Volta Metals Ltd. — Audit Report / Information 2022

Apr 29, 2022

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Consolidated Financial Statements December 31, 2021 and 2020

Independent Auditor's Report	2 - 5
Financial Statements
Consolidated Statements of Financial
Position	6
Consolidated Statements of
Comprehensive Income (Loss)	7
Consolidated Statements of Changes in
Equity	8
Consolidated Statements of Cash Flows	9
Notes to Consolidated Financial Statements	10 - 34

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Independent Auditor's Report

To the Shareholders of Cashbox Ventures Ltd.

Raymond Chabot Grant Thornton LLP Suite 2000 National Bank Tower 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8

T 514-878-2691

Opinion

We have audited the consolidated financial statements of Cashbox Ventures Ltd. (formerly Wikileaf Technologies Inc.) (hereafter "the Company"), which comprise the consolidated statements of financial position as at December 31, 2021 and 2020, and the consolidated statements of comprehensive income (loss), the consolidated statements of changes in equity and the consolidated statements of cash flows for the years then ended, and notes to consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

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 consolidated 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 consolidated 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 2 to the consolidated financial statements, which indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

rcgt.com

Member of Grant Thornton International Ltd

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Information other than the consolidated financial statements and the auditor's report thereon

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis (MD&A).

Our opinion on the consolidated 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 consolidated 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 consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the MD&A 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 in this auditor's report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

In preparing the consolidated 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 consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.

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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 consolidated 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

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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 Mario Venditti.

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Montréal April 27, 2022

1 CPA auditor, CA public accountancy permit no. A121855

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Consolidated Statements of Financial Position

December 31, 2021 and 2020

(In Canadian dollars)

ASSETS Current Cash Accounts receivable Prepaid expenses Long-term Investment a in publicly listed company (Note 6) Equipment (Note 7) LIABILITIES Current Trade and other payables (Note 8) Current tax liabilities Note payable to related party (Note 11.4) EQUITY Share capital (Note 9) Contributed surplus Accumulated other comprehensive income Deficit Going concern (Note 2)	2021 $ 156,315 38,490 333,229 528,034 4,000,535 1,341 4,529,910 224,575 76,898 690,062 991,535 16,330,247 4,839,627 53,626 (17,685,125) 3,538,375 4,529,910	2020
		$ 286,248 17,888 23,337
		327,473 – 5,966
		333,439
		224,888 – –
		224,888 14,982,206 4,893,306 58,437 (19,825,398)
		108,551
		333,439

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board,

/s/ Connor Cruise /s/ Murray Hinz Director Director

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Consolidated Statements of Comprehensive Income (Loss)

Years ended December 31, 2021 and 2020

(In Canadian dollars)

Revenue Expenses Salaries and benefits Professional fees Insurance Marketing and entertainment Office supplies Dues and subscriptions Share-based compensation (Note 10) Listing fee Interest on notes payable to related parties (Note 11.3 and 11.4) Accretion on note payable to related party (Note 11.4) Bank charges Management fees with the parent company (Note 11.2) Interest on convertible debentures (Note 9) Depreciation of equipment (Note 7) Termination fee Rental expense Licensing fees Loss (gain) on disposition of equipment Loss before gain on disposition of assets and change in fair value of investment in publicly listed company Gain on disposition of assets (Note 6) Change in fair value of investment in a publicly listed company Earnings (loss) before income taxes Current income taxes (Note 12) Net earnings (loss) Item that will be reclassified subsequently to profit or loss Change in cumulative translation adjustments Net comprehensive income (loss) Net earnings (loss) per share (Note 13) Basic Diluted	2021 $ 69,400 808,375 653,475 113,489 100,693 54,571 41,881 39,583 10,170 8,592 5,822 5,021 5,000 4,734 4,625 – – – (2,400) (1,784,231) 7,295,564 (3,295,029) 4,000,535 2,216,304 76,031 2,140,273 (4,811) 2,135,462 0.02 0.02	2020
		$ 99,031 1,753,697 1,055,757 146,197 147,495 48,819 70,363 158,534 16,449 17,178 – 5,362 94,934 – 25,631 87,846 48,910 2,968 2,456
		(3,583,565) – –
		–
		(3,583,565) –
		(3,583,565) 28,329
		(3,555,236)
		(0.03) (0.03)

The accompanying notes are an integral part of the consolidated financial statements.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Consolidated Statements of Changes in Equity

Years ended December 31, 2021 and 2020

(In Canadian dollars, except for share capital amounts)

Balance as at December 31, 2020 Costs of issuance of private placement units (Note 9) Issuance of private placement units (Note 9) Conversion of convertible notes (Note 9) Issuance of shares (Note 9) Exercise of restricted stock units (Note 10) Exercise of stock options (Note 10) Share-based compensation credited to share capital on options exercised Equity portion of note payable to a related party (Note 11.4) Transactions with shareholders Share-based compensation (Note 10) Net earnings Exchange differences on translating foreign operations Balance as at December 31, 2021 Balance as at December 31, 2019 Debt settlement with the parent company (Note 11.1) Exercise of restricted stock units Transactions with shareholders Share-based compensation (Note 10) Net loss Exchange differences on translating foreign operations Balance as at December 31, 2020	Share capital amount Number Amount $ 119,765,484 14,982,206 19,000,000 950,000 – (20,000) 6,094,681 304,734 1,750,000 11,435 1,750,000 94,600 392,312 4,285 – 2,987 – – 28,986,993 1,348,041 – – – – 148,752,477 16,330,247 113,715,484 14,770,456 5,800,000 203,000 250,000 8,750 6,050,000 211,750 – – – – – – 119,765,484 14,982,206	Contributed surplus $ 4,893,306 – – – – (94,600) (2,987) 15,760 (81,827) 28,148 – – 4,839,627 1,947,920 2,795,602 (8,750) 2,786,852 158,534 – – 4,893,306	Accumulated other comprehensive income $ 58,437 – – – – – – – – – – (4,811) 53,626 30,108 – – – – – 28,329 58,437	Deficit $ (19,825,398) – – – – – – – – – 2,140,273 – (17,685,125) (16,241,833) – – – – (3,583,565) – (19,825,398)	Total equity
	Number 119,765,484 19,000,000 – 6,094,681 1,750,000 1,750,000 392,312 – – 28,986,993 – – 148,752,477 113,715,484 5,800,000 250,000 6,050,000 – – – 119,765,484
					$ 108,551 950,000 (20,000) 304,734 11,435 – 4,285 – 15,760
					1,266,214 28,148 2,140,273 (4,811)
					3,538,375
					506,651 2,998,602 –
					2,998,602 158,534 (3,583,565) 28,329
					108,551

The accompanying notes are an integral part of the consolidated financial statements.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Consolidated Statements of Cash Flows

Years ended December 31, 2021 and 2020

(In Canadian dollars)

OPERATING ACTIVITIES Net earnings (loss) Non-cash items Share-based compensation Accretion on note payable to related party Depreciation of equipment Interest on convertible notes Loss (gain) on disposition of equipment Gain on disposition of assets Change in fair value of investment in publicly listed company Net change in working capital items (Note 14) Net cash used in operating activities INVESTING ACTIVITIES Proceeds from disposal of equipment and net cash from investing activities FINANCING ACTIVITIES Issuance of private placement units Issuance of convertible notes Costs of issuance of private placement units Issuance of note to related party Exercise of stock options Net cash from financing activities Net decrease in cash Cash, beginning of year Exchange difference on cash Cash, end of year	2021 $ 2,140,273 39,583 5,822 4,625 4,734 (2,400) (7,295,564) 3,295,029 (1,807,898) (255,084) (2,062,982) 2,400 950,000 300,000 (20,000) 700,000 4,285 1,934,285 (126,297) 286,248 (3,636) 156,315	2020
		$ (3,583,565) 158,534 – 25,631 – 2,456 – –
		(3,396,944) 87,603
		(3,309,341)
		4,579
		– – – – –
		–
		(3,304,762) 3,562,858 28,152
		286,248

The accompanying notes are an integral part of the consolidated financial statements.

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Cashbox Ventures Ltd. (Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

1. GOVERNING STATUTES, NATURE OF OPERATIONS AND CHANGE OF CORPORATE NAME

Cashbox Ventures Ltd. (hereafter "the Company") was incorporated under the British Columbia Business Corporations Act on April 3, 2018. The Company's head office is in Federal Way, Washington.

The Company owns 100% of the issued and outstanding shares of One Web Services, Inc. (hereafter "One Web") and OWS Canada, Inc.

The Company together with One Web (together referred to as "the Group") operated wikileaf.com, an online price comparison website, to help consumers find location-based pricing information about individual cannabis strains and products, which was the Group's only operating segment, until the assets were sold on September 15, 2021.

On March 31, 2021, the parent company of the Group, Feather Company Ltd. (formerly Nesta Holdings Co. Ltd.), sold a portion of the common shares of the Company to a third party and, as a result, it no longer had control over the Company; however, it exercised significant influence. During the year ended December 31, 2021, Feather Company Ltd. sold the remainder of the common shares it held in the Company to various third parties and, as a result, no longer has significant influence on the Group.

On November 3, 2021, the Company changed its name from Wikileaf Technologies Inc. to Cashbox Ventures Ltd.

The Company is listed on the Canadian Securities Exchange (CSE) under the ticker "CBOX" (formerly "WIKI").

2. GOING CONCERN ASSUMPTION

The accompanying consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), in particular on the assumption that the Group will continue as a going concern, meaning it will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations.

Since its inception, the Group has incurred operating losses. As at December 31, 2021, the Group has an accumulated deficit of $17,685,125 ($19,825,398 as at December 31, 2020). The Group has not yet completed its efforts to establish a stabilized source of revenue sufficient to cover operating expenses and relies on support from its shareholders or external financing to cover such expenses.

On September 15, 2021, the Group sold all of its digital and intangible assets (hereafter the "Assets") for a share consideration valued at $7,500,000 of the publicly listed company Fire & Flower Holdings Corp., based on the ten trading day volume weighted average price of the shares as of the date of the agreement. However, the sale of the shares are restricted with a four-month holding period.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

2. GOING CONCERN ASSUMPTION (Continued)

On October 28, 2021, the Group signed a secured promissory note, for an amount of $700,000, with MMCAP International Inc. SPC (MMCAP), a shareholder who exercises significant influence over the Group. The note is repayable within six months of the issuance date and is subject to an interest rate of 7% per annum. In exchange, the Group issued to MMCAP 1,500,000 warrants to purchase common shares of the Company. Each warrant will be exercisable for one common share at an exercise price of $0.06 for a period of three years from the date of the grant.

The Group's management believes that the promissory note will provide sufficient funding to support the Group's current operations until the four-month holding period on the public shares has elapsed. Then, the shares could be liquidated to provide an additional source of funding for the Group.

Although the Group was successful in obtaining the promissory note and is able to liquidate its investment in the publicly listed shares as a source of funding, there is no assurance that the Group will be successful in its future endeavours or become viable and continue as a going concern. Consequently, these material uncertainties raise significant doubt regarding the Group's ability to continue as a going concern.

The carrying amounts of assets, liabilities, revenues and expenses presented in the consolidated financial statements and the consolidated statements of financial position classification have not been adjusted as would be required if the going concern assumption were not appropriate.

3. GENERAL INFORMATION AND STATEMENT OF COMPLIANCE WITH IFRS

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS).

These consolidated financial statements were approved and authorized for issue by the Board of Directors on April 27, 2022.

4. NEW OR REVISED ACCOUNTING STANDARDS

4.1 New standard adopted as at January 1, 2021

Some accounting pronouncements, which have become effective from January 1, 2021, were adopted but do not have a significant impact on the Group’s financial results or position.

4.2 Standards, amendments to existing standards and interpretations that are not yet effective and have not been adopted early by the Group

At the date of authorization of these consolidated financial statements, several new, but not yet effective, standards, amendments to existing standards and interpretations have been published by the International Accounting Standards Board (IASB). None of these new standards, amendments to existing standards or interpretations have been early adopted by the Group.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

4. NEW OR REVISED ACCOUNTING STANDARDS (Continued)

4.2 Standards, amendments to existing standards and interpretations that are not yet effective and have not been adopted early by the Group (Continued)

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments to existing standards and interpretations have not been disclosed as they are not expected to have a material impact on the Group’s consolidated financial statements.

5. SIGNIFICANT ACCOUNTING POLICIES

5.1 Overall considerations

The consolidated financial statements have been prepared on an accrual basis and under the historical cost convention, using the significant accounting policies and measurement bases that are in effect as at December 31, 2021, as summarized below.

5.2 Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, One Web and OWS Canada, Inc., which all have a reporting date of December 31. The Company controls its subsidiaries if it is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries. All intercompany transactions and balances are eliminated on consolidation.

5.3 Equipment

Equipment is accounted for at acquisition cost less accumulated depreciation. Depreciation is based on estimated useful life using the straight-line method over a period of one year to three years.

Useful life of depreciable equipment

Management reviews its estimate of the useful life of depreciable equipment at each reporting date, based on the expected utility of the equipment. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain computer equipment.

Impairment

Equipment is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

5.4 Leased assets

The Group has elected to account for its short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these assets and liabilities are recognized as an expense in profit or loss on a straight-line basis over the lease term. The Group does not have any long-term leases.

5.5 Revenue

Revenue arises primarily from advertising agreements.

To determine whether to recognize revenue, the Group follows a five-step process:

• (i) Identifying the contract with a customer;

• (ii) Identifying the performance obligations;

• (iii) Determining the transaction price;

• (iv) Allocating the transaction price to the performance obligations;

• (v) Recognizing revenue when performance obligations are satisfied.

The vast majority of the Company's customer agreements contain a single performance obligation to provide advertising services on the Group's website over a specific period of time or based upon website traffic.

Revenue is recognized either at a point in time or over time when (or as) the Group satisfies the performance obligation by transferring the promised service to the customer.

5.6 Foreign currency translation

The consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Company.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the Company using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

5.6 Foreign currency translation (Continued)

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rate at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rate at the date when fair value was determined.

Foreign operations

The assets and liabilities of the Company's foreign subsidiary, One Web, whose functional currency is the U.S. dollar, are translated at the exchange rate in effect at the date of the consolidated statements of financial position. Revenue and expenses are translated at monthly average exchange rates over the reporting period. Exchange gains or losses arising from the translation of One Web's financial statements are recognized as accumulated foreign currency translation in the consolidated statements of changes in equity.

5.7 Financial instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument and are initially measured at fair value adjusted for transaction costs. Subsequent measurement of financial assets and financial liabilities are described below.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.

Classification and subsequent measurement of financial assets

The Group's financial assets consist of cash, accounts receivables and investment in a publicly listed company. Cash and accounts receivable are classified at amortized cost since they are held within a business model whose objective is to "hold and collect" and the contractual terms give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, they are measured at amortized cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect is immaterial. The investment in publicly listed company is measured at fair value.

Changes in the fair value of investment in publicly listed company is immediately recognized in consolidated earnings. The investment in publicly listed company is categorized as a Level 1 fair value measurement based upon quoted prices in active markets for identical assets.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

5.7 Financial instruments (Continued)

Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses arising from financial assets measured at amortized cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The Group assesses impairment of accounts receivable on a collective basis as they possess shared credit risk characteristics and have been grouped based on the days past due.

Classification and subsequent measurement of financial liabilities

The Group's financial liabilities include trade and other payables (except salary payable, vacation accrual and government remittance) and the note payable to related party and are initially classified at amortized cost. Financial liabilities are measured subsequently at amortized cost using the effective interest method.

5.8 Income taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the consolidated financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income, based on the Group's forecast of future operating results which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.

Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same taxation authority.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

5.8 Income taxes (Continued)

Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized directly in equity, in which case the related deferred tax is also recognized in equity.

5.9 Equity

Share capital represents the amount received on the issuance of shares less issuance costs, net of any underlying income tax benefit from the issuance costs.

Accumulated other comprehensive income includes amounts related to cumulative translation adjustments.

Contributed surplus capital includes amounts related to equity-settled share-based compensation until such equity instruments are exercised or settled, in which case the amounts are transferred to share capital or reversed upon forfeiture if not vested. Contributed surplus also includes the value of the warrants issued in connection with the entering into a promissory note with a related party.

Deficit includes all current and prior period losses.

5.10 Compound financial instruments

The component parts of compound financial instruments (convertible notes and notes to related party issued by the Group) are classified separately as financial liabilities and equity component in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issuance, the liability component is recognized at fair value, which is estimated using the borrowing rate available for similar non-convertible instruments.

Subsequently, the liability component is measured at amortized cost using the effective interest method until extinguished upon conversion or at maturity. The value of the conversion option classified as equity component is determined at the date of issuance by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This amount is recognized in equity in contributed surplus, net of income tax effects, and is not subsequently remeasured. When and if the conversion option is exercised, the equity component of convertible debt instruments will be transferred to share capital. No gain or loss is recognized upon conversion or expiration of the conversion option.

Transaction costs related to the issuance of convertible debt instruments are allocated to the liability and equity component in proportion to the initial carrying amounts. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the term of the convertible debt instruments using the effective interest method.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

5.11 Units

The proceeds from the issuance of units are allocated between the shares and warrants issued using the residual method. Proceeds are first applied to shares according to the quoted price at the time of issuance and any residual proceeds are allocated to the warrants.

5.12 Warrants

Warrants are classified as equity when they are derivatives over the Group's own equity that will be settled only by the Group exchanging a fixed amount of cash for a fixed number of the Group's own equity instruments.

5.13 Basic and diluted net loss per share

The Group presents basic and diluted loss per share data for its common shares calculated by dividing the loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is determined by adjusting the loss and the weighted average number of common shares outstanding for the effects of all stock options and warrants that may add to the total number of common shares in the case where they would not have an anti-dilutive impact.

5.14 Share-based compensation

The Group uses equity-settled and cash-settled share-based compensation plans for its employees.

Stock options

Stock options are equity-settled share-based compensation, which are measured at the fair value of the services received at the grant date, indirectly by reference to the fair value of the equity instruments granted, estimated using the Black-Scholes option pricing model.

The fair value determined at the grant date of the equity-settled share-based compensation is expensed over the vesting period with a corresponding increase in contributed surplus.

Restricted stock units

The restricted stock units (RSUs) are equity or cash-settled share-based compensation, the ultimate basis of settlement being at the discretion of the Company. RSUs are accounted for as equity-settled share-based compensation due to the stated intent of management and past practices. RSUs are measured at the fair value of the services received at the grant date, indirectly by reference to the fair value of the equity instruments granted, based upon the fair value of the share price as at the date of the grant.

The fair value determined at the grant date of the equity-settled share-based compensation is expensed over the vesting period with a corresponding increase in contributed surplus.

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Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

5.15 Significant management judgment in applying accounting policies and estimation uncertainty

When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about the recognition and measurement of assets, liabilities, revenues and expenses.

Significant management judgment

The following are the significant management judgments in applying the accounting policies of the Group that have the most significant effects on the consolidated financial statements.

• (i) Recognition of deferred tax assets:

The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Group's future taxable income against which the deferred tax assets can be utilized;

• (ii) Going concern:

The assessment of the Group's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenses and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. See Note 2 for more information.

Estimation uncertainty

Information about estimates and assumptions that may have the most significant effect on recognition and measurement of assets, liabilities, revenues and expenses is provided below. Actual results may be substantially different.

• (i) Share-based compensation:

The estimation of share-based compensation's fair value and expense requires the selection of an appropriate pricing model.

The model used by the Group for stock options is the Black-Scholes pricing model. The Black-Scholes model requires the Group to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Group's own common shares, the probable life of options granted, the time of exercise, the risk-free interest rate commensurate with the term of the options, and the expected dividend yield.

19

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

6. SALE OF ASSETS

On September 15, 2021, the Group sold all of its digital and intangible assets (heareafter the "Assets") for a share consideration valued at $7,500,000 of the publicly listed company Fire & Flower Holdings Corp., based on the ten trading day volume weighted average price of the shares as of the date of the agreement, which resulted in the Group receiving 8,017,103 shares of Fire & Flower Holdings Corp.

Following a consolidation of Fire & Flower Holdings Corp.'s shares on a basis of 10 for 1, the Group now owns 801,710 of such shares.

The sale of the shares are restricted with a four-month holding period.

The fair value of the shares received on the date of the sale was $7,295,564, which was also the gain on the sale of the assets.

As at December 31, 2021, the fair value of the shares is $4,000,535, based upon the quoted price of the public shares as at that date.

7. EQUIPMENT

7. EQUIPMENT
Gross carrying amount Balance as at December 31, 2020 Dispositions Balance as at December 31, 2021 Accumulated depreciation Balance as at December 31, 2020 Depreciation Dispositions Balance as at December 31, 2021 Carrying amount, end of year	Computer equipment $ 54,116 (43,461) 10,655 (54,116) – 43,461 (10,655) –	Other equipment $ 13,876 – 13,876 (7,910) (4,625) – (12,535) 1,341	Total
			$ 67,992 (43,461)
			24,531 (62,026) (4,625) 43,461
			(23,190)
			1,341

20

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.) Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

7. EQUIPMENT (Continued) Gross carrying amount Balance as at December 31, 2019 Dispositions Foreign exchange Balance as at December 31, 2020 Accumulated depreciation Balance as at December 31, 2019 Depreciation Dispositions Foreign exchange Balance as at December 31, 2020 Carrying amount, end of year 8. TRADE AND OTHER PAYABLES Trade accounts payable Salary payable Government remittance Interest payable (Note 11.4) Termination benefits payable Vacation accrual	Computer equipment $ 64,513 (10,755) 358 54,116 (41,948) (20,993) 9,114 (289) (54,116) –	Other equipment $ 19,470 (5,778) 184 13,876 (3,644) (4,638) 384 (12) (7,910) 5,966 2021 $ 117,449 54,786 43,748 8,592 – – 224,575	Total
			$ 83,983 (16,533) 542
			67,992 (45,592) (25,631) 9,498 (301)
			(62,026)
			5,966
			2020
			$ 87,140 – 43,748 – 87,846 6,154
			224,888

9. SHARE CAPITAL

The Company's authorized share capital consists of an unlimited number of common shares, voting, participating and without par value.

Issued and fully paid 148,752,477 common shares (119,765,484 as at December 31, 2020)	2021 $ 16,330,247	2020
		$ 14,982,206

On March 4, 2021, the Company announced a private placement whereby it issued a total of 19,000,000 units at a price of $0.05 per unit for gross proceeds of $950,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.075 for a period of two years from the date of closing. Upon closing, the Group paid $20,000 as finder fees.

21

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

9. SHARE CAPITAL (Continued)

On January 15, 2021, the Company issued convertible notes in the amount of $300,000, bearing interest at an annual rate of 12%. The convertible notes mature after one year and are convertible into common shares or, in the event the Group completes an equity financing prior to April 15, 2021, the holder of the notes is obligated to convert their notes and accrued interest thereon into equity instruments on the same terms of the equity financing. In the event the holder of the notes does not exercise their conversion rights, the Group shall repay the notes with interest on the maturity date. On March 4, 2021, the convertible notes and their accrued interest of $4,734 were converted into units at the same terms as the March 4, 2021 private placement described above, resulting in the issuance of 6,094,681 units. The fair value of the Company's share price at the date of issuance of the units was $0.055, which is higher than the unit price, and, as a result, the entire amount of proceeds was allocated to the common shares issued. No amount was allocated to the warrants.

The fair value of the Company's share price at the date of issuance of the units was $0.055, which is higher than the unit price, and, as a result, the entire amount of proceeds was allocated to the common shares issued. No amount was allocated to the warrants.

As at December 31, 2021, all of the 25,094,681 warrants issued remain outstanding and expire on March 4, 2023.

On November 8, 2021, the Group entered into a consulting agreement whereby the consultant will provide services for one year. The Group issued 1,750,0000 common shares in exchange for the services and the cancellation of 500,000 options held (Note 10). The transaction value was estimated based on the fair value of the date of the agreement and was determined to be $78,750. Such amount will be recorded over the term of the agreement as share-based compensation. During the year ended December 31, 2021, $11,435 were recognized.

On December 10, 2021, 392,312 stock options were exercised at a price of US$0.0086 per option.

During the year ended December 31, 2021, the Company issued 1,750,000 common shares from the exercise of RSUs (Note 10).

During the year ended December 31, 2020, the Company issued 5,800,000 common shares in relation to the debt settlement with the parent company (Note 11.1) and 250,000 shares from the exercise of RSUs (Note 10).

The following table summarizes information related to warrants (see Note 11.4 for 1,500,000 warrants):

Number of warrants Price ($) Maturity date	2021
	1,500,000 25,094,681 0.06 0.075 2024-10-28 2023-03-04

22

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

9. SHARE CAPITAL (Continued)

As at December 31, 2021, there are 26,594,681 warrants outstanding, which have a weighted average price of $0.074 (nil as at December 31, 2020). No warrants were exercised or forfeited during the year.

Common shares and options held in escrow

As part of the Company becoming a reporting issuer, the Company entered into an escrow agreement whereby 88,065,325 common shares and 10,933,915 stock options were put in escrow. Under the escrow agreement, 10% of the escrowed shares and options were released with the Company becoming a reporting issuer (hereafter "the listing date") with the remaining shares and options being released 15% every six months thereafter.

In addition, 2,987,742 additional common shares were also put in escrow as voluntarily restricted shares with 25% being released on the listing date and the remaining shares being released 25% every three months thereafter.

As at December 31, 2021, there were 26,419,515 common shares and 859,622 options remaining in escrow (52,839,192 and 4,127,072 as at December 31, 2020 respectively).

10. SHARE-BASED COMPENSATION

10.1 Stock options

On February 19, 2021, the Company granted 700,000 stock options to employees and consultants, at an exercise price of $0.07 per share and maturing in 10 years from the date of issuance. 220,000 of the stock options vest one-tenth on the grant date and the remaining on a monthly basis for the twelve months thereafter. 280,000 of the stock options vest one-third at the one-year anniversary date of the grant and the remaining over the 36 months thereafter. 200,000 of the stock options vest one-half at the date of the grant and the remaining on a monthly basis for the twelve months thereafter. The fair value of options granted has been estimated at $32,488 using the Black-Scholes option pricing model with the assumptions in the table below.

On March 15, 2021, the Company granted 300,000 stock options to a consultant at an exercise price of $0.06 per share and maturing in 10 years from the date of issuance. 30,000 of the stock options vest immediately and the remaining over the nine months thereafter. The fair value of the options has been estimated at $11,490 using the Black-Scholes option pricing model with the assumptions in the table below. These options were cancelled following the consultant agreement in Note 10, along with 200,000 options granted on February 19, 2021. The value of the issued shares was higher than the remaining fair value of the unvested stock options. As a result, the shares were recorded at their full fair value and the unvested portion of the stock options was reversed.

23

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements December 31, 2021 and 2020

Cashbox Ventures Ltd.

(In Canadian dollars)

10. SHARE-BASED COMPENSATION (Continued)

10.1 Stock options (Continued)

On January 13, 2020, the Company granted to its CEO 1,000,000 stock options, at an exercise price of $0.12 per share and maturing in 10 years from the date of issuance. The stock options vest 25% at their one-year anniversary date and the remaining 75% on December 31, 2021 based upon financial measures of the Company. The fair value of options granted has been estimated at $74,951 using the Black-Scholes option pricing model with the assumptions in the table below. On June 12, 2020, the CEO departed from the Company and, as a result, the options were forfeited.

On January 16, 2020, the Company granted 1,500,000 stock options to an employee, at an exercise price of $0.25 per share and maturing in 10 years from the date of issuance. The stock options vest one-third at the date of the grant, one-third at the one-year anniversary date of the grant and the remaining one-third over the 24 months thereafter. These options were granted in replacement of the 2,943,755 stock options cancelled in 2019. The fair value of the newly granted stock options has been estimated at $83,233 and is lower than the incremental fair value of the unvested stock options which were cancelled in 2019. As a result, no additional expense will be accounted for.

On May 11, 2020, the Company granted 710,000 stock options to its employees, at an exercise price of $0.12 per share and maturing in 10 years from the date of issuance. 125,000 of the stock options vest immediately. 210,000 of the stock options vest one-third on the first anniversary date and, then, in equal monthly tranches over the following three years. The remaining 375,000 stock options vest one-quarter on the one-year anniversary date and, then, in equal monthly tranches over the following four years. The fair value of options granted in the period has been estimated at $31,249 using the Black-Scholes option pricing model with the assumptions in the table below.

On July 20, 2020, the Company granted 425,000 stock options to its employees, at an exercise price of $0.10 per share and maturing in 10 years from the date of issuance. One-third of the stock options vest in one year from the grant date and the remaining vest over the 36 months thereafter. The fair value of options granted has been estimated at $19,561 using the Black-Scholes option pricing model with the assumptions in the table below.

On November 23, 2020, the Company granted 200,000 stock options to a consultant, at an exercise price of $0.05 per share and maturing in 10 years from the date of issuance. One-tenth of the stock options vest immediately and, then, an additional one-tenth for nine months starting January 1, 2021. The fair value of options granted has been estimated at $3,956 using the Black-Scholes option pricing model with the assumptions in the table below.

During the year ended December 31, 2021, 6,983,008 options were forfeited (5,447,456 for the year ended December 31, 2020).

24

(Formerly Wikileaf Technologies Inc.)

December 31, 2021 and 2020

Cashbox Ventures Ltd.

Notes to Consolidated Financial Statements

(In Canadian dollars)

10. SHARE-BASED COMPENSATION (Continued)

10.1 Stock options (Continued)

The total fair value of options granted in 2021 has been estimated at $43,978 ($212,950 in 2020) using the Black-Scholes option pricing model with the following assumptions:

Number of stock options granted Exercise price ($) Share price at grant date ($) Expected option life Expected volatility (a) Risk-free interest rate Expected dividend yield Fair value of stock options granted ($) Fair value of stock options granted per option ($) Number of stock options granted 200,000 425,000 710,000 Exercise price ($) 0.05 0.10 0.12 Share price at grant date ($) 0.04 0.08 0.08 Expected option life 5 years 5 years 5 years Expected volatility (a) 79.66% 77.55% 79.04% Risk-free interest rate 0.69% 0.51% 0.59% Expected dividend yield – – – Fair value of stock options granted ($) 3,956 19,561 31,249 Fair value of stock options granted per option ($) 0.02 0.05 0.04	Number of stock options granted Exercise price ($) Share price at grant date ($) Expected option life Expected volatility (a) Risk-free interest rate Expected dividend yield Fair value of stock options granted ($) Fair value of stock options granted per option ($) Number of stock options granted 200,000 425,000 710,000 Exercise price ($) 0.05 0.10 0.12 Share price at grant date ($) 0.04 0.08 0.08 Expected option life 5 years 5 years 5 years Expected volatility (a) 79.66% 77.55% 79.04% Risk-free interest rate 0.69% 0.51% 0.59% Expected dividend yield – – – Fair value of stock options granted ($) 3,956 19,561 31,249 Fair value of stock options granted per option ($) 0.02 0.05 0.04	2021
		300,000 700,000 0.06 0.07 0.06 0.07 5 years 5 years 80.00% 85.00% 1.02% 0.59% – – 11,490 32,488 0.04 0.05 2020
	200,000 425,000 710,000 0.05 0.10 0.12 0.04 0.08 0.08 5 years 5 years 5 years 79.66% 77.55% 79.04% 0.69% 0.51% 0.59% – – – 3,956 19,561 31,249 0.02 0.05 0.04	1,500,000 1,000,000 0.25 0.12 0.12 0.12 5 years 5 years 75.10% 76.70% 1.55% 1.61% – – 83,233 74,951 0.06 0.07

(a) The underlying volatility for the options was determined by reference to historical data of comparable entities.

25

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

10. SHARE-BASED COMPENSATION (Continued)

10.1 Stock options (Continued)

The following tables summarize information related to stock options:

Balance, beginning of year Issuance Exercised Forfeited Balance, end of year		2021 Number of options 12,347,900 1,000,000 (392,312) (6,983,008) 5,972,580		2020
	Weighted average exercise price $ 0.13 0.07 0.01 0.10 0.16		Weighted average exercise price $ 0.12 0.16 – 0.14 0.13	Number of options
				13,960,356 3,835,000 – (5,447,456)
				12,347,900

The fair value of the share price on the date which the 392,312 stock options were exercised was $0.035 per share.

Exerciseprices December 31, 2021 $0.01 $0.05 $0.07 $0.10 $0.15 $0.18 $0.25 $0.50	Options outstanding Weighted average contractual Number life(years) 784,624 5.89 626,028 6.13 480,000 9.14 70,370 8.55 500,000 6.78 1,831,558 6.81 1,500,000 8.04 180,000 7.39 5,972,580 7.15	Number of options exercisable
	Number 784,624 626,028 480,000 70,370 500,000 1,831,558 1,500,000 180,000 5,972,580
		784,624 543,734 306,600 24,630 500,000 1,213,363 1,500,000 140,400
		5,013,351

26

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

10. SHARE-BASED COMPENSATION (Continued)

10.1 Stock options (Continued)

Exerciseprices December 31, 2020 $0.01 $0.05 $0.10 $0.12 $0.15 $0.18 $0.25 $0.50	Options outstanding Weighted average contractual Number life(years) 1,569,242 6.89 4,416,473 7.13 300,000 9.55 175,000 9.36 500,000 7.78 3,502,198 7.81 1,500,000 9.04 384,987 8.39 12,347,900 7.68	Number of options exercisable
	Number 1,569,242 4,416,473 300,000 175,000 500,000 3,502,198 1,500,000 384,987 12,347,900
		1,367,339 2,791,562 – 125,000 500,000 2,123,211 500,000 199,834
		7,606,946

The weighted average exercise price of options exercisable is $0.16 ($0.11 as at December 31, 2020).

10.2 Restricted stock units

On June 30, 2020, the Board of Directors approved the addition of RSUs as an available equity-settled award type. The Company's RSU is a right to receive either a cash payment or a number of common shares, or a combination of both, equal to the trading price of the Company's common shares, on the Canadian Stock Exchange at the date of the grant, upon completion of time-based vesting conditions. The purpose of a RSU is to tie a portion of the value of the compensation of participants to the future value of the Company's common shares. Grants of RSUs to employees, directors and officers of the Company are made on a discretionary basis and subject to the Board of Directors' approval.

July 2020 grant details

On July 6, 2020, the Company granted 1,750,000 RSUs to its directors, expiring in 10 years from the date of issuance. The RSUs vest as follows:

• 1,170,000 RSUs vest in 260,000 RSU tranches on June 7 each year starting in 2021 or upon change of control of the Company (including the sale of all or substantially all of the assets);

• 130,000 RSUs vest upon a financing of $500,000 or more or upon a change of control of the Company;

27

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020 (In Canadian dollars)

10. SHARE-BASED COMPENSATION (Continued)

10.2 Restricted stock units (Continued)

• 450,000 RSUs vest one-third a year following the grant date and the remaining vest over 36 months thereafter or upon change of control of the Company (including the sale of all or substantially all of the assets).

The fair value of the Company's share price at the date of grant was $0.08.

Following the sale of the assets described in Note 6, all RSUs were vested and subsequently exercised. The exercised RSU value upon exercise was $94,600. During the year ended December 31, 2020, share-based compensation expense related to these RSUs amounted to $28,273.

November 2020 grant details

On November 23, 2020, the Company granted 250,000 RSUs to two of its directors, vesting immediately on the date of issuance. The fair value of the Company's share price at the date of grant was $0.035. The fair value of the RSUs granted has been estimated at $8,750. The RSUs were exercised immediately into the Company's common shares.

10.3 Summary of share-based compensation expense

The following table summarizes share-based compensation expense for the years ended December 31, 2021 and 2020:

December 31, 2021 and 2020:
Stock options RSUs Issuance of shares to a consultant	2021 $ (38,179) 66,327 11,435 39,583	2020
		$ 121,511 37,023 –
		158,534

11. RELATED PARTY TRANSACTIONS

11.1 Debt settlement with the parent company

On December 10, 2020, the Group came to an agreement with the parent company whereby the Group issued 5,800,000 common shares at $0.05 per share in exchange for the settlement of $290,000 of debt owed to the parent company. The remaining debt owed to the parent company consisted of advances, management fees, notes and interest payable on the notes, all of which were settled by the parent company.

28

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

11. RELATED PARTY TRANSACTIONS (Continued)

11.1 Debt settlement with the parent company (Continued)

The issuance of common shares was done above fair value which was $0.035 as at December 10, 2020. As a result, common shares were issued for $203,000 and the difference of $87,000 was accounted for in contributed surplus.

The settlement of debt owed to the parent company resulted in an increase to contributed surplus of $2,795,602 as described below:

Settled debt owed to parent company Advances Management fees payable Notes payable Interest on notes payable Issuance of common shares	$
	1,558,020 815,597 465,329 159,656
	2,998,602 (203,000)
	2,795,602

11.2 Management fees with the parent company

The Group had an agreement with its former parent company, which required the Group to pay a fee of $5,000 for January 2021 (US$20,000 for January 2020, $13,560 for February 2020, $5,650 per month for March to October 2020 and $5,000 for November and December 2020 amounting to $94,934 in 2020).

On December 10, 2020, the Group came to an agreement with the former parent company to settle the management fees payable as at that date. Following the payment of the January 2021 management fee, the agreement was terminated. As at December 31, 2021 and December 31, 2020, there are no management fees payable. The amount included in expenses for the year ended December 31, 2021 is $5,000 ($94,934 (US$20,000 and CA$68,760) for the year ended December 31, 2020).

11.3 Notes payable to the former parent company

Unsecured promissory notes were issued to the former parent company, bearing interest at prime rate plus 1%. On December 10, 2020, the Group came to an agreement to settle the notes. As a result, there were no amounts outstanding as at December 31, 2020. During the year ended December 31, 2020, $17,178 (US$12,686) of interest expense was recognized on the notes.

29

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

11 RELATED PARTY TRANSACTIONS (Continued)

11.4 Note payable to related party

On October 28, 2021, the Group entered into a secured promissory note, for an amount of $700,000, with MMCAP, a shareholder who exercises significant influence over the Group. The note is repayable within six months of the issuance date and is subject to an interest rate of 7% per annum. Interest expense recognized during the year ended December 31, 2021 was $8,592, which is also payable as at December 31, 2021. In exchange, the Group issued to MMCAP 1,500,000 warrants to purchase common shares of the Company. Each warrant will be exercisable for one common share at an exercise price of $0.06 for a period of three years from the date of the grant, which is October 28, 2024. The warrants are subject to a four-month holding period. At the inception of the agreement, the Company estimated the fair value of the note payable to a related party to be $684,240, using a discount rate of 12%. The net balance of the amount received, $15,760, was attributed to the warrants and was classified to equity into contributed surplus. Since the inception, there has been $5,822 of accretion expense and, as at December 31, 2021, the note payable to related party is $690,062 and is presented on the consolidated statements of financial position as a short-term liability.

11.5 Transactions with key management personnel

Key management of the Group includes all members of the Board of Directors and senior management.

management.
Salaries and benefits Share-based compensation Termination benefits	2021 $ 470,297 83,412 – 553,709	2020
		$ 592,296 199,048 87,846
		879,190

12. INCOME TAXES

As at December 31, 2021, the Group has net operating loss carry-forwards of approximately $6,570,000 that may be available to reduce taxable income in future years in various amounts through 2041. The Group has determined that the realization of the future tax benefits arising from the net operating loss carry-forwards are not likely to occur and, therefore, deferred tax assets have not been recognized in the consolidated financial statements.

30

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

12. INCOME TAXES (Continued)

The following table presents the years of expiration of the Group's unused tax losses carried forward for which no deferred tax assets have been recognized as at December 31, 2021:

2039 2040 2041 Tax losses carried forward with an indefinite life	$
	140,000 2,143,000 132,000
	2,415,000 4,155,000
	6,570,000

The reconciliation of the statutory income tax rate to the Group's effective income tax rate is detailed as follows:

detailed as follows:
Combined federal and provincial income tax rate Foreign income taxed at a higher income tax rate Change in fair value of investment in publicly listed company Deferred tax assets not recognized Share-based compensation Utilization of previously unrecognized tax loss carryforwards Other	2021 % 27.0 1.9 40.2 1.6 (0.3) (67.0) – 3.4	2020
		% 27.0 0.4 – (25.9) (1.2) – (0.4)
		–

As a result of the sale of the assets (Note 6), the Group generated taxable income in both of its subsidiaries in Canada and the United States of approximately $2,400,000 and $4,900,000 respectively. In Canada, the taxable income was entirely offset by prior operating loss carryforwards. In the United States, the taxable income was offset to the extent permitted, resulting in approximately US$217,000 (CA$272,000) of taxable income and US$60,655 (CA$76,031) of income tax expense at a 28% tax rate.

31

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.) Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

13. NET EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per common share December 31, 2021 December 31, 2020 Diluted net earnings (loss) per common share December 31, 2021 December 31, 2020	Net earnings (loss) $ 2,140,273 (3,583,565) 2,140,273 (3,583,565)	Weighted average number of common shares outstanding – basic and diluted $ 141,306,831 114,075,262 141,911,905 114,075,262	Net earnings (loss) per common share – basic and diluted
			$ 0.02 (0.03) 0.02 (0.03)

Stock options, RSUs and warrants that were anti-dilutive and excluded from the calculation of weighted average diluted common shares were as follows:

weighted average diluted common shares were as follows:
Stock options RSUs Warrants	2021 5,187,956 – 26,594,681 31,782,637	2020
		12,347,900 1,750,000 –
		14,097,900

14. NET CHANGE IN WORKING CAPITAL ITEMS

The net change in non-cash working capital items is detailed as follows:

Accounts receivable Prepaid expenses Trade and other payables Income tax payable	2021 $ (20,724) (310,252) (139) 76,031 (255,084)	2020
		$ (18,554) 96,130 10,027 –
		87,603

15. FINANCIAL RISKS

Risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments. The Group's financial assets are cash and accounts receivable, which are classified at amortized cost, and the investment in publicly listed company, which is classified at fair value through profit and loss.

32

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements December 31, 2021 and 2020

(In Canadian dollars)

15. FINANCIAL RISKS (Continued)

The main types of risks are credit risk, liquidity risk, foreign exchange risk and other price risk.

The Group does not actively engage in the trading of financial assets for speculative purposes.

15.1 Credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is subject to credit risk due to its cash and accounts receivable. The Group limits its exposure to credit risk for cash by placing its cash with high credit quality financial institutions.

15.2 Liquidity risk analysis

Liquidity risk is the risk that the Group might be unable to meet its obligations as they come due. This relies on the Group's ability to raise additional equity financing in excess of anticipated needs, until the restriction on the sale of the investment in publicly listed company ends.

The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular, its cash resources.

The Group's undiscounted financial liabilities are as follows:

Trade and other payables (a) Note payable to related party, including interest	2021 $ 126,041 724,164 850,205	2020
		$ 174,986 –
		174,986

(a) Excluding government remittance, salary payable, termination benefits and vacation accrual.

All of the Group's financial liabilities are due in the next year.

15.3 Foreign exchange risk analysis

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange risk is not considered significant as most of the Group's cash is in Canadian dollars; however, some expenses are settled in U.S. dollars. Currency risk results from the Group's expenses denominated in U.S. dollars.

15.4 Other price risk

The Group is exposed to other price risk due to its investment in publicly listed company since changes in market prices could result in changes in fair value of such investment. If the quoted stock price for the investment in publicly listed company increased or decreased by 10%, the change in fair value would have changed by $400,054.

33

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

15. FINANCIAL RISKS (Continued)

15.5 Reconciliation of liabilities arising from financing activities

The changes in the Group's liabilities arising from financing activities can be classified as follows:

Balance as at December 31, 2019 Non-cash Settlement (Note 11.1) Foreign exchange Balance as at December 31, 2020 Convertible note (Note 9) Note to related party (Note 11.4) Non-cash Interest incurred (Note 9) Conversion to equity Classification of equity portion (Note 11.4) Accretion on note payable to related party (Note 11.4) Balance as at December 31, 2021	Convertible notes $ – – – – 300,000 – 4,734 (304,734) – – –	Notes payable to relatedparties $ 474,250 (465,329) (8,921) – 700,000 – – (15,760) 5,822 690,062	Advances from the parent company $ 1,580,997 (1,558,020) (22,977) – – – – – – – –	Total
				$ 2,055,247 (2,023,349) (31,898)
				– 300,000 700,000 4,734 (304,734) (15,760) 5,822
				690,062

15.6 Economic dependence

The Company has one main customer with sales representing 57% of Group's revenue (two main customers representing 53% and 27% in 2020).

16. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Group's capital management objectives are to ensure the Group's ability to continue as a going concern and to provide an adequate return to shareholders.

34

Cashbox Ventures Ltd.

(Formerly Wikileaf Technologies Inc.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

(In Canadian dollars)

16. CAPITAL MANAGEMENT POLICIES AND PROCEDURES (Continued)

The capital structure of the Group consists of cash, investment in publicly listed company, note payable to related party and equity. A summary of the Group's capital structure is as follows:

	2021	2020
	$	$
Cash	156,315	286,248
Investment in publicly listed company	4,000,535	–
	4,156,850	286,248
Note payable to related party	690,062
Total equity	3,538,375	108,551
	4,228,437	108,551

The Group manages its capital structure in accordance with its expected business growth, operational objectives, underlying industry, and market and economic conditions. Consequently, the Group will develop a plan influenced by its capital structure to be presented and approved by the Board of Directors. The plan may include issuance of shares or debt.

17. POST-REPORTING DATE EVENT

On April 26, 2022, the note payable to related party (Note 11.4) was repaid in full, including interest, amounting to $724,164.