preferred shares.

19. SUBSEQUENT EVENT

Subsequent to the year ended December 31, 2019 the Company entered into the following transaction:

Agreement with Tribe Property Technologies Inc.

Page 18

APPENDIX D

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE RESULTING ISSUER

Tribe Property Technologies Inc.

(formerly Cherry Street Capital Inc.) Pro-forma Consolidated Financial Statements September 30, 2020 and December 31, 2019

Unaudited – Prepared by Management

Expressed in Canadian Dollars

Tribe Property Technologies Inc.

(formerly Cherry Street Capital Inc.)

Pro-forma Consolidated Statement of Loss and Comprehensive Loss

For the nine months ended September 30, 2020

(Expressed in Canadian Dollars – Unaudited)

			Tribe Property	Tribe Property	Gateway Property	Gateway Property
		Cherry Street		Technologies		Management			Pro-forma	Pro-forma
		Capital Inc.		Inc.		Corp.	Notes		Adjustments	Consolidated
		(Unaudited)		(Unaudited)		(Unaudited)				(Unaudited)
ASSETS
Current assets
Cash	$	766,767	$	45,300	$	842,977		$	6,722,293 $	8,377,337
Transaction costs							3(d)		(497,700)
Subscription receipt financings							3(e)		12,649,675
Acquisition of Gateway							3(f)		(5,000,000)
Settlement of shareholder loans							3(g)		(399,682)
Consulting services							3(d)		(30,000)
Receivables		-		106,739		195,378			-	302,117
Prepaid expenses		-		25,235		116,071			-	141,306
Investments		-		-		58,438			-	58,438
		766,767		177,274		1,212,864			6,722,293	8,879,198
Property and equipment		-		565,216		1,400,785			-	1,966,001
Intangible assets and goodwill		-		1,575,215		-			9,273,361	10,848,576
Acquisition of Gateway							3(f)		9,273,361
TOTAL ASSETS	$	766,767	$	2,317,705	$	2,613,649		$	15,995,654$	21,693,775
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	1,986	$	833,729	$	443,218		$	- $	1,278,933
Deferred revenue		-		167,919		-			-	167,919
Short-term debt		-		66,048		-			-	66,048
Demand loan		-		219,350		-			-	219,350
Current portion of lease obligations		-		232,681		608,826			-	841,507
Due to related parties		-		1,666,047		-			(1,666,047)	-
Settlement of shareholder loans							3(g)		(1,666,047)
Preferred share liability		-		-		4,000,000			(4,000,000)	-
Acquisition of Gateway							3(f)		(4,000,000)
		1,986		3,185,774		5,052,044			(5,666,047)	2,573,757
Lease obligations		-		119,668		834,966			-	954,634
Note payable		-		-		-			4,000,000	4,000,000
Acquisition of Gateway							3(f)		4,000,000
Deferred tax liability		-		73,502		-			-	73,502
TOTAL LIABILITIES		1,986		3,378,944		5,887,010			(1,666,047)	7,601,893

The accompanying notes form an integral part of these unaudited pro-forma consolidated financial statements.

Tribe Property Technologies Inc.

(formerly Cherry Street Capital Inc.)

Pro-forma Consolidated Statement of Loss and Comprehensive Loss

For the nine months ended September 30, 2020

(Expressed in Canadian Dollars – Unaudited)

			Tribe Property	Tribe Property	Gateway Property	Gateway Property
		Cherry Street		Technologies		Management			Pro-forma	Pro-forma
		Capital Inc.		Inc.		Corp.	Notes		Adjustments	Consolidated
		(Unaudited)		(Unaudited)		(Unaudited)				(Unaudited)
SHAREHOLDERS EQUITY
Share capital	$	897,076	$	15,692,168	$	100		$	18,129,825 $	34,719,169
Elimination of Cherry Street equity							3(a)		(897,076)
Value of Cherry Street shares							3(c)		1,805,000
Subscription receipt financings							3(e)		12,235,983
Acquisition of Gateway							3(f)		1,000,000
Elimination of Gateway equity							3(f)		(100)
Settlement of shareholder loans							3(g)		1,266,365
Consulting services							3(d)		50,000
Issuance of shares issuable							3(h)		2,669,653
Shares issuable		-		2,669,653		-			(2,669,653)	-
Issuance of shares issuable							3(h)		(2,669,653)
Reserve		142,462		646,481		-			387,928	1,176,871
Elimination of Cherry Street equity							3(a)		(142,462)
Value of Cherry Street warrants assumed							3(b)		116,698
Subscription receipt financings							3(e)		413,692
Deficit		(274,757)		(20,069,541)		(3,273,461)			1,813,601	(21,804,158)
Elimination of Cherry Street equity							3(a)		274,757
Listing expense							3(a)		(1,156,917)
Transaction costs							3(d)		(497,700)
Elimination of Gateway equity							3(f)		3,273,461
Consulting services							3(d)		(80,000)
TOTAL SHAREHOLDERS EQUITY		764,781		(1,061,239)		(3,273,361)			17,661,701	14,091,882
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY	$	766,767	$	2,317,705	$	2,613,649		$	15,995,654$	21,693,775

The accompanying notes form an integral part of these unaudited pro-forma consolidated financial statements.

Tribe Property Technologies Inc.

(formerly Cherry Street Capital Inc.)

Pro-forma Consolidated Statement of Loss and Comprehensive Loss

For the nine months ended September 30, 2020

(Expressed in Canadian Dollars – Unaudited)

		Cherry	Tribe Property	Tribe Property	Gateway Property	Gateway Property
		Street		Technologies		Management			Pro-forma	Pro-forma
	Capital Inc.			Inc.(1)		Corp.	Notes		Adjustments	Consolidated
	(Unaudited)			(Unaudited)		(Unaudited)				(Unaudited)
REVENUE	$	-	$	3,397,235	$	6,958,314		$	-$	10,355,549
OPERATING EXPENSES
Cost of property management and digital services		-		1,919,759		2,713,886			-	4,633,645
Selling, general and administrative expenses		28,190		1,991,545		3,145,438			-	5,165,173
Depreciation		-		420,698		390945			-	811,643
Amortization of intangibles		-		38,547		-			-	38,547
Stock based compensation		-		646,481		-			-	646,481
Transaction costs		-		2,669,653		-			1,734,617	4,404,270
Listing expense							3(a)		1,156,917
Transaction costs							3(d)		497,700
Consulting services							3(d)		80,000
INCOME (LOSS) FROM OPERATIONS		(28,190)		(4,130,484)		708,045			(1,654,617)	(5,344,210)
OTHER INCOME AND (EXPENSES)
Interest expense		-		(126,632)		(127,451)			-	(254,083)
Unrealized loss on fair value of investments		-		-		(4,771)			-	(4,771)
Government grant		-		21,118		-			-	21,118
Foreign exchange loss		-		(2,511)		-			-	(2,511)
NET AND COMPREHENSIVE LOSS BEFORE TAX		(28,190)		(4,238,509)		575,823			(1,654,617)	(5,584,457)
Income tax expense		-		(1,679)		(52,035)			-	(53,714)
NET LOSS AND COMPREHENSIVE LOSS	$	(28,190)	$	(4,240,188)	$	523,788		$	(1,654,617) $	(5,638,171)

(1) Tribe Property Technologies Inc.’s statement of loss and comprehensive loss for the nine month period includes the three months ended April 30, 2020 and the six months ended October 31, 2020.

The accompanying notes form an integral part of these unaudited pro-forma consolidated financial statements.

Tribe Property Technologies Inc.

(formerly Cherry Street Capital Inc.)

Pro-forma Consolidated Statement of Loss and Comprehensive Loss

For the twelve months ended December 31, 2019

(Expressed in Canadian Dollars – Unaudited)

		Cherry	Tribe Property	Tribe Property	Gateway Property	Gateway Property
		Street	Technologies			Management			Pro-forma			Pro-forma
	Capital Inc.			Inc.(1)		Corp.	Notes		Adjustments		Consolidated
	(Unaudited)		(Unaudited)			(Unaudited)						(Unaudited)
REVENUE	$	-	$	4,072,256	$	9,478,824		$		-	$	13,551,080
OPERATING EXPENSES
Cost of property management and digital services		-		3,155,526		3,690,414				-		6,845,940
Selling, general and administrative expenses		28,895		2,677,654		4,566,244				-		7,272,793
Depreciation		-		579,753		556,315				-		1,136,068
Amortization of intangibles		-		51,398		-				-		51,398
INCOME (LOSS) FROM OPERATIONS		(28,895)		(2,392,075)		665,851				-		(1,755,119)
OTHER INCOME AND (EXPENSES)
Interest expense		-		(74,503)		(213,512)				-		(288,015)
Other income		-		42,285		-				-		42,285
Unrealized gain on fair value of investments		-		-		16,693				-		16,693
Foreign exchange loss		-		(100)		-				-		(100)
NET AND COMPREHENSIVE LOSS BEFORE TAX		(28,895)		(2,424,393)		469,032				-		(1,984,256)
Income tax (expense) recovery		-		91,243		(56,080)				-		35,163
NET LOSS AND COMPREHENSIVE LOSS	$	(28,895)	$	(2,333,150)	$	412,952		$		-	$	(1,949,093)

(1) Tribe Property Technologies Inc.’s statement of loss and comprehensive loss includes the three months ended April 30, 2019 and the nine months ended January 31, 2020.

The accompanying notes form an integral part of these unaudited pro-forma consolidated financial statements.

Tribe Property Technologies Inc. (formerly Cherry Street Capital Inc.) Notes to the Pro-forma Consolidated Financial Statements Unaudited – Prepared by Management

(Expressed in Canadian Dollars)

1. Proposed Transaction

On February 11, 2021, Cherry Street Capital Inc. (“Cherry Street”) entered into an Amalgamation Agreement with Tribe Property Technologies Inc. (“Tribe”). In accordance with the terms of the Amalgamation Agreement, Cherry Street will establish a wholly-owned subsidiary which will amalgamate with Tribe, following which the resulting amalgamated entity will continue as a wholly-owned subsidiary of Cherry Street.

In accordance with the Amalgamation Agreement, it is contemplated that: (i) Cherry Street will complete the Cherry Street Consolidation of its common share capital on the basis of one post-Cherry Street Consolidation common share for every 8.4488 pre-Cherry Street Consolidation common shares, such that Cherry Street will have approximately 361,000 shares outstanding; (ii) Tribe will complete the Tribe Consolidation of its common share capital on the basis of one post-Tribe Consolidation common share for every 9.1719 pre-Tribe Consolidation common shares, such that Tribe will have approximately 12,400,000 shares outstanding, not including any shares issuable in connection with the conversion of the Subscription Receipts, the Shareholder Loans and the Gateway Acquisition; and (iii) Tribe will arrange for the Shareholder Loans of up to $1,750,000 to be settled through the issuance of post-Tribe Consolidation common shares at a price of $5.00 per Tribe Share (the “Transaction”).

It is further contemplated that the holders of post-Tribe Consolidation common shares (including those investors in the Subscription Receipt Financings, defined herein), shareholders which converted the Shareholder Loans, and vendors in connection with the Transaction will receive one post-Cherry Street Consolidation common share in the capital of the Resulting Issuer in exchange for each outstanding postTribe Consolidation common share.

Following completion of the transaction, the resulting issuer will change its name to “Tribe Property Technologies Inc.” and be listed on the TSX Venture Exchange under the symbol “TRIB” (the “Resulting Issuer” or the “Company”).

2. Basis of Presentation

The accompanying unaudited pro-forma consolidated financial statements of the Resulting Issuer have been prepared by management from information derived from the financial statements of Cherry Street, the financial statements of Tribe, and the financial statements of Gateway to show the effect of the Transaction, as described in Note 1.

The unaudited pro-forma consolidated financial statements as at and for the nine months ended September 30, 2020 of the Company is compiled from and includes:

a) Cherry Street’s financial statements as at and for the nine months ended September 30, 2020;
b) Tribe’s financial statements as at October 31, 2020. Tribe’s statement of loss and comprehensive loss for the nine month period includes the three months ended April 30, 2020 plus the six months ended October 31, 2020;
c) Gateway’s financial statements as at and for the nine months ended September 30, 2020; and
d) The additional information set out in Note 3.

Tribe Property Technologies Inc. (formerly Cherry Street Capital Inc.)

Notes to the Pro-forma Consolidated Financial Statements Unaudited – Prepared by Management

(Expressed in Canadian Dollars)

2. Basis of Presentation (continued)

The unaudited pro-forma consolidated statement of loss and comprehensive loss for the twelve months ended December 31, 2019 of the Company is compiled from and includes:

a) Cherry Street’s statement of loss and comprehensive loss for the twelve months ended December 31, 2019;
b) Tribe’s statement of loss and comprehensive loss of the twelve months ended January 31, 2020. The statement of loss and comprehensive loss includes the three months ended April 30, 2019 plus the nine months ended January 31, 2020.
c) Gateway’s statement of loss and comprehensive loss for the twelve months ended December 31, 2019; and
d) The additional information set out in Note 3.

The unaudited pro-forma consolidated financial statements should be read in conjunction with the financial statements and notes thereto of Cherry Street, Tribe and Gateway, described above. The unaudited proforma consolidated financial statements were prepared for the purpose of the pro forma financial statements and do not conform with the actual consolidated financial statements included elsewhere in the filing statement.

3. Pro Forma Assumptions and Adjustments

As a result of the Transaction, the shareholders of Tribe will acquire control of Cherry Street, thereby constituting a reverse acquisition of Cherry Street. The Transaction is considered a purchase of Cherry Street’s net assets by the shareholders of Tribe.

The Transaction will be accounted for in accordance with guidance provided in IFRS 2, Share-based payments, and IFRS 3, Business combinations. As Cherry Street did not qualify as a business according to the definition in IFRS 3, this Transaction does not constitute a business combination; rather, it is treated as an issuance of shares by Tribe for the net assets of Cherry Street and the listing of Tribe’s shares.

The purchase price is allocated as follows:

The purchase price is allocated as follows:
		Amount
Fair value of Cherry Street shares	$	1,805,000
(361,000 post-consolidation common shares at $5.00 per share)
Fair value of replacement warrants		116,698
Consideration		1,921,698
Net assets acquired
Cash		766,767
Accountspayable		(1,986)
Net assets		764,781
Transaction expense	$	1,156,917

Tribe Property Technologies Inc. (formerly Cherry Street Capital Inc.) Notes to the Pro-forma Consolidated Financial Statements Unaudited – Prepared by Management

(Expressed in Canadian Dollars)

3. Pro Forma Assumptions and Adjustments (continued)

The following pro-forma adjustments (“Adjustments”) correspond with the note references on the pro-forma financial statements and as further set out in these notes thereto.

a) Upon closing of the Transaction, the share capital, reserve and deficit of Cherry Street are eliminated. The difference in value of the shares deemed to have been issued by the accounting acquirer and the fair value of Cherry Street’s net assets is expensed as a listing expense.
b) The Resulting Issuer shall assume the warrants of Cherry Street at the Transaction date with a fair value of $116,698, which have been valued using the Black-Scholes Option Pricing Model using an exercise price of $4.22, expected life of 3 years, volatility of 100%, and risk-free rate of 0.44%.
c) The Resulting Issuer shall assume the shares of Cherry Street at the Transaction date, which have been valued at $5 per share.
d) The Resulting Issuer estimates the cost of completing the Transaction to be $497,700, including $377,700 in professional fees and $120,000 finder’s fee payable to York Plains Investment Corp.

In December 2020, the Resulting Issuer entered into an agreement for consulting services related to financing, corporate development, and the pursuit of a going public transaction. The consideration for these services was $80,000, payable $30,000 in cash and 10,000 post-consolidated common shares at a price of $5 per common share.

e) In December 2020, Tribe closed a brokered private placement financing for gross proceeds of $11,629,920 (together with the below, the “Subscription Receipt Financings”). In connection with the financing, the agents are entitled to cash compensation of $620,745 and 146,434 compensation options with a fair value of $382,637, resulting in net proceeds of $11,009,175. The compensation options have been valued using the Black-Scholes Option Pricing Model using an exercise price of $5, expected life of 2 years, volatility of 100%, and risk-free rate of 0.44%.

On March 5, 2021, Tribe completed closed a non-brokered private placement financing through the issuance of 340,000 subscription receipts at a purchase price of $5.00 per receipt for gross proceeds of $1,700,000 (together with the above, the “Subscription Receipt Financings”). In connection with the financing, the agents are entitled to cash compensation of $59,500 and 11,900 compensation options with a fair value of $31,055. The compensation options have been valued using the Black-Scholes Option Pricing Model using an exercise price of $5, expected life of 2 years, volatility of 100% and riskfree rate of 0.30%.

Tribe Property Technologies Inc. (formerly Cherry Street Capital Inc.)

Notes to the Pro-forma Consolidated Financial Statements Unaudited – Prepared by Management

(Expressed in Canadian Dollars)

3. Pro Forma Assumptions and Adjustments (continued)

f) In December 2020, Tribe acquired 100% of the common shares of Gateway and R.D.C. Property Services Ltd. for 200,000 post-consolidation common shares, $5,000,000 in cash, and a $4,000,000 note payable. The preliminary purchase price allocation is as follows:

Fair value of Tribe shares	$	1,000,000
(200,000 post-consolidation common shares at $5.00 per share)
Cash consideration		5,000,000
Notepayable		4,000,000
Total fair value of consideration		10,000,000
Allocated to:
Net assets		(3,273,361)
Settlement of preferred shares		4,000,000
Intangible assets andgoodwill		9,273,361
Total		10,000,000

g) The Resulting Issuer expects to convert $1,266,365 of the outstanding advances from shareholders to common shares. The balance of $399,679 of advances from shareholders is expected to be repaid at the same time.
h) On November 25, 2020, Tribe issued the 533,973 post-consolidation common shares which were issuable as of October 31, 2020 with a fair value of $2,669,653.

Tribe Property Technologies Inc.

(formerly Cherry Street Capital Inc.)

Notes to the Pro-forma Consolidated Financial Statements

Unaudited – Prepared by Management

(Expressed in Canadian Dollars)

4. Pro Forma Equity

Shareholder’s equity after giving effect to the assumptions and pro forma adjustments discussed in Note 3 is as follows:

		Number of
		equivalent Cherry
		Street Shares, post-	Share Capital		Shares issuable		Reserves	Deficit	Total Equity
	Note	consolidation		$		$	$	$	$
Beginning balance of Cherry Street, September
30, 2020		361,000	$	897,076	$	- $	142,462 $	(274,757) $	764,781
Balance of Cherry Street, September 30, 2020		361,000	$	897,076	$	- $	142,462 $	(274,757) $	764,781
Beginning balance of Tribe, October 31, 2020(1)		11,866,026		15,692,168		2,669,653	646,481	(20,069,541)	(1,061,239)
Adjustments:
Shares issued for cash	3(e)	2,665,984		12,235,983		-	413,692	-	12,649,675
Conversion of shareholder loans	3(g)	253,274		1,266,365		-	-	-	1,266,365
Issuance of shares issuable	3(h)	533,973		2,669,653		(2,669,653)	-	-	-
Shares issued for consulting services	3(d)	10,000		50,000		-	-	(80,000)	(30,000)
Shares issued to acquire Gateway	3(f)	200,000		1,000,000		-	-	-	1,000,000
Balance of Tribe, October 31, 2020		15,529,257	$	32,914,169	$	- $	1,060,173 $	(20,149,541) $	13,824,801
Adjustments for Resulting Issuer:
Listing costs payable in cash	3(d)	-		-		-	-	(497,700)	(497,700)
Elimination of Cherry Street share equity	3(a)	(361,000)		(897,076)		-	(142,462)	1,039,538	-
Value of Cherry Street warrants assumed	3(b)	-		-		-	116,698	(116,698)	-
Value of CherryStreet shares	3(c)	361,000		1,805,000		-	-	(1,805,000)	-
Total Adjustments		-	$	907,924	$	- $	(25,764) $	(1,379,860) $	(497,700)
Pro forma, Consolidated Equity,
September 30, 2020		15,890,257	$	34,719,169	$	- $	1,176,871 $	(21,804,158) $	14,091,882

(1) Beginning balance of Tribe as of October 31, 2020: 108,834,376 pre-consolidated common shares consolidated at a ratio of 9.1719 and rounded by (41).

APPENDIX E

MANAGEMENT’S DISCUSSION AND ANALYSIS OF CHERRY STREET CAPITAL INC.

Cherry Street Capital Inc. Management Discussion and Analysis For the Nine Months Ended September 30, 2020

November 27, 2020

The following management discussion and analysis (“MD&A”) of the results of the operations and financial position of Cherry Street Capital Inc. (the “Corporation” or “Cherry Street”) for the three and nine months ended September 30, 2020 and 2019 should be read in conjunction with the Corporation’s unaudited condensed interim financial statements for the three and nine months ended September 30, 2020 and 2019. All figures contained in this MD&A are presented in Canadian dollars.

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Corporation’s future performance. All statements, other than statements of historical fact, may be forward-looking statements.

Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Corporation’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.

The Corporation

Cherry Street Capital Inc. was incorporated under the Business Corporations Act (Ontario) on June 5, 2017 and is classified as a Capital Pool Company, as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual (the “Manual”). The head office and the registered head office of the Corporation is located at 77 King Street West, Suite 700, Toronto, ON M5K 1G8.

The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Corporation has not commenced operations and has no assets other than cash held in trust. The Corporation’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.

Cherry Street Capital Inc. Management Discussion and Analysis Page 2

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Corporation in respect of the sale of its securities or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the TSX Venture. The Corporation is required to complete its QT on or before two years from the date the Corporation’s shares were first listed on the Exchange.

During the period from incorporation (June 5, 2017) to December 31, 2017 the Corporation issued 2,000,000 common shares at $0.25 per share for total proceeds of $500,000. The Corporation incurred share issuance costs of $5,178 related to this issuance.

On September 27, 2018, the Corporation completed its Initial Public Offering (“IPO”) of 1,050,000 common shares at $0.50 per share ($525,000). The Corporation paid a commission of 10% of the gross proceeds to Canaccord Genuity Corp. (the “Agent”), and granted the Agent warrants to acquire 10% of the common shares issued in the IPO exercisable for a period ending twenty-four months from the closing of the IPO, exercisable at $0.50 per share. The Corporation also paid a corporate finance fee and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering. Cash issuance costs of $94,873 were associated with these issuances and the value attributed to warrants granted to the Agent is $27,873.

On September 27, 2020, a total of 105,000 agent warrants expired unexercised.

Concurrently with the completion of the IPO, the Corporation granted 305,000 stock options to its directors and officers at an exercise price of $0.50 per share for a period of five years from the grant date.

On September 29, 2020, the Corporation was suspended from trading by the Exchange for failing to complete a QT within 24 months from the date of listing.

On November 27, 2020 the Board of Directors approved the unaudited condensed interim financial statements for the three and nine months ended September 30, 2020 and 2019.

Cherry Street Capital Inc. Management Discussion and Analysis Page 3

Summary of Quarterly Results

	September 30, 2020	June 30, 2020	March 31, 2020	December 31, 2019	September 30, 2019	June 30, 2019	March 31, 2019	December 31, 2018	September 30, 2018
Total Assets	$766,767	$772,390	$786,416	$794,063	$799,948	$800,596	$822,377	$834,763	$849,599
Total Revenues	nil	nil	nil	nil	nil	nil	nil	nil	nil
Total Expenses	$7,227	$13,316	$7,647	$6,095	$1,098	$20,438	$1,264	$13,782	$140,927
Net Loss	($7,227)	($13,316)	($7,647)	($6,095)	($1,098)	($20,438)	($1,264)	($13,782)	$(140,927)
Basic and diluted net loss per share	($0.01)	($0.01)	($0.01)	($0.00)	($0.00)	($0.02)	($0.00)	$(0.05)	$(4.07)

Results of Operations

Three months ended September 30, 2020

The Corporation recorded a net loss of $7,227 (2019 - $1,098) during the three months ended September 30, 2020. The net loss for the three months ended September 30, 2020, is mainly due to professional fees and costs in relation to its listing on the Exchange.

Nine months ended September 30, 2020

The Corporation recorded a net loss of $28,190 (2019 - $22,800) during the nine months ended September 30, 2020. The net loss for the nine months ended September 30, 2020, is mainly due to professional fees and costs in relation to its listing on the Exchange.

Cherry Street Capital Inc. Management Discussion and Analysis Page 4

Additional Disclosure for Venture Issuers without Significant Revenue

Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred in the period from incorporation (June 5, 2017) to September 30, 2020:

Material Costs	Period from incorporation (June 5, 2017) until September 30, 2020
Professional fees	$103,048
Filingfees	$57,120
Stock-based compensation	$114,589

Liquidity and Capital Resources

As at September 30, 2020, the Corporation had cash held in trust of $766,767 (2019 – $799,948). The Corporation had current liabilities of $1,986 (2019 – $882) and working capital of $764,781 (2019 – $799,066).

Negative cash flows of $27,296 (2019 – $34,815) were recorded from operating activities during the nine months ended September 30, 2020. This is primarily due to professional fees and costs in relation to its listing on the Exchange.

Outstanding Share Data

Off-Balance Sheet Arrangements

The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

Related Party Transactions

During the nine months ended September 30, 2020, the Corporation incurred legal fees of approximately $6,227 (2019-$3,542) for services provided by a law firm whose partner is a director of the Corporation. As at September 30, 2020, $172 (2019-$822) is included in accrued liabilities for these services.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the nine months ended September 30, 2020 and 2019.

Cherry Street Capital Inc. Management Discussion and Analysis Page 5

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of share capital, contributed surplus and deficit, in the definition of capital.

The Corporation’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

Risk Disclosures and Fair Values

The Corporation's financial instruments, consisting of cash held in trust and accrued liabilities, approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Critical Accounting Estimates

The Corporation’s significant accounting policies are summarized in its audited financial statements for the years ended December 31, 2019 and 2018.

Additional Information

For further detail, see the Corporation’s unaudited condensed interim financial statements for the three and nine months ended September 30, 2020 and 2019. Additional information about the Corporation can also be found on SEDAR.

Cherry Street Capital Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

April 28, 2020

The following management discussion and analysis (“MD&A”) of the results of the operations and financial position of Cherry Street Capital Inc. (the “Corporation” or “Cherry Street”) for the year ended December 31, 2019 should be read in conjunction with the Corporation’s financial statements for the year ended December 31, 2019. All figures contained in this MD&A are presented in Canadian dollars.

Forward-Looking Statements

The Corporation

Cherry Street Capital Inc. Management Discussion and Analysis Page 2

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Corporation in respect of the sale of its securities or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the TSX Venture. The Corporation is required to complete its QT on or before two years from the date the Corporation’s shares were first listed on the Exchange.

On April 28, 2020 the Board of Directors approved the financial statements for the year ended December 31, 2019.

Summary of Quarterly Results

	December 31, 2019	September 30, 2019	June 30, 2019	March 31, 2019	December 31, 2018	September 30, 2018	June 30, 2018	March 31, 2018
Total Assets	$794,063	$799,948	$800,596	$822,377	$834,763	$849,599	$437,734	$460,569
Total Revenues	nil	nil	nil	nil	nil	nil	nil	nil
Total Expenses	$6,095	$1,098	$20,438	$1,264	$13,782	$140,927	$21,374	$19,460
Net Loss	($6,095)	($1,098)	($20,438)	($1,264)	($13,782)	($140,297)	($21,374)	($19,460)
Basic and diluted net loss per share	($0.00)	($0.00)	($0.02)	($0.00)	$(0.05)	($4.07)	$-	$-

Cherry Street Capital Inc. Management Discussion and Analysis Page 3

Results of Operations

Three month period ended December 31, 2019

The Corporation recorded a net loss of $6,095 during the three months period ended December 31, 2019. The net loss for the three-month period ended December 31, 2019, is mainly due to professional fees and costs in relation to its listing on the Exchange.

Year ended December 31, 2019

The Corporation recorded a net loss of $28,895 during the year ended December 31, 2019. The net loss for the year ended December 31, 2019, is mainly due to professional fees and costs in relation to its listing on the Exchange.

Additional Disclosure for Venture Issuers without Significant Revenue

Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred in the period from incorporation (June 5, 2017) to December 31, 2019:

==> picture [388 x 101] intentionally omitted <==

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

Period from incorporation
(June 5, 2017) until
Material Costs December 31, 2019
Professional fees $85,747
Filing fees $46,231
Stock-based compensation $114,589
----- End of picture text -----

Liquidity and Capital Resources

As at December 31, 2019, the Corporation had cash held in trust of $794,063 (2018 – 834,763). The Corporation had current liabilities of $1,092 (2018 – 12,897) and working capital of $792,971 (2018 - 821,866).

Negative cash flows of $40,700 (2018 – 53,057) were recorded from operating activities during the year ended December 31, 2019. This is primarily due to professional fees and costs in relation to its listing on the Exchange.

Outstanding Share Data

As of the date of this MD&A, 3,050,000 common shares are issued and outstanding. In addition, there are 305,000 stock options outstanding, exercisable at $0.50 per share, expiring on September 27, 2023 and 105,000 Agent’s Warrants outstanding, exercisable at $0.50 per share, expiring on September 27, 2020.

Cherry Street Capital Inc. Management Discussion and Analysis Page 4

Off-Balance Sheet Arrangements

The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

Related Party Transactions

During the year ended December 31, 2019, the Corporation incurred legal fees of approximately $4,712 (2018 - $38,843) for services provided by a law firm whose partner is a director of the Corporation. As at December 31, 2019, $1,092 (2018 - $8,665) is included in accrued liabilities for these services.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the years ended December 31, 2019 and 2018.

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of share capital, contributed surplus and deficit, in the definition of capital.

Risk Disclosures and Fair Values

Cherry Street Capital Inc. Management Discussion and Analysis Page 5

Critical Accounting Estimates

The Corporation’s significant accounting policies are summarized in its audited financial statements for the year ended December 31, 2019.

Additional Information

For further detail, see the Corporation’s financial statements for the year ended December 31, 2019. Additional information about the Corporation can also be found on SEDAR.

Cherry Street Capital Inc. Management Discussion and Analysis For the Year Ended December 31, 2018

April 26, 2019

The following management discussion and analysis (“MD&A”) of the results of the operations and financial position of Cherry Street Capital Inc. (the “Company” or “Cherry Street”) for the year ended December 31, 2018 should be read in conjunction with the Company’s financial statements for the year ended December 31, 2018. All figures contained in this MD&A are presented in Canadian dollars.

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements.

Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.

The Company

The Company was incorporated under the Ontario Business Corporations Act on June 5, 2017 and is a Capital Pool Corporation, as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”).

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash held in trust. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company in respect of the sale of its securities or $210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company as defined under the policies of the TSX Venture. The Company is required to complete its QT on or before two years from the date the Company receives regulatory approval.

During the period from incorporation (June 5, 2017) to December 31, 2017 the Company issued 2,000,000 common shares at $0.25 per share for total proceeds of $500,000. The Company incurred share issuance costs of $5,178 related to this issuance.

On September 27, 2018, the Company completed an initial public offering (“IPO”) of 1,050,000 common shares at $0.50 per share ($525,000 gross proceeds). The Company paid a commission of 10% of gross proceeds to the Agent (Canaccord Genuity Corp.) and granted the Agent an option purchase up to 105,000 of the common shares issued in the offering exercisable for a period ending twenty-four months from the date the Company’s Common Shares are listed on the TSX Venture Exchange, exercisable at $0.50 per share. The Company also reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

Upon closing of the Offering, the Company issued 305,000 stock options to directors and officers. Each stock option entitles the holder to acquire one common share of the Company at an exercise price of $0.50. The stock options expire 5 years from the date of grant.

The head office and the registered head office of the Company is located at 77 King Street West, Suite 700, Toronto, Ontario M5K 1G8.

On April 26, 2019 the Board of Directors approved the financial statements for the year ended December 31, 2018.

Summary of Quarterly Results

	December 31, 2018	September 30, 2018	June 30, 2018	March 31, 2018	December 31, 2017	September 30, 2017	June 30, 2017
Total Assets	$834,763	$849,599	$437,734	$460,569	$485,551	$500,000	nil
Total Revenues	nil	nil	nil	nil	nil	nil	nil
Total Expenses	$13,782	$140,927	$21,374	$19,460	$16,950	$5,179	nil
Net Loss	$13,782	$(140,927)	$(21,374)	$(19,460)	($16,950)	$(5,179)	nil
Basic and diluted net lossper share	$(0.05)	$(4.07)	$0.00	$0.00	$0.00	$0.00	$0.00

Results of Operations

Three month period ended December 31, 2018

The Company recorded a net loss of $13,782 during the three months period ended December 31, 2018. The net loss for the three-month period ended December 31, 2018, is due mainly to professional fees and costs in relation to its listing on the Exchange.

Year ended December 31, 2018

The Company recorded a net loss of $195,543 during the year ended December 31, 2018. The net loss for the three-month period ended December 31, 2018, is due mainly to costs in relation to its listing on the Exchange, stock-based compensation, and professional fees.

Additional Disclosure for Venture Issuers without Significant Revenue

Since the Company has no revenue from operations, the following is a breakdown of the material costs incurred in the period from incorporation (June 5, 2017) to December 31, 2018:

Material Costs	Period from incorporation (June 5, 2017) until December 31, 2018
Professional fees	$69,549
Filingfees	$33,534
Stock-based compensation	$114,589

Liquidity and Capital Resources

As at December 31, 2018, the Company had cash of $834,763. The Company had current liabilities of $12,897 and working capital of $821,866.

Negative cash flows of $53,057 were recorded from operating activities during the year ended December 31, 2018. This is primarily due to cash proceeds from the Initial Public Offering net of cash outflows relating to filing fees and professional fees.

Outstanding Share Data

As of the date of this MD&A, 3,050,000 common shares are issued and outstanding.

Off-Balance Sheet Arrangements

The Company has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

Related Party Transactions

During the year ended December 31, 2018, the Company incurred legal fees of approximately $38,843(2017-$5,179) for services provided by a law firm whose partner is a director of the Company. As at December 31, 2018, $8,665 (2017-$12,858) is included in accrued liabilities for these services. As at December 31, 2017, $12,858 has been included in deferred offering costs for these services.

Additionally, the Company incurred stock-based compensated expenses related to directors and officers valued at $114,589.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the year ended December 31, 2018.

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of share capital, contributed surplus and deficit, in the definition of capital.

The Company’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange policy 2.4.

Risk Disclosures and Fair Values

The Company's financial instruments, consisting of cash held in trust and accrued liabilities, approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Critical Accounting Estimates

The Company’s significant accounting policies are summarized in its audited financial statements for the year ended December 31, 2018.

Changes in Accounting Policies

IFRS 9 – Financial Instruments

contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for financial years beginning on or after January 1, 2018. The company adopted this standard on January 1, 2018, which had no impact on the financial statements.

Additional Information

For further detail, see the Company’s financial statements for the year ended December 31, 2018. Additional information about the Company can also be found on SEDAR.

APPENDIX F

MANAGEMENT’S DISCUSSION AND ANALYSIS OF TRIBE PROPERTY TECHNOLOGIES INC.

TRIBE PROPERTY TECHNOLOGIES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS October 31, 2020

This management’s discussion and analysis (“MD&A”) is management's interpretation of the financial condition and results of operations of Tribe Property Technologies Inc. (the “Company” or “Tribe”), formerly Bazinga Technologies Inc., for the three and six months ended October 31, 2020. This MD&A should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended April 30, 2020 and unaudited condensed consolidated interim financial statements for the three and six months ended October 31, 2020, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A complements and supplements, but does not form part of, the Company’s financial statements. All dollar amounts in this MD&A are expressed in Canadian dollars (“CAD”), unless otherwise stated.

This MD&A contains non-IFRS measures, including Gross Profit and Gross Profit Margin. Refer to the section “Overall Performance” for information on the calculation of these non-IFRS measures.

This MD&A contains forward-looking statements. Readers are advised to refer to the “Forward-Looking Statements” section for cautionary language when reading any forward-looking statements.

The date of this MD&A is March 9, 2021, the date on which it was approved by the Board of Directors.

COMPANY OVERVIEW

Tribe’s fully-integrated people- and technology-forward strategy views community as a holistic ecosystem. It is Tribe’s mission to provide a comprehensive suite of products and services for building and managing residential communities. Tribe works 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.

Tribe was incorporated under the Business Corporations Act (British Columbia) on December 14, 2011 under the name “Bazinga Technologies Inc.” On November 20, 2020, Tribe changed its name to “Tribe Property Technologies Inc.”. Tribe’s registered and records office is located at Unit 1130, 400 Burrard Street, Vancouver, British Columbia, V6C 1M2, and its principal place of business is Unit 419, 1155 West Pender Street, Vancouver, British Columbia, V6E 2P4.

On April 5, 2017, Tribe acquired 100% of the common shares of Peterson Residential Property Management for 4,800,000 Tribe common shares. Peterson Residential Property Management was a property management services company serving the condo market in British Columbia. Tribe subsequently changed the name of Peterson Residential Property Management to Tribe Management Inc. and it continues to be a wholly owned subsidiary of Tribe.

On September 14, 2018, Tribe acquired certain software-related assets from Pendo Investments Inc. for 4,000,000 Tribe common shares. Tribe acquired all assets associated with Pendo™ Rent (“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 January 31, 2019, Tribe acquired 100% of False Creek Property Management for cash consideration of $300,000. False Creek Property Management (“False Creek”) was a property management services company that expanded Tribe’s market penetration within the condo management services sector in British Columbia. False Creek was subsequently amalgamated into Tribe Management Inc.

On September 9, 2020, Tribe entered into advisory fee agreements for the receipt of strategic advisory services, principally related to the financing and corporate development of Tribe and the pursuit of a going public transaction. On November 25, 2020, Tribe issued 4,897,547 common shares as consideration for these services, of which 3,497,547 common shares were issued to a company controlled by a related party of the Company.

Tribe Property Technologies Inc. October 31, 2020 Interim MD&A Page 1

expected that $1,266,365 of the advances from shareholders as at April 30, 2020, will be converted to common shares concurrent with closing the amalgamation with Cherry Street. It is also expected that the balance of the advances from shareholders will be repaid upon release of funds from the Subscription Receipt Financing, described below.

On December 11, 2020, the Company completed a brokered private placement financing through the issuance of 2,325,984 subscription receipts at a purchase price of $5.00 per receipt for gross proceeds of $11,629,920 (“Subscription Receipt Financing”). In connection with the financing, the agents are entitled to receive a cash commission of $620,745 and 146,434 compensation options, representing 6% of the gross proceeds and 6% of the subscription receipts sold, respectively, other than those sold to certain identified buyers, upon which fees of 3.5% cash commission and 3.5% compensation options will apply. The net proceeds will be held in escrow pending satisfaction of certain conditions (“Escrow Release Conditions”), including, but not limited to, the closing of the Gateway Acquisition, defined herein, a consolidation of the Company’s outstanding shares on the basis of one post-consolidation share for every 9.1719 pre-consolidation common shares (the “Tribe Consolidation”), and receiving conditional approval for listing on the TSX Venture Exchange following the amalgamation with Cherry Street.

On December 31, 2020, Tribe acquired 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 will be paid by issuing 1,834,386 Tribe common shares to the vendors and issuing a $9,000,000 promissory note, earning interest at 5% per annum on the outstanding principal (the “Gateway Promissory Note”). Interest on the Gateway Promissory Note will accrue from December 31, 2020 until the earlier of Tribe completing its transaction with Cherry Street and June 30, 2021, when interest will be paid in full by Tribe. Thereafter, interest will be calculated and paid monthly in arrears on the last business day of each calendar month. The Gateway Promissory Note will be repaid over a five-year period as follows:

$5,000,000, plus accrued interest, within 10 days of Tribe closing its transaction with Cherry Street;
$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 (the “First Gateway Revenue Adjustment”). 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 (the “Second Gateway Revenue Adjustment” and together with the First Gateway Revenue Adjustment, the “Gateway Revenue Adjustments”). Any adjustment in the purchase price shall be made by reducing the balance owed under the Gateway Promissory Note.

On March 5, 2021, the Company completed a non-brokered private placement financing through the issuance of 250,000 subscription receipts at a purchase price of $5.00 per receipt for gross proceeds of $1,700,000. The gross proceeds will be held in escrow pending satisfaction of certain conditions, including receiving conditional approval for listing on the TSX Venture Exchange following the amalgamation with Cherry Street.

Tribe Property Technologies Inc. October 31, 2020 Interim MD&A Page 2

OVERALL PERFORMANCE

OVERALL PERFORMANCE
	Three months ended		Six months ended
	October 31,	October 31,	October 31,	October 31,
	2020	2019	2020	2019
Property management services	$ 1,071,880	$ 949,177	$ 2,118,290	$ 1,875,716
Digital services	77,386	79,549	155,358	162,007
Total revenue	$ 1,149,266	$ 1,028,726	$ 2,273,648	$ 2,037,723
Grossprofit(1)	$ 348,047	$ 167,317	$ 832,115	$ 328,165
Grossprofit margin(1)	30.3%	16.3%	36.6%	16.1%

(1) Non-GAAP measures: Gross profit and gross profit margin do not have a standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. The Company defines gross profit as revenue less cost of property management and digital services, and gross profit margin as gross profit calculated as a percentage of revenue. Gross profit and gross margin should not be construed as an alternative for revenue or net loss in accordance with IFRS. The Company believes that gross profit and gross margin are meaningful metrics in assessing the Company’s financial performance and operational efficiency.

DISCUSSION OF OPERATIONS

Revenue

A breakdown of revenue for the three and six months ended October 31, 2020 and 2019 is as follows:

		Three months ended	Three months ended		Six months ended	Six months ended
	October 31,		October 31,	October 31,		October 31,
		2020	2019		2020	2019
Management fees	$	872,317	$ 774,592	$	1,747,073	$ 1,515,639
Other service revenue		170,138	147,080		312,400	313,127
Administrative services		29,425	27,505		58,817	46,950
Property management services		1,071,880	949,177		2,118,290	1,875,716
Digital services		77,386	79,549		155,358	162,007
Total revenue	$	1,149,266	$ 1,028,726	$	2,273,648	$ 2,037,723

During the three months ended October 31, 2020, the Company generated total revenue of $1,149,266, an increase of 12% over the same period of 2019. The increase was primarily driven by increases in management fees and additional service revenue. The Company’s revenue also increased 12% during the six months ended October 31, 2020 on total revenue of $2,273,648, compared to the six months ended October 31, 2019 driven by an increase in management fees.

Management fees increased $97,725 or 13% for the three months ended October 31, 2020 compared to 2019, and $231,434 or 15% for the six months ended October 31, 2020 compared to 2019. The increase in management fee revenue in both periods was the result of growth in the number of management contracts compared to the prior year period. Additional service revenue was up $12,058 during the three months ended October 31, 2020 compared to 2019 due to a difference in timing of non-recurring revenue. Additional service revenue was substantially flat during the six months ended October 31, 2020 compared to the same period of 2019.

Administrative services revenue and digital services revenue were largely consistent with revenue generated in the prior year periods.

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Gross profit and gross margin

Gross profit increased by $180,730 and gross profit margin increased to 30.3% for the three months ended October 31, 2020 from 16.3% for the same period of 2019. During the six months ended October 31, 2020, gross profit increased by $503,950 and gross profit margin increased to 36.6% for the six months ended October 31, 2020 from 16.1% for the same period of 2019.

The increase in gross profit was driven by additional management contracts during the year, along with an increase in gross margin. The increase in gross margin was largely driven by cost reduction initiatives as well as economies of scale in service growth.

Selling, general and administrative expenses

A breakdown of selling, general and administrative expenses for the three and six months ended October 31, 2020 and 2019 is as follows:

2019 is as follows:
	Three months ended		Six months ended
	October 31,	October 31,	October 31,	October 31,
	2020	2019	2020	2019
Salaries and wages	$ 410,278	$ 344,809	$ 775,340	$ 689,795
Office expenses	180,023	139,799	391,079	308,796
Professional fees	67,093	56,877	66,900	89,680
Advertisingandpromotion	10,774	25,225	23,510	47,160
	$ 668,168	$ 566,710	$ 1,256,829	$ 1,135,431

Selling, general and administrative expenses increased $101,458 or 18% for the three months ended October 31, 2020 compared to 2019, driven by increases in salaries and wages, office expenses and professional fees, partially offset by a decrease in professional fees.

Salaries and wages was up in the second quarter of 2021 compared to 2019 due to additional office, support and administrative staff required to support the services growth, combined with an increase in office costs associated with onboarding new staff and transitioning existing staff to remote work arrangements. Professional fees increased marginally over the prior year period due to the timing of services, which were offset by a decrease in advertising and promotion.

During the six months ended October 31, 2020, selling, general and administrative expenses increased $121,398 or 11% compared to the same period of 2019, primarily due to increases in salaries and wages and office expenses, partially offset by decreases in advertising and promotion and professional fees. The increases in salaries and wages and office costs are consistent with those described for the three months ended October 31, 2020.

Advertising and promotion costs were lower compared to the prior year as a result of decreased spending in this area. Professional fees were also lower than 2019, resulting from transaction-related costs in the comparative period.

Depreciation and amortization

Depreciation and amortization for the three months ended October 31, 2020 was $111,770 compared to $101,105 for the same period of 2019. Depreciation and amortization for the six months ended October 31, 2020 was $158,124 compared to $207,197 for the same period of 2019 due to a decline in Pendo Rent depreciation increasing, recording on a declining balance basis.

Stock-based compensation

Stock-based compensation was $nil for the three months ended October 31, 2020 and $646,481 for the six months ended October 31, 2020. On May 1, 2020, the Company granted 3,619,820 stock options to officers, directors, and employees at an exercise price of $0.30 for a period of five years, vesting immediately.

Transaction costs

Transaction costs were $2,669,653 for the three and six months ended October 31, 2020. On September 9, 2020, the Company entered into advisory agreements for services in connection with pursuing a public listing, in exchange for

Tribe Property Technologies Inc. October 31, 2020 Interim MD&A Page 4

the issuance of 4,897,547 common shares, issuable upon the entering into of a binding letter of intent for the purposes of a public listing.

The Company signed a letter of intent with Cherry Street Capital Inc. on October 30, 2020, and as such the common shares were issuable at that date. The common shares were recognized as common shares issuable in the statement of shareholders equity, at their fair value of $0.5451 per share, or $2,669,653 with a corresponding expense in the condensed consolidated statement of loss and comprehensive loss for the three and six months ended October 31, 2020. The common shares were issued on November 25, 2020.

Other expenses

Other expenses increased by $18,863 during the three months ended October 31, 2020 compared to the same period of 2019 as a result of increased interest expense on amounts due to related parties.

Net loss

Net loss for the quarter ended October 31, 2020 was $3,131,972 compared to $512,063 for the quarter ended October 31, 2019, an increase in loss of $2,619,909. For the six months ended October 31, 2020, net loss was $3,961,265 compared to $1,037,782 for the six months ended October 31, 2019, an increase in loss of $2,923,483. The increase in net loss in both periods was mainly the result of transaction costs, along with higher gross profit offset by higher selling, general and administrative expenses and stock-based compensation expense, as described above.

Summary of quarterly results

The following table provides a summary of financial data for the Company’s most recent eight quarters:

				Total	Basic and diluted
				comprehensive	income (loss) per
		Quarter ended	Revenue	loss	common share
Q2,	2021	October 31, 2020	$ 1,149,266	$ (3,131,972)	$ (0.03)
Q1,	2021	July 31, 2020	1,124,382	(829,293)	(0.01)
Q4,	2020	April 30, 2020	1,123,587	(437,887)	(0.00)
Q3,	2020	January 31, 2020	1,051,883	(588,475)	(0.01)
Q2,	2020	October 31, 2019	1,028,726	(512,060)	(0.00)
Q1,	2020	July 31, 2019	1,008,997	(525,722)	(0.00)
Q4,	2019	April 30, 2019	982,650	(707,032)	(0.01)
Q3,	2019	January 31, 2019	636,579	(475,418)	(0.00)

The primary factors affecting the magnitude and variations of the Company’s losses are as follows:

Q2 2021: transaction costs in connection with pursuing a public listing of $2,669,653.
Q4 2019: higher depreciation resulting from first year of depreciation on the Pendo Rent software acquired in September 2018.
Q2 2019 included a loss on sale of investments of $737,500.

PROPOSED TRANSACTIONS

On February 11, 2021, Cherry Street, Tribe and 1283534 B.C. Ltd. (“Cherry Street Subco”), a wholly-owned subsidiary of Cherry Street, entered into an amalgamation agreement pursuant to which Cherry Street Subco will merge with and into Tribe by way of a three-cornered amalgamation under the British Columbia Business Corporations Act (the “Amalgamation Agreement”).

In connection with the Amalgamation Agreement, Cherry Street, Tribe and Cherry Street Subco will:

Complete the Subscription Receipt Financing;
Complete the Tribe Consolidation;
Complete the consolidation of the Cherry Street common shares on the basis of one post-consolidation Cherry Street common share for 8.4488 pre-consolidation Cherry Street common shares;
Settle $1,768,854 of shareholder loans owing by Tribe to shareholders (October 31, 2020 - $1,666,047); and
Change the name of the Resulting Issuer to “Tribe Property Technologies Inc.”.

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LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2020, the Company had cash of $45,300 (April 30, 2020 - $119,433).

Operating activities

The Company had net cash flows provided by operating activities of $32,239 during the six months ended October 31, 2020, compared to net cash flows used in operating activities of $835,869 during the same period of 2019.

Investing activities

The Company had net cash flows used in investing activities of $13,670 during the six months ended October 31, 2020, compared to $48,737 during the six months ended October 31, 2019.

On January 31, 2019, Tribe acquired 100% of False Creek for cash consideration of $300,000. False Creek was a property management services company that expanded Tribe’s market penetration within the condo management services sector in British Columbia. The Company paid $40,000 of cash consideration during the six months ended October 31, 2019.

The Company acquired property and equipment of $13,670 and $8,737 during the six months ended October 31, 2020 and 2019, respectively.

Financing activities

During the six months ended October 31, 2020, the Company repaid $23,693 (2019 - $10,106) on its demand loan and received proceeds of $nil (2019 - $46,471) and received $36,494 in proceeds from its operating line of credit (2019 - $nil). The Company made lease payments of $105,503 during the six months ended October 31, 2020 (2019 - $58,730) related to leases for office space as well as computers and related equipment.

During the six months ended October 31, 2019, the Company received $908,115 as advances from companies controlled by directors of the Company. On November 17, 2020 and December 15, 2020, the Company received an additional $100,000 and $75,000 from companies controlled by directors of the Company. The amounts due to related parties are unsecured, bear interest at 5% per annum and have no set repayment terms. The amount due to related parties as at the date of this MD&A is $1,866,264; it is expected that $1,266,365 will be converted to common stock concurrent with closing the amalgamation with Cherry Street and the balance will be repaid upon the release of funds from the Subscription Receipt Financing.

On December 11, 2020, the Company completed the Subscription Receipt Financing through the issuance of 2,325,984 subscription receipts for gross proceeds of $11,629,920. The net proceeds, after commissions, will be held in escrow pending satisfaction of the Escrow Release Conditions.

On December 31, 2020, Tribe closed the Gateway Acquisition for an aggregate purchase price of $10,000,000. The purchase price will be paid by issuing 1,834,386 Tribe common shares to the vendors and issuance of the Gateway Promissory Note. Interest on the Gateway Promissory Note will accrue at 5% per annum on the outstanding principal balance from December 31, 2020 until the earlier of Tribe completing its transaction with Cherry Street and June 30, 2021, when interest will be paid in full by Tribe. Thereafter, interest will be calculated and paid monthly in arrears on the last business day of each calendar month. The Gateway Promissory Note will be repaid over a five-year period, subject to the Gateway Revenue Adjustments, as follows:

$5,000,000, plus accrued interest, within 10 days of Tribe closing its transaction with Cherry Street;
$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.

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OFF-BALANCE SHEET ARRANGEMENTS

None.

RELATED PARTY TRANSACTIONS

a) Key management compensation for the three and six months ended October 31, 2020 and 2019 were as follows:

	Three Months Ended	Six Months Ended
October 31, 2020 October 31, 2019 October 31, 2020 October 31, 2019
Salary $ 95,115 $ 113,385 $ 221,900 $ 219,769 Short-term benefits $ 15,462 $ 16,587 $ 32,542 $ 40,731

b) As at October 31, 2020 the Company owed $1,666,047 to companies controlled by directors of the Company (April 30, 2020 - $1,625,873).
c) During the three and six months ended October 31, 2020, the Company incurred stock-based compensation expense of $nil and $342,009, respectively, related to stock options granted to officers and directors of the Company.
d) As at October 31, 2020 the Company had 3,497,547 common shares issuable to a company controlled by a director, as consideration for advisory services received during the period.

CHANGES IN ACCOUNTING POLICIES, INCLUDING INITIAL ADOPTION

The Company’s consolidated financial statements have been prepared in accordance with the accounting policies presented in Note 2 of our audited annual consolidated financial statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial assets and liabilities are classified as follows:

	October 31, 2020	October 31, 2020	April 30, 2020	April 30, 2020
Financial assets:
*Fair value through profit and loss*
Cash	$	45,300	$	119,433
Accounts receivable		106,739		526,402
Financial liabilities:
*Other financial liabilities*
Accounts payable	$	200,347	$	649,537
Short-term debt		66,048		28,247
Demand loan		219,350		248,375
Due to shareholders		1,666,047		1,625,873

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The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

Interest rate risk

Currency risk

Liquidity risk

RISKS AND UNCERTAINTIES

Limited operating history

Acquisition growth strategy

Uncertainty of additional funding

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Indebtedness

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

Competitive conditions

Reliance upon management and certain key personnel

Software product defects

Third party software

The Resulting Issuer’s software products incorporate elements that are acquired or licensed from third party vendors. While the Resulting Issuer believes that these elements can be obtained from other sources or can be developed inhouse, if one of its current vendors were to stop licensing products to the Resulting Issuer or were to cease business operations, this may interrupt the Resulting Issuer’s ability to provide its products and services to its own customers, which may result in a loss of revenues or may also expose the Resulting Issuer to potential litigation or damages. Risks related to the property management services industry.

The Resulting Issuer operates 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. The Resulting Issuer may be liable for employee actions which may contravene such legislation and regulations promulgated under such legislation. The Resulting Issuer may also be liable for errors or omissions made by employees in the carrying out of the Resulting Issuer’s services to its customers. While the Resulting Issuer has 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 the Resulting Issuer’s claims. In addition, the Resulting Issuer, its directors, officers and employees

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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 the Resulting Issuer’s financial operations.

Risks related to intellectual property protection

Conflicts of interest

Members of the Resulting Issuer Board may become directors of other companies or have significant shareholdings in other technology companies and, to the extent that such other companies may participate in ventures in which the Resulting Issuer may participate, the Resulting Issuer Board may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The Resulting Issuer and the Resulting Issuer Board will attempt to minimize such conflicts. In the event that such a conflict of interest arises at a meeting of the Resulting Issuer 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 the Resulting Issuer 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 British Columbia Business Corporations Act (“BCBCA”). The provisions of the BCBCA require a director or officer of a corporation who has a material interest in a contract or transaction of the corporation, or a director or officer of a corporation who is a director or officer of or has a material interest in a Person who has a material interest in a contract or transaction with the corporation, to disclose his or her interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless permitted under the BCBCA, as the case may be. Other than as indicated, the Resulting Issuer has no other procedures or mechanisms to deal with conflicts of interest.

Permits and licences

The operations of the Resulting Issuer require licences 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. The Resulting Issuer will obtain all necessary licences and permits required to carry out its business operations in compliance with applicable laws and regulations. However, such licences and permits are subject to changes in regulations and in various operating circumstances. There can be no assurance that the Resulting Issuer will be able to obtain all necessary licences and permits required to carry out its business operations.

Industry regulatory risks

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Political regulatory risks

Share liquidity

Dividends

At the present time it is unlikely Resulting Issuer Shareholders will receive a dividend on the Resulting Issuer Shares.

Litigation

Holding corporation

Internal controls over financial reporting and disclosure controls and procedures

Joint venture agreements

Tribe Property Technologies Inc. October 31, 2020 Interim MD&A Page 11

such third parties, and this may negatively impact the Resulting Issuer’s strategic growth plans and may materially affect the Resulting Issuer’s business operations.

Insurance risks

Information systems and cybersecurity risks

The Resulting Issuer expects 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. The Resulting Issuer applies technical and process controls in line with industry-accepted standards and best practices to protect its 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 the Resulting Issuer’s business, financial condition, and results of operations as well as on the Resulting Issuer’s reputation.

Environmental risks and hazards

Foreign exchange rate fluctuations

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 the Resulting Issuer, its employees, foreign representatives and consultants or others working on its 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 the Resulting Issuer’s business operations.

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Substantial capital requirements

CONTINGENCIES

OUTSTANDING SHARE DATA

As at March 9, 2021, the Company had 117,981,036 common shares outstanding and 9,311,618 stock options outstanding.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information. 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.

Known and unknown factors could cause actual results or events to differ materially from those projected in the forwardlooking 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 the Resulting Issuer may, upon completion of the Transaction, carry on business; integration of the Gateway Acquisition; business opportunities that may be presented to, or pursued by the Resulting Issuer upon completion of the Transaction; the Resulting Issuer’s 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 the Resulting Issuer’s credit rating; 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 Cherry Street, Tribe or the Resulting Issuer. Additional factors are noted under the heading “ Risk Factors ”.

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TRIBE PROPERTY TECHNOLOGIES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS April 30, 2020

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited annual consolidated financial statements for the year ended April 30, 2020 and accompanying notes thereto (the “Financial Statements”) of Tribe Property Technologies Inc. (the “Company” or “Tribe”), formerly Bazinga Technologies Inc., which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All dollar amounts in this MD&A are expressed in Canadian dollars (“CAD”), unless otherwise stated.

This MD&A contains non-IFRS measures, including Gross Profit and Gross Profit Margin. Refer to the section “Overall Performance” for information on the calculation of these non-IFRS measures.

This MD&A contains forward-looking statements. Readers are advised to refer to the “Forward-Looking Statements” section for cautionary language when reading any forward-looking statements.

The date of this MD&A is March 9, 2021, the date on which it was approved by the Board of Directors.

COMPANY OVERVIEW

On September 9, 2020, Tribe entered into advisory fee agreements for the receipt of strategic advisory services, principally related to the financing and corporate development of Tribe and the pursuit of a going public transaction. On November 25, 2020, Tribe issued 4,897,547 common shares as consideration for these services, of which 3,497,547 common shares were issued to a company controlled by a related party of the Company.

On October 30, 2020, the Company announced that it entered into a letter of intent with Cherry Street Capital Inc. (“Cherry Street”). It is anticipated that Tribe will amalgamate with a wholly-owned subsidiary of Cherry Street and, following the completion of the transaction, be listed on the TSX Venture Exchange (the “Resulting Issuer”). It is expected that $1,266,365 of the advances from shareholders as at April 30, 2020, will be converted to common shares concurrent with closing the amalgamation with Cherry Street. It is also expected that the balance of the advances from shareholders will be repaid upon release of funds from the Subscription Receipt Financing, described below.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 1

$5,000,000, plus accrued interest, within 10 days of Tribe closing its transaction with Cherry Street;
$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.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 2

OVERALL PERFORMANCE

OVERALL PERFORMANCE
	April 30, 2020	April 30, 2019
Property management services	$ 3,892,330	$ 2,663,328
Digital services	320,863	224,019
Total revenue	$ 4,213,193	$ 2,887,347
Grossprofit(1)	$ 1,169,410	$ 457,284
Grossprofit margin(1)	27.8%	15.8%

(1) Non-GAAP measures: Gross profit and gross profit margin do not have a standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. The Company defines gross profit as revenue less cost of property management and digital services, and gross profit margin as gross profit calculated as a percentage of revenue. Gross profit and gross margin should not be construed as an alternative for revenue or net loss in accordance with IFRS. The Company believes that gross profit and gross margin are meaningful metrics in assessing the Company’s financial performance and operational efficiency.

ANNUAL RESULTS

Selected Annual Information

	Year ended April 30, 2020	Year ended April 30, 2019	Year ended
			April 30, 2018
Total revenues	$ 4,213,193	$ 2,887,347	$ 1,956,320(1)
Loss from continuing operations	(2,064,144)	(2,708,993)	(3,599,480)(1)
Net loss	(2,064,144)	(2,708,993)	(3,599,480)(1)
Total assets (non-current and current)	2,929,198	4,513,513	4,334,861
Total long-term financial liabilities	$ 279,633	$ 421,590	$ 514,095
Cash dividends declared per share	Nil	Nil	Nil

(1) Unaudited

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 3

Financial performance and balances by segment are as follows:

			Property
		Digital	Management
		Services	Services	Corporate		Total
As at and for the year ended April 30, 2020
Revenue	$	320,863	$ 3,892,330	$	-	$ 4,213,193
Expenses		1,847,822	3,818,071		611,444	6,277,337
Net income(loss)		(1,526,959)	74,259		(611,444)	(2,064,144)
Assets		2,377,647	551,551		-	$ 2,929,198
Liabilities		2,665,151	680,155		-	3,345,306
As at and for the year ended April 30, 2019
Revenue	$	224,019	$ 2,663,328	$	-	$ 2,887,347
Expenses		2,067,098	2,914,742		614,500	5,596,340
Net income(loss)		(1,843,079)	(251,414)		(614,500)	(2,708,993)
Assets		4,056,724	456,789		-	4,513,513
Liabilities		1,565,323	600,154		-	2,165,477

DISCUSSION OF OPERATIONS

Revenue

Revenue increased by $1,325,846 or 46% compared to the prior year, primarily driven by increases in management fees, other service revenue and digital service revenue.

fees, other service revenue and digital service revenue.
	April 30, 2020	April 30, 2019
Management fees	$ 3,139,233	$ 2,199,167
Other service revenues	651,267	373,564
Administrative services	101,830	90,597
Property management services	3,892,330	2,663,328
Digital services	320,863	224,019
Total revenue	$ 4,213,193	$ 2,887,347

Management fees increased $940,066 or 43% for the year ended April 30, 2020 compared to 2019 due to an increase in management contracts during the year. The increase in management contracts also led to higher revenue from other services, which increased $277,703 compared to the prior year.

Digital revenue was up $96,844 or 43% compared to 2019, largely due to an increase in revenue associated with the completion of a number of large real estate developments resulting in our software being used for deficiency management and post-occupancy support.

Gross profit and gross margin

Gross profit increased by $712,126 and gross profit margin increased to 27.8% for the year ended April 30, 2020 from 15.8% for the year ended April 30, 2019. The increase in gross profit was driven by additional management contracts during the year, along with an increase in gross margin. In 2019, the Company invested in infrastructure to facilitate growth, resulting in higher costs and leading to higher gross margin in 2020.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 4

Selling, general and administrative expenses

Selling, general and administrative expenses increased $408,653 or 19% for the year ended April 30, 2020 compared to 2019, primarily driven by an increase in salaries and wages resulting from additional office, support and administrative staff required to support the services growth.

		April 30, 2020	April 30, 2019
Salaries and wages	$	1,477,605	$ 1,122,510
Office expenses		782,574	726,915
Professional fees		192,266	179,096
Advertisingandpromotion		74,934	90,205
	$	2,527,379	$ 2,118,726

Depreciation and amortization

Depreciation and amortization for the year ended April 30, 2020 was $556,552 compared to $419,046 for the year ended April 30, 2019, an increase of $137,506. The increase was primarily the result of a full year of depreciation on the Pendo Rent software acquired in September 2018.

Other Income and expenses

Other income of $129,085 during the year ended April 30, 2019 related to subleasing the Company’s office space. At the end of 2019, the Company needed this space to facilitate growth. As a result, there was no similar revenue for the year ended April 30, 2020.

Net loss

Net loss for the year ended April 30, 2020 was $2,064,144 compared to $2,708,993 for the year ended April 30, 2019, a decrease of $644,849. The decrease in net loss was mainly the result of higher revenue and gross profit, partially offset by an increase in selling, general and administrative expenses, as described above.

FOURTH QUARTER RESULTS

The following table provides a summary of financial data for the Company’s most recent eight quarters:

				Total	Basic and diluted
				comprehensive	income (loss) per
		Quarter ended	Revenue	loss	common share
Q4,	2020	April 30, 2020	$ 1,123,587	$ (437,887)	$ (0.00)
Q3,	2020	January 31, 2020	1,051,883	(588,475)	(0.01)
Q2,	2020	October 31, 2019	1,028,726	(512,060)	(0.00)
Q1,	2020	July 31, 2019	1,008,997	(525,722)	(0.00)
Q4,	2019	April 30, 2019	982,650	(707,032)	(0.01)
Q3,	2019	January 31, 2019	636,579	(475,418)	(0.00)
Q2,	2019	October 31, 2018	644,667	(1,089,720)	(0.01)
Q1,	2019	July 31, 2018	623,451	(436,823)	(0.00)

The primary factors affecting the magnitude and variations of the Company’s losses are as follows:

Q4 2019: higher depreciation resulting from first year of depreciation on the Pendo Rent software acquired in September 2018.
Q2 2019 included a loss on sale of investments of $737,500.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 5

SUMMARY OF QUARTERLY RESULTS

Revenue

Revenue increased by $140,937 or 14% compared to the prior year, primarily driven by increases in management fees and administrative service revenue, partially offset by a reduction in other service revenue.

	April 30, 2020	April 30, 2019
Management fees	$ 828,294	$ 716,298
Other service revenues	184,677	230,893
Administrative services	28,405	(33,046)
Property management services	1,041,376	914,145
Digital services	82,211	68,505
Total revenue	$ 1,123,587	$ 982,650

Management fees increased $111,996 or 16% for the three months ended April 30, 2020 compared to 2019 due to an increase in management contracts during the quarter. Administrative service revenue increased $61,451 as a result of the timing of charge backs in the prior year period resulting in an expense rather than revenue for the three months ended April 30, 2019.

These increases were partially offset by a decrease in other service revenue of $46,216 or 20%, primarily due to lower residential lease turnover leading to a reduction in administrative fees for new leases.

Gross profit and gross margin

Gross profit increased by $252,680 and gross profit margin increased to 57.4% for the three months ended April 30, 2020 from 40.0% for the same period of 2019. The increase in gross profit was driven by additional management contracts during the year, along with an increase in gross margin. The increase in gross margin was largely driven by an increase in government incentives leading to a lower cost of digital services.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $150,275 or 17% for the three months ended April 30, 2020 compared to 2019, driven by decreases in office expenses, advertising and promotion and professional fees, partially offset by an increase in salaries and wages.

	April 30, 2020	April 30, 2020	April 30, 2019
Salaries and wages	$	398,243	$ 356,675
Office expenses		277,101	369,653
Professional fees		59,608	103,135
Advertisingandpromotion		(236)	55,528
	$	734,716	$ 884,991

The decrease in office expenses of $92,552 for the three months ended April 30, 2020 compared to 2019 was largely the result of cost conservation measures combined with reduced office expenses resulting from a greater number of staff working from home in accordance with COVID-19 precautions. Advertising and promotion costs were higher during the comparative period as a result of a one-time campaign in Q4 2019. Professional fees were also higher in the comparative period, resulting from transaction-related costs.

The above-noted decreases were partially offset by an increase in salaries and wages resulting from additional office, support and administrative staff required to support the services growth.

Depreciation and amortization

Depreciation and amortization for the three months ended April 30, 2020 was $288,272 compared to $311,473 for the same period of 2019.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 6

Other Income and expenses

Other income of $42,285 during the three months ended April 30, 2019 related to subleasing the Company’s office space. At the end of 2019, the Company needed this space to facilitate growth. As a result, there was no similar revenue for the three months ended April 30, 2020.

Interest expense increased by $40,852, as a result of an increase in shareholder loans.

Net loss

Net loss for the quarter ended April 30, 2020 was $437,887 compared to $707,032 for the quarter ended April 30, 2019, a decrease in loss of $269,145. The decrease in net loss was mainly the result of higher gross profit and lower selling, general and administrative expenses, as described above.

PROPOSED TRANSACTIONS

In connection with the Amalgamation Agreement, Cherry Street, Tribe and Cherry Street Subco will:

Complete the Subscription Receipt Financing;
Complete the Tribe Consolidation;
Complete the consolidation of the Cherry Street common shares on the basis of one post-consolidation Cherry Street common share for 8.4488 pre-consolidation Cherry Street common shares;
Settle $1,768,854 of shareholder loans owing by Tribe to shareholders (April 30, 2020: $1,625,873); and
Change the name of the Resulting Issuer to “Tribe Property Technologies Inc.”.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2020 and 2019, the Company had cash of $119,433 and $20,689, respectively.

Operating activities

The Company had net cash flows used in operating activities of $1,246,027 during the year ended April 30, 2020, compared to $1,193,024 during the year ended April 30, 2019.

Investing activities

The Company had net cash flows used in investing activities of $51,163 during the year ended April 30, 2020, compared to $300,053 during the year ended April 30, 2019.

The Company acquired property and equipment of $16,163 and $40,053 during the years ended April 30, 2020 and 2019, respectively.

Financing activities

During the year ended April 30, 2020, the Company received $1,430,000 as advances from companies controlled by directors of the Company (2019 - $250,000). As at April 30, 2020 the Company owed $1,625,873 (2019 - $490,892) to companies controlled by directors of the Company. The amounts due to related parties are unsecured, bear interest at 5% per annum and have no set repayment terms. The amount due to related parties as at the date of this MD&A is $1,866,264; it is expected that $1,266,365 will be converted to common stock concurrent with closing the amalgamation with Cherry Street and the balance will be repaid upon the release of funds from the Subscription Receipt Financing.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 7

On January 17, 2019, the Company secured a loan facility of up to $300,000 to finance the acquisition of False Creek. The loan is due on demand and bears interest at prime plus 2% per annum, calculated on the daily outstanding balance of the loan and due monthly. As at April 30, 2020, this loan and had a balance outstanding of $248,375 (2019 - $253,529).

The loan is secured by:

First priority over all present and subsequently acquired personal property;
Unlimited guarantee of advances executed by Tribe, supported by second charge on all present and subsequently acquired personal property of Tribe;
Evidence of business insurance, including general liability insurance; and
Postponement and assignment of creditor’s claim executed by Tribe postponing shareholder loans in the amount of $350,605.

$5,000,000, plus accrued interest, within 10 days of Tribe closing its transaction with Cherry Street;
$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.

OFF-BALANCE SHEET ARRANGEMENTS

None

RELATED PARTY TRANSACTIONS

a) Key management compensation for the years ended April 30, 2020 and 2019 were as follows:

			For the Years Ended	For the Years Ended
		April	30, 2020	April 30, 2019
Salary	$		426,192	$ 391,406
Short-term benefits	$		83,657	$ 70,514

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 8

b) During the year ended April 30, 2020 and 2019 the Company earned rent and consulting income from a company with a common director of $27,885 and $146,640, respectively.
c) As at April 30, 2020 and 2019, the Company had amounts receivable of $12,365 and $22,566, respectively, from a company controlled by a director.
d) During the year ended April 30, 2020 and 2019, the Company sold $18,720 and $16,020, respectively, of software products and services to companies controlled by a director.

On May 1, 2020 the Company approved the issuance of 3,619,820 stock options. The stock options have an exercise price of $0.30, vested immediately and expire on April 30, 2025. On February 1, 2021, the Company granted 1,834,380 pre-consolidation stock options to an officer of the Company, with an exercise price of $0.5451, vesting over four years and expiring on January 31, 2026. On February 22, 2021, the Company granted 2,381,632 pre-consolidation stock options to officers and employees of the Company with an exercise price of $0.5451, vesting over four years and expiring on February 21, 2026. The Company additionally granted 1,017,191 pre-consolidation stock options to directors and consultants of the Company with an exercise price of $0.5451, vesting over two years and expiring on February 21, 2026.

CRITICAL ACCOUNTING ESTIMATES

Going concern

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units (“CGU”) to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 9

Valuation of deferred tax assets

Business combinations

Determination of useful life

CHANGES IN ACCOUNTING POLICIES, INCLUDING INITIAL ADOPTION

The Company’s consolidated financial statements represent the first annual financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). IFRS 1 First-time adoption of International Financial Reporting Standards (“IFRS 1”) has therefore been applied in preparing its consolidated financial statements. The Company’s consolidated financial statements have been prepared in accordance with the accounting policies presented in Note 2 of our audited annual consolidated financial statements.

Certain new and revised accounting standards and IFRIC interpretations have been issued and the Company’s assessment of the impact of these new standards and interpretations is set out below:

IFRS 16 Leases introduced new requirements for the classification and measurement of leases. Under IFRS 16, a lessee no longer classifies leases as operating or financing and records all leases in the consolidated statement of financial position, unless the lease term is 12 months or less or the underlying asset has a low value. The Company has applied IFRS for all period presented in its annual consolidated financial statements.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 10

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial assets and liabilities are classified as follows:

	April 30, 2020	April 30, 2019	April 30, 2018
Financial assets:
*Fair value through profit and loss*
Cash	$ 119,433	$ 20,689	$ 46,767
Investments	-	1,050,000	1,800,000
*Amortized cost*
Accounts receivable	526,402	602,200	573,073
Financial liabilities:
*Financial liabilities at amortized cost*
Accounts payable	$ 649,537	$ 490,760	$ 261,634
Short-term debt	28,247	-	-
Demand loan	248,375	253,529	-
Note payable	-	37,401	-
Due to shareholders	1,625,873	490,892	227,233

The fair values of the Company’s financial instruments approximate their carrying amounts due to the short-term nature of these instruments.

IFRS establishes a fair value hierarchy that reflects the significance of inputs used in measuring fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following is an analysis of the contractual maturities of the Company’s financial liabilities as at April 30, 2020:

	Within	12 months	After 12 months	After 12 months
Accounts payable and accrued liabilities	$	719,537	$	-
Short-term debt		28,247		-
Demand loan		248,375		-
Lease liabilities		214,195		206,131
Due to related parties		1,625,873		-
Total	$	2,836,227	$	206,131

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

Interest rate risk

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 11

Management monitors its interest rates compared to market rates on a regular basis. The Company does not use derivative instruments to reduce its exposure to interest rate risk. Accordingly, interest rate risk is assessed as low.

Currency risk

Liquidity risk

The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As at April 30, 2020, the most significant financial liabilities are accounts payables and accrued liabilities, short-term debt, the demand loan, and amounts due to shareholders. As at April 30, 2020, the Company assessed liquidity risk as high. Subsequent to April 30, 2020, the Company completed subscription receipt financings for gross proceeds of $13,329,920, subject to escrow release conditions.

RISKS AND UNCERTAINTIES

Limited operating history

Acquisition growth strategy

Uncertainty of additional funding

Indebtedness

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 12

Competitive conditions

Reliance upon management and certain key personnel

Software product defects

Third party software

The Resulting Issuer’s software products incorporate elements that are acquired or licensed from third party vendors. While the Resulting Issuer believes that these elements can be obtained from other sources or can be developed inhouse, if one of its current vendors were to stop licensing products to the Resulting Issuer or were to cease business operations, this may interrupt the Resulting Issuer’s ability to provide its products and services to its own customers, which may result in a loss of revenues or may also expose the Resulting Issuer to potential litigation or damages. Risks related to the property management services industry.

Risks related to intellectual property protection

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 13

Conflicts of interest

Permits and licences

Industry regulatory risks

Political regulatory risks

Share liquidity

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 14

Consequently, the price of the Resulting Issue Shares may be subject to greater fluctuation and may be difficult to sell. There is a significant liquidity risk associated with an investment in the Resulting Issuer Shares.

Dividends

At the present time it is unlikely Resulting Issuer Shareholders will receive a dividend on the Resulting Issuer Shares.

Litigation

Holding corporation

Internal controls over financial reporting and disclosure controls and procedures

Joint venture agreements

Insurance risks

Information systems and cybersecurity risks

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 15

to secure its software and hardware, effectively upgrade systems and network infrastructure and take other steps to maintain or improve its systems, the operation of such systems could be interrupted or result in the loss, corruption or release of confidential data, including sensitive customer data.

Environmental risks and hazards

Foreign exchange rate fluctuations

Anti-corruption and bribery laws

Substantial capital requirements

CONTINGENCIES

On July 31, 2018, Tribe entered into a settlement agreement with Ascent Real Estate Management Corporation (“Ascent”). The settlement agreement related to non-compete provisions included in an employment agreement between Ascent and a former employee that Tribe subsequently hired. Pursuant to the settlement agreement, Tribe agreed to pay Ascent a fixed sum to settle future claims arising with respect to a breach of non-compete provisions included in the aforementioned employment agreement over a period of twenty-two months (the “Settlement Period”). The Settlement Period has since expired, and Tribe was never required to pay any claims associated with the settlement agreement.

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 16

OUTSTANDING SHARE DATA

As at March 9, 2021, the Company had 117,981,036 common shares outstanding and 9,311,618 stock options outstanding.

FORWARD-LOOKING STATEMENTS

Tribe Property Technologies Inc. April 30, 2020 Annual MD&A Page 17

APPENDIX G

MANAGEMENT’S DISCUSSION AND ANALYSIS OF GATEWAY PROPERTY MANAGEMENT CORP.

GATEWAY PROPERTY MANAGEMENT CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS September 30, 2020

This management’s discussion and analysis (“MD&A”) is management's interpretation of the financial condition and results of operations of Gateway Property Management Corp. (the “Company” or “Gateway”), for the three and nine months ended September 30, 2020. This MD&A should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2019 and condensed interim financial statements for the three and nine months ended September 30, 2020, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A complements and supplements, but does not form part of, the Company’s financial statements. All dollar amounts in this MD&A are expressed in Canadian dollars (“CAD”), unless otherwise stated.

This MD&A contains non-IFRS measures, including Gross Profit and Gross Profit Margin. Refer to the section “Overall Performance” for information on the calculation of these non-IFRS measures.

This MD&A contains forward-looking statements. Readers are advised to refer to the “Forward-Looking Statements” section for cautionary language when reading any forward-looking statements.

The date of this MD&A is February 26, 2021, the date on which it was approved by the Board of Directors.

COMPANY OVERVIEW

Gateway was incorporated under the Canada Business Corporations Act on October 18, 2020. The principal business activity of the Company is offering property management services to meet the needs of condominium and rental communities and owners and residents. The address of its registered office is Suite 800 - 1090 West Georgia Street, Vancouver, British Columbia.

On October 30, 2020 Tribe announced that it had entered into a letter of intent with Cherry Street. It is anticipated that Tribe will amalgamate with a wholly-owned subsidiary of Cherry Street and, following the completion of the transaction, be listed on the TSX Venture Exchange under the symbol TRIB.

Gateway Property Management Corp. September 30, 2020 Interim MD&A Page 1

OVERALL PERFORMANCE

OVERALL PERFORMANCE
	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2020	2019	2020	2019
Revenue	$ 2,375,454	$ 2,391,624	$ 6,958,314	$ 7,149,847
Grossprofit(1)	$ 1,489,836	$ 1,470,974	$ 4,244,428	$ 4,359,354
Grossprofit margin(1)	62.7%	61.5%	61.0%	61.0%

(1) Non-GAAP measures: Gross profit and gross profit margin do not have a standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. The Company defines gross profit as revenue less cost of property management and digital services, and gross profit margin as gross profit calculated as a percentage of revenue. Gross profit and gross margin should not be construed as an alternative for revenue or net loss in accordance with IFRS. The Company believes that gross profit and gross margin are meaningful metrics in assessing the Company’s financial performance and operational efficiency.

DISCUSSION OF OPERATIONS

Revenue

A breakdown of revenue for the three and nine months ended September 30, 2020 and 2019 is as follows:

	Three months ended	Three months ended	Nine months ended	Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2020	2019	2020	2019
Management fees	$ 2,103,462	$ 2,217,864	$ 6,398,673	$ 6,579,246
Commissions and other fees	193,714	124,405	392,948	407,970
Administrative fees	78,278	49,355	166,693	162,631
	$ 2,375,454	$ 2,391,624	$ 6,958,314	$ 7,149,847

During the three months ended September 30, 2020, the Company generated revenue of $2,375,454, down marginally over the same period of 2019. The decrease was primarily driven by a decline in condominium and commercial management fees due to portfolio changes, largely offset by increases in commissions and other fees and administrative fees to a less extent. The increase in commissions and other fees was largely the result of timing differences compared to the prior year period.

Revenue decreased $191,533, or 3%, for the nine months ended September 30, 2020 compared to 2019 primarily driven by a decrease in management fees. Management fees decreased $180,573for the nine months ended September 30, 2020 compared to 2019. There was a decrease in condominium management fees and commercial management fees due to a net reduction in the portfolios. Commissions and other fees and administrative fees were substantially flat during the nine months ended September 30, 2020 compared to the same period of 2019.

Gross profit and gross margin

Gross profit increased by $18,862 and gross profit margin increased to 62.7% for the three months ended September 30, 2020 from 61.5% for the same period of 2019. The increase in gross profit and gross profit margin was driven by an increase in government incentives leading to a lower cost of property management services with a slight revenue decline.

During the nine months ended September 30, 2020, gross profit decreased by $114,926 and gross profit margin was consistent at 61.0% for the nine months ended September 30, 2020 and 2019 due to a net portfolio reduction in the period compared to the prior year period.

Gateway Property Management Corp. September 30, 2020 Interim MD&A Page 2

Selling, general and administrative expenses

A breakdown of selling, general and administrative expenses for the three and nine months ended September 30, 2020 and 2019 is as follows:

and 2019 is as follows:
	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2020	2019	2020	2019
Salaries and wages	$ 528,645	$ 570,630	$ 1,643,335	$ 1,661,185
Office expenses	520,402	484,969	1,386,961	1,496,047
Professional fees	27,601	19,138	104,274	122,927
Advertisingandpromotion	2,986	15,874	15,521	72,396
	$ 1,079,634	$ 1,090,611	$ 3,150,091	$ 3,352,555

Selling, general and administrative expenses decreased slightly, down $10,977, for the three months ended September 30, 2020 compared to 2019, with decreases in salaries and wages and advertising and promotion largely offset by increases in office expenses. Salaries and wages decreased by $41,985 due to the retirement of two staff who were not replaced, advertising and promotion was down $12,888 with less spending coinciding with public health and emergency measures put in place to combat the spread of COVID-19, offset by an increase in office expenses resulting from safety measures, products and services to combat the spread of COVID-19.

During the nine months ended September 30, 2020, selling, general and administrative expenses decreased $202,464 or 6% compared to the same period of 2019, primarily due to decreases in office expenses and advertising and promotion. The reduction in office expenses was largely driven by a reduction in non-essential travel in response to public health measures to combat the spread of COVID-19 and timing of insurance payments. Advertising and promotion costs were lower compared to the prior year as a result of decreased spending in this area, consistent with the reasons described for the third quarter.

Depreciation and amortization

Depreciation and amortization for the three months ended September 30, 2020 was $139,574 compared to $100,588 for the same period of 2019. Depreciation and amortization for the nine months ended September 30, 2020 was $341,091 compared to $301,771 for the same period of 2019.

Other expenses

The Company’s had interest expense of $36,402 and $119,554 for the three and nine months ended September 30, 2020 compared to $49,114 and $156,896 for the three and nine months ended September 30, 2019, increases of $12,712 and $37,342, respectively. The increase in interest expense in each of the periods compared to 2019 primarily relates to interest expense on leases.

Fair value adjustment on marketable securities, resulting from the Company’s investment in Sunlife Financial, was flat for the three months ended September 30, 2020 compared to 2019 and resulted in a loss of $4,771 for the nine months ended September 30, 2020 compared to a gain of $17,285 in the comparative period.

Net income

Net income for the quarter ended September 30, 2020 was $225,015 compared to $202,726 for the quarter ended September 30, 2019, an increase of $22,289 for the reasons described above. For the nine months ended September 30, 2020, net income was $576,886 compared to $465,427 for the nine months ended September 30, 2019, an increase of $111,459 for the reasons described above.

Gateway Property Management Corp. September 30, 2020 Interim MD&A Page 3

Summary of quarterly results

The following table provides a summary of financial data for the Company’s most recent eight quarters:

				Total	Basic and diluted
				comprehensive	income (loss) per
		Quarter ended	Revenue	income(loss)	common share
Q3,	2020	September 30, 2020	$ 2,375,454	$ 207,290	$ 2,072.90
Q2,	2020	June 30, 2020	2,248,819	221,571	2,215.71
Q1,	2020	March 31, 2020	2,334,041	94,928	949.28
Q4,	2019	December 31, 2019	2,328,977	(4,269)	(42.69)
Q3,	2019	September 30, 2019	2,391,624	186,671	1,866.71
Q2,	2019	June 30, 2019	2,412,881	110,913	1,109.13
Q1,	2019	March 31, 2019	2,345,342	119,637	1,196.37
Q4,	2018	December 31, 2018	2,332,951	(187,767)	(1,877.67)

The primary factors affecting the magnitude and variations of the Company’s income (loss) are as follows:

Q1 2020: safety measures to set-up and enable work from home protocols resulting from public health guidelines to combat the spread of COVID-19.
Q4 2019 and Q4 2018 included year-end accruals not included in other quarters.

PROPOSED TRANSACTIONS

None

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2020 and December 31, 2019, the Company had cash of $842,977 and $932,058, respectively.

Operating activities

The Company had net cash flows from operating activities of $1,018,308 during the nine months ended September 30, 2020, compared to $784,348 in the comparative period.

Investing activities

The Company had net cash flows used in investing activities related to the purchase of property and equipment of $39,447 for the nine months ended September 30, 2020, compared to $34,251 for the nine months ended September 30, 2019.

Financing activities

During the nine months ended September 30, 2020, the Company repaid $422,208 of loans to related parties (2019 - $121,500), made lease payments of $389,261 (2019 - $370,236) and made payments of $256,473 on the redemption of preferred shares to a company controlled by an officer (2019 - $nil).

OFF-BALANCE SHEET ARRANGEMENTS

None

RELATED PARTY TRANSACTIONS

Gateway Property Management Corp. September 30, 2020 Interim MD&A Page 4

a) Key management compensation for the three and nine months ended September 30, 2020 and 2019 were as follows:

follows:
	Three Months Ended	Nine Months Ended
September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Salary $ 100,000 $ 100,000 $ 300,000 $ 300,000 Short-term benefits $ 13,750 $ 13,750 $ 41,250 $ 41,250

b) As at September 30, 2020 the Company owed $nil (December 31, 2019 - $422,208) to certain related parties of the Company. The amounts are unsecured and non-interest bearing.
c) During the three and nine months ended September 30, 2020 the Company made payments of $272,203 and $816,610, respectively (2019 - $231,980 and $717,525) to a company controlled by a director. The payments include lease payments for rent of an office space and other related fees. The office leases have an average term of 6.5 years.
d) During the nine months ended September 30, 2020 the Company made payments on the redemption of preferred shares of $256,473 to a company controlled by an officer.

CHANGES IN ACCOUNTING POLICIES, INCLUDING INITIAL ADOPTION

The Company’s consolidated financial statements have been prepared in accordance with the accounting policies presented in Note 2 of our audited annual consolidated financial statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial assets and liabilities are classified as follows:

	September 30,	December 31,
	2020	2019
Financial assets:
*Fair value through profit and loss*
Cash	$ 842,977	$ 932,058
Receivables	195,378	252,975
Investments	58,438	63,209
Financial liabilities:
*Financial liabilities at amortized cost*
Accounts payable	$ 74,120	$ 74,132
Due to relatedparties	-	422,208

IFRS 7 Financial Instruments: Disclosures establishes a fair value hierarchy that reflects the significance of inputs used in measuring fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

At September 30, 2020 and December 31, 2019 the Company had no financial assets measured and recognized on the consolidated statement of financial position at fair value belonging in Level 2 or Level 3 of the fair value hierarchy. The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Gateway Property Management Corp. September 30, 2020 Interim MD&A Page 5

Credit risk

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rates on its lease liabilities are fixed, and as such, the Company has assessed interest rate risk as low. The Company does not use derivative instruments to reduce its exposure to interest rate risk.

Currency risk

Liquidity risk

CONTINGENCIES

OUTSTANDING SHARE DATA

As at February 26, 2021, the Company had 100 common shares outstanding.

FORWARD-LOOKING STATEMENTS

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Gateway to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although Gateway has 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 statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Gateway Property Management Corp. September 30, 2020 Interim MD&A Page 6

GATEWAY PROPERTY MANAGEMENT CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2019

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2019 and accompanying notes thereto (the “Financial Statements”) of Gateway Property Management Corp. (the “Company” or “Gateway”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All dollar amounts in this MD&A are expressed in Canadian dollars (“CAD”), unless otherwise stated.

This MD&A contains non-IFRS measures, including Gross Profit and Gross Profit Margin. Refer to the section “Overall Performance” for information on the calculation of these non-IFRS measures.

This MD&A contains forward-looking statements. Readers are advised to refer to the “Forward-Looking Statements” section for cautionary language when reading any forward-looking statements.

The date of this MD&A is February 26, 2021, the date on which it was approved by the Board of Directors.

COMPANY OVERVIEW

Gateway was incorporated under the Canada Business Corporations Act on October 18, 2000. The principal business activity of the Company is offering property management services to meet the needs of condominium and rental communities and owners and residents. The address of its registered office is Suite 800 - 1090 West Georgia Street, Vancouver, British Columbia.

In December 2020, the Company sold 100% of its outstanding common shares to Tribe Property Technologies Inc. (“Tribe”) for consideration of 1,834,386 Tribe common shares, $5,000,000 in cash, and a $4,000,000 loan repayable over five years following closing (the “Acquisition”). The $4,000,000 preferred share liability was converted to the loan payable as part of the Acquisition. The cash consideration is to be paid to the sellers upon release of funds from the Tribe Subscription Receipt Financing, defined herein.

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 1

OVERALL PERFORMANCE

OVERALL PERFORMANCE
	December 31,	December 31,
	2019	2018
Revenue	$ 9,478,824	$ 9,358,312
Grossprofit(1)	$ 5,788,410	$ 5,774,450
Grossprofit margin(1)	61.1%	61.7%

(1) Non-GAAP measures: Gross profit and gross profit margin do not have a standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. The Company defines gross profit as revenue less cost of property management services, and gross profit margin as gross profit calculated as a percentage of revenue. Gross profit and gross margin should not be construed as an alternative for revenue or net loss in accordance with IFRS. The Company believes that gross profit and gross margin are meaningful metrics in assessing the Company’s financial performance and operational efficiency.

ANNUAL RESULTS

Selected Annual Information

	Year ended December 31, 2019	Year ended December 31, 2018	Year ended
			December 31, 2017
Total revenues	$ 9,478,824	$ 9,358,312	$ 9,474,328(1)
Income from continuing operations	477,197	258,553	524,500(1)
Net income	477,197	258,553	524,500(1)
Total assets (non-current and current)	3,208,499	3,345,688	3,566,989
Total long-term financial liabilities	$ 422,208	$ 574,597	$ 813,408

(1) Unaudited

DISCUSSION OF OPERATIONS

Revenue

Revenue increased marginally, up $120,512 compared to the prior year, primarily driven by an increase in management fees, partially offset by a reduction in commissions and other fees.

fees, partially offset by a reduction in commissions and other fees.
	December 31,	December 31,
	2019	2018
Management fees	$ 8,767,906	$ 8,597,082
Commissions and other fees	492,373	540,067
Administrative fees	218,545	221,163
	$ 9,478,824	$ 9,358,312

Management fees increased $170,824 for the year ended December 31, 2019 compared to 2018 due to an increase in management contracts during the year. The increase was partially offset by a reduction in commissions and other fees of $47,694 resulting from a decrease in lease renewal fees.

Gross profit and gross margin

Gross profit and gross profit margin were relatively flat compared to the prior year. Gross profit increased by $13,960 although gross profit margin decreased slightly to 61.1% for the year ended December 31, 2019 from 61.7% for the year ended December 31, 2018.

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 2

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $135,535 for the year ended December 31, 2019 compared to 2018, primarily driven by decreases in salaries and wages and advertising and promotion, partially offset by increases in professional fees and office expenses.

in professional fees and office expenses.
	December 31,	December 31,
	2019	2018
Salaries and wages	$ 2,256,252	$ 2,474,833
Office expenses	2,001,465	1,951,685
Professional fees	205,269	143,028
Advertisingandpromotion	103,258	125,703
	$ 4,566,244	$ 4,695,249

The Company’s president retired in 2018, with the Chief Executive Officer taking on additional responsibility, resulting in a decrease in salaries and wages of $218,581. This decrease was partially offset by increases in professional fees, due to higher staff recruitment costs compared to the prior year, and office expenses resulting from a bad debts expense in 2019.

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2019 was $489,844 compared to $470,303 for the year ended December 31, 2018, an increase of $19,541.

Other Income and expenses

The Company’s had interest expense of $203,003 for the year ended December 31, 2019 compared to $225,729, a decrease of $22,726, driven primarily by a decrease in interest expense on leases.

Fair value adjustment on marketable securities, resulting from the Company’s investment in Sunlife Financial resulting in income of $16,693 for the year ended December 31, 2019 compared to an expense of $4,448 for the comparative period.

Net loss

Net loss for the year ended December 31, 2019 was $477,197 compared to $316,820 for the year ended December 31, 2018, an increase of $160,377. The increase in net income was mainly the result of lower selling, general and administrative expenses, as described above.

FOURTH QUARTER RESULTS

The following table provides a summary of financial data for the Company’s most recent eight quarters:

					Total	Basic and diluted
					comprehensive	income (loss) per
		Quarter ended		Revenue	income(loss)	common share
Q4,	2019	December 31, 2019	$	2,328,977	$ (4,269)	$ (42.69)
Q3,	2019	September 30, 2019		2,391,624	186,671	1,866.71
Q2,	2019	June 30, 2019		2,412,881	110,913	1,109.13
Q1,	2019	March 31, 2019		2,345,342	119,637	1,196.37
Q4,	2018	December 31, 2018		2,332,951	(187,767)	(1,877.67)
Q3,	2018	September 30, 2018		2,312,999	106,905	1,069.05
Q2,	2018	June 30, 2018		2,441,577	100,055	1,000.55
Q1,	2018	March 31, 2018		2,270,785	239,360	2,393.60

The primary factors affecting the magnitude and variations of the Company’s income (loss) are as follows:

Q4 2019 and Q4 2018 included year-end accruals not included in other quarters.

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 3

SUMMARY OF QUARTERLY RESULTS

Revenue

Revenue for the three months ended December 31, 2019 was consistent with the same period of 2018.

	December 31,	December 31,
	2019	2018
Management fees	$ 2,188,660	$ 2,163,962
Commissions and other fees	84,403	111,207
Administrative fees	55,914	57,782
	$ 2,328,977	$ 2,332,951

Gross profit and gross margin

Gross profit increased by $23,522 and gross profit margin increased to 61.4% for the three months ended December 31, 2019 from 60.2% for the same period of 2018. The increase in gross margin was driven by an increase in government incentives leading to a lower cost of property management services.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $176,609 or 13% for the three months ended December 31, 2019 compared to 2018, primarily driven by a decrease in salaries and wages.

	December 31,	December 31,
	2019	2018
Salaries and wages	$ 595,067	$ 818,259
Office expenses	518,153	504,564
Professional fees	82,342	37,118
Advertisingandpromotion	30,862	43,092
	$ 1,226,424	$ 1,403,033

The decrease in office expenses of $176,609 for the three months ended December 31, 2019 compared to 2018 was largely the result of lower salaries and wages resulting from a retiring bonus for the Company president in 2018, partially offset by an increase in staff recruitment fees in Q4 2019 compared to 2018.

Depreciation and amortization

Depreciation and amortization for the three months ended December 31, 2019 was $188,073 compared to $172,569 for the same period of 2018.

Other Income and expenses

Other income and expenses for Q4 2019 were largely consistent with Q4 2018.

Net loss

The Company had net income for the quarter ended December 31, 2019 of $11,770 compared to a net loss of $173,277 for the quarter ended December 31, 2019, an increase of $185,047. The increase in net income (loss) was mainly the result of lower selling, general and administrative expenses, as described above.

PROPOSED TRANSACTIONS

None

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 4

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2019 and 2018, the Company had cash of $932,058 and $803,459, respectively.

Operating activities

The Company had net cash flows from operating activities of $821,256 during the year ended December 31, 2019, compared to $889,950 during the year ended December 31, 2018.

Investing activities

The Company had net cash flows used in investing activities related to the purchase of property and equipment of $39,202 during the year ended December 31, 2019, compared to $238,653 during the year ended December 31, 2018.

Financing activities

During the year ended December 31, 2019, the Company’s primary financing activities were $152,389 repayment of loans to related parties (2018 - $238,811) and lease payments of $500,220 (2018 - $454,025).

OFF-BALANCE SHEET ARRANGEMENTS

None

RELATED PARTY TRANSACTIONS

a) Key management compensation for the years ended December 31, 2019 and 2018 were as follows:

		For the Years Ended	For the Years Ended
	December	31, 2019	December 31, 2018
Salary	$	400,000	$ 400,000
Short-term benefits	$	55,000	$ 55,000

b) As at December 31, 2019 the Company owed $422,208 (2018 - $574,597; 2017 - $813,408) to certain related parties of the Company. The amounts are unsecured and non-interest bearing. The parties have waived, in writing, their right to demand repayment of these amounts during the next fiscal year.
c) During the year ended December 31, 2019 the Company made payments of $962,562 (2018 - $874,398) to a company controlled by a director. The payments include lease payments for rent of an office space, storage, parking and other related fees. The office leases have an average term of 6.5 years.
d) During the year ended December 31, 2019, the Company paid consulting fees of $60,000 (2018 - $51,720) to a company controlled by a director.

CRITICAL ACCOUNTING ESTIMATES

Valuation of deferred tax assets

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 5

future taxable profits during the period in which those temporary losses and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment.

Determination of useful life

CHANGES IN ACCOUNTING POLICIES, INCLUDING INITIAL ADOPTION

These consolidated financial statements represent the first annual financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). IFRS 1 First-time adoption of International Financial Reporting Standards (“IFRS 1”) has therefore been applied in preparing these consolidated financial statements.

These consolidated financial statements have been prepared in accordance with the accounting policies presented below and are based on the IFRS and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued and effective as of December 31, 2019. The policies set out below were consistently applied to all the periods presented unless otherwise noted.

The Company's consolidated financial statements were previously prepared in accordance with Accounting Standards for Private Enterprises (“ASPE), which differs in some areas from IFRS. In preparing these consolidated financial statements, management has amended certain accounting methods previously applied in the ASPE consolidated financial statements to comply with IFRS. The comparative figures as at and for the year ended December 31, 2018 were restated to reflect these amendments. Reconciliations and descriptions of the effect of the transition from ASPE to IFRS are provided in Note 18 of the Company’s audited annual consolidated financial statements.

Certain new and revised accounting standards and IFRIC interpretations have been issued and the Company’s assessment of the impact of these new standards and interpretations is set out below:

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial assets and liabilities are classified as follows:

	December 31, 2019	December 31, 2018	December 31, 2017
Financial assets:
*Fair value through profit and loss*
Cash	$ 932,058	$ 803,459	$ 846,498
Receivables	252,975	308,894	168,238
Investments	63,209	46,516	50,964
Financial liabilities:
*Financial liabilities at amortized cost*
Accounts payable	$ 74,132	$ 42,009	$ 88,692
Due to relatedparties	422,208	574,597	813,408

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 6

The fair values of the Company’s financial instruments approximate their carrying amounts due to the short-term nature of these instruments.

IFRS 13 Fair Value Measurement establishes a fair value hierarchy that reflects the significance of inputs used in measuring fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following is an analysis of the contractual maturities of the Company’s financial liabilities as at December 31, 2019:

	Within 12 months	After 12 months
Accounts payable and accrued liabilities	493,914	-
Lease liabilities	669,920	1,163,133
Preferred share liability	4,256,473	-
Due to related parties	422,208	-
Total	5,842,515	1,163,133

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

Credit risk

The Company has a significant number of customers which minimizes concentration of credit risk. Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. In order to reduce its credit risk, the Company deals only with financially sound counterparties and, accordingly, does not anticipate loss for non-performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The Company’s cash is also exposed to credit risk. Cash is held with a major financial institution. Consequently, the risk is low.

Interest rate risk

Currency risk

Liquidity risk

CONTINGENCIES

None

OUTSTANDING SHARE DATA

As at February 26, 2021, the Company had 100 common shares outstanding.

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 7

FORWARD-LOOKING STATEMENTS

Gateway Property Management Corp. December 31, 2019 Annual MD&A Page 8

APPENDIX H CERTIFICATE OF CHERRY STREET CAPITAL INC.

The foregoing constitutes full, true, and plain disclosure of all material facts relating to the securities of Cherry Street Capital Inc. (“ Cherry Street ”) assuming completion of the Transaction.

DATED March 12, 2021

“ Rudy Cheddie ” “ Robert Faissal ” _______ ______ Rudy Cheddie Robert Faissal Director and Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF CHERRY STREET CAPITAL INC.

“ Josh Arbuckle ” “ Joseph del Moral ” _____ _____ Josh Arbuckle Joseph del Moral Director Director

APPENDIX I CERTIFICATE OF TRIBE PROPERTY TECHNOLOGIES INC.

The foregoing document as it relates to Tribe Property Technologies Inc. (“ Tribe ”) constitutes full, true, and plain disclosure of all material facts relating to the securities of Tribe.

DATED March 12, 2021

“ Joseph Nakhla ” “ Jim Defer ” _______ ______ Joseph Nakhla Jim Defer Director and Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF TRIBE PROPERTY TECHNOLOGIES INC.

“ Raymond Choy ” “ Talal Yassin ” _______ ______ Raymond Choy Talal Yassin Director Director

APPENDIX J

ACKNOWLEDGEMENT – PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement/information circular that are analogous to Items 4.2, 11, 12.1, 15, 17.3, 18, 22, 23, 25, 30.3, 31, 32, 33, 34, 35, 36, 37, 40, and 41 of Form 3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to TSXV Form 3B2; and
(b) the collection, use, and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

ON BEHALF OF CHERRY STREET CAPITAL INC.

“ Rudy Cheddie ”

Rudy Cheddie Director and Chief Executive Officer

AI assistant

Tribe Property Technologies — M&A Activity 2021

47530_rns_2021-03-12_9ce19755-c5cd-4944-8d74-9487aa7b7b42.pdf

CHERRY STREET CAPITAL INC.

FILING STATEMENT

QUALIFYING TRANSACTION BY CHERRY STREET CAPITAL INC.

AMALGAMATION OF CHERRY STREET CAPITAL INC., 1283534 B.C. LTD. AND TRIBE PROPERTY TECHNOLOGIES INC.

TABLE OF CONTENTS

FORWARD-LOOKING INFORMATION

GLOSSARY OF TERMS

“DMCL”

“Escrow Release Conditions”

“Transaction”

“Transfer”

SUMMARY OF FILING STATEMENT

THE COMPANIES

PROPOSED DIRECTORS AND OFFICERS OF THE RESULTING ISSUER

SUBSCRIPTION RECEIPT FINANCINGS

Brokered Offering

Non-Brokered Offering

AMALGAMATION AGREEMENT

INTERESTS OF INSIDERS AND PROMOTERS

ARM’S LENGTH PARTY TRANSACTION

SHAREHOLDER APPROVAL

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Pro Forma Consolidated Statement of Financial Position

Pro Forma Consolidated Statement of Loss and Comprehensive Loss

MARKET FOR SECURITIES AND MARKET PRICE

SPONSOR AND AGENT RELATIONSHIP

CONFLICTS OF INTEREST

INTEREST OF EXPERTS AND OTHERS

RISK FACTORS

CONDITIONAL APPROVAL OF THE TSXV

RISK FACTORS

RISK FACTORS RELATED TO THE TRANSACTION

COVID-19

Failure to obtain or satisfy all regulatory requirements necessary for Closing

Following Closing, the Resulting Issuer may issue additional equity securities

GENERAL RISKS

Limited operating history

Acquisition growth strategy

Uncertainty of additional funding

Indebtedness

Competitive conditions

Reliance upon management and certain key personnel

Software product defects

Third party software

Risks related to the property management services industry

Risks related to intellectual property protection

Conflicts of interest

Permits and licences

Industry regulatory risks

Political regulatory risks

Volatility of share price

Share liquidity

Dividends

Litigation

Holding corporation

Internal controls over financial reporting and disclosure controls and procedures

Joint venture agreements

Insurance risks

Information systems and cybersecurity risks

Environmental risks and hazards

Foreign exchange rate fluctuations

Anti-corruption and bribery laws

Substantial capital requirements

PART I – INFORMATION CONCERNING CHERRY STREET

CORPORATE STRUCTURE

NAME AND INCORPORATION

GENERAL DEVELOPMENT OF THE BUSINESS

HISTORY OF THE ISSUER

AMALGAMATION AGREEMENT

SUBSCRIPTION RECEIPT FINANCINGS

Brokered Offering

Non-Brokered Offering

SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS

Selected Financial Information

Management’s Discussion and Analysis

DESCRIPTION OF THE SECURITIES

Tribe Property Technologies M&A Activity 2021