Wellbeing Digital Sciences Inc. — Annual Report 2020

Nov 13, 2020

MYCONIC CAPITAL CORP. (formerly, Auralite Investments Inc.)

FORM 2A LISTING STATEMENT

October 29, 2020

GLOSSARY3FORWARD-LOOKING STATEMENTS7GENERAL MATTERS 8CORPORATE STRUCTURE9GENERAL DEVELOPMENT OF THE BUSINESS10NARRATIVE DESCRIPTION OF THE BUSINESS13SELECTED CONSOLIDATED FINANCIAL INFORMATION 22MANAGEMENT'S DISCUSSION AND ANALYSIS 23MARKET FOR SECURITIES 24CONSOLIDATED CAPITALIZATION 24OPTIONS TOPURCHASE SECURITIES 24DESCRIPTION OF THE SECURITIES 25ESCROWED SECURITIES 27PRINCIPAL SHAREHOLDERS 27DIRECTORS AND OFFICERS OF THE ISSUER 28CAPITALIZATION 32EXECUTIVE COMPENSATION 36INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 36RISK FACTORS 37PROMOTERS 44LEGAL PROCEEDINGS 45INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 45AUDITORS, TRANSFER AGENTS AND REGISTRARS 45MATERIAL CONTRACTS46INTEREST OF EXPERTS 46OTHER MATERIAL FACTS 46FINANCIAL STATEMENTS 46CERTIFICATE OF THE ISSUER 47SCHEDULE "A" –ANNUAL FINANCIAL STATEMENTS49SCHEDULE "B" –INTERIM FINANCIAL STATEMENTS 80SCHEDULE "C" – MANAGEMENT DISCUSSION AND ANALYSIS 94SCHEDULE "D" – INVESTMENT POLICY113

GLOSSARY

The following is a glossary of the defined terms used in this Listing Statement. Terms and abbreviations used in the financial statements of the Issuer included in the appendices to this Listing Statement are defined separately and the terms and abbreviations defined below are not used therein, unless otherwise indicated. Words importing the singular, where the context requires, include the plural and vice–versa, and words importing any gender include all genders.

"Affiliate" has the meaning ascribed to it in Ontario Securities Commission Rule 45-501. A Company is an affiliate of another issuer if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same person.

"Akiva" means Akiva Systems Inc., a private Company incorporated pursuant to the laws of British Columbia;

"Akiva Investment" has the meaning ascribed to that term in section 3 – General Development of the Business;

"Akiva Shares" means common shares in the capital stock of Akiva;

"Annual Financial Statements" means the audited annual financial statements of the Issuer for the fiscal years ended July 31, 2019, 2018, and 2017, respectively, and includes the statements of financial position, statements of comprehensive loss, changes in shareholders' equity (deficiency), and cash flows for the years then ended. CThe Annual Financial Statements previously filed with applicable securities commissions are available on the Issuer's SEDAR profile at www.sedar.com and are incorporated into this Listing Statement as Schedule "A";

"Annual MD&A" means the Issuer's MD&A for the years ended July 31, 2019 and 2018, respectively. Copies of the Annual MD&A previously filed with applicable securities commissions are available on the Issuer's SEDAR profile at www.sedar.com and are incorporated into this Listing Statement as Schedule "C".;

"Audit Committee" means the audit committee of Myconic;

"BCBCA" means the Business Corporations Act (British Columbia), as amended, including the regulations promulgated thereunder;

"BCSC" means the British Columbia Securities Commission;

"Board" or "Board of Directors" means the board of directors of Myconic;

"CEO" means Chief Executive Officer;

"Champignon" means Champignon Brands Inc., a private Company incorporated under the BCBCA;

"Champignon Investment" has the meaning ascribed to such term in section 3 – General Development of the Business;

"Champignon Shares" means common shares in the capital stock of Champignon;

"CSE" and "Exchange" each mean the Canadian Securities Exchange;

"CFO" means Chief Financial Officer;

"Common Shares" or "Shares" means common shares in the capital stock of the Issuer;

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

"Computershare" means Computershare Investor Services Inc;

"Consolidation" means the consolidation of the Issuer's issued and outstanding Common Shares on the basis of ten pre-consolidation shares for one post-consolidated share completed on July 23, 2020; "Escrow Agreement" has the meaning ascribed to such term in section 11 – Escrowed Securities;

"Escrowed Shares" means, collectively, the Shares held in escrow pursuant to the Escrow Agreement;

"EVVO" means EVVO Labs Pte. Ltd., a private Company incorporated and existing pursuant to the laws of the Republic of Singapore;

"EVVO Agreement" means the subscription agreement dated February 26, 2018 between the Issuer and EVVO;

"EVVO Investment" has the meaning ascribed to such term in section 3 – General Development of the Business;

"EVVO Note" has the meaning ascribed to such term in section 3 – General Development of the Business;

"EVVO Shares" means the common shares in the capital stock of EVVO;

"EVVO Solutions" means EVVO Solutions Pte. Ltd., a Company incorporated and existing pursuant to the laws of Singapore;

"Fourth-Link" means Fourth-Link Inc., a Company incorporated and existing pursuant to the laws of the Republic of Korea and listed on KOSDAQ.

"Fourth-Link Investment" has the meaning ascribed to such term in section 3 – General Development of the Business;

"Forward Split" means the forward split of the Issuer's common shares, completed on January 4, 2019, on the basis of one (1) old for four (4) new shares.

"Gold Lion" means Gold Lion Resources Inc., a publicly listed Company incorporated under the BCBCA;

"Gold Lion Investment" has the meaning ascribed to such term in section 3 – General Development of the Business;

"Gold Lion Shares" means common shares in the capital stock of Gold Lion;

"Incentive Stock Options" means options to purchase Shares granted to the directors and officers of Myconic upon closing of the IPO.

"Investment Committee" means the investment committee of the Issuer;

"Interim Financial Statements" means the unaudited financial statements for the nine month period ended April 30, 2020 of the Issuer, and the statements of comprehensive loss, changes in shareholder's equity (deficiency), and cash flows for the period then ended. A copy of the Interim Financial Statements previously filed with applicable securities commissions is available on the Issuer's SEDAR profile at www.sedar.com and are incorporated into this Listing Statement as Schedule "B";

"Interim MD&A" means the Issuer's MD&A for the nine month period ended April 30, 2020. A copy of the Interim MD&A previously filed with applicable securities commissions is available on the Issuer's SEDAR profile at www.sedar.com and incorporated into this Listing Statement as Schedule "C";

"Investment Policy" means the investment policy adopted by the Issuer and attached to this Listing Statement as Schedule "D";

"IPO" means the initial public offering of Shares under a prospectus dated September 14, 2017, pursuant to which 3,000,000 Shares were sold at a price of $0.10 per Share;.

"KOSDAQ" means the KOSDAQ trading board of KRX, the Korea Exchange;

"KRW" means Korean Republic Won;

"Listed Issuer" and "Issuer" both mean an issuer which has its securities qualified for listing on Exchange or which has applied to have its securities qualified for listing on the Exchange, as applicable.

"Listing Statement" means this Listing Statement of Myconic, together with all appendices attached hereto and including the summary hereof;

"Management Company Employee" means an employee of a Person which provides management services to the Issuer;

"MD&A" means management discussion and analysis;

"Named Executive Officer" means each of the following individuals:

• (a) a CEO;
• (b) a CFO;
• (c) each of the three most highly compensated executive officers of a Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than

$150,000, as determined in accordance with applicable securities laws of, for that financial year; and

each individual who would be an Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of a Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

"Myconic" or the "Issuer" means Myconic Capital Corp. (formerly, Auralite Investments Inc.), a Company incorporated under the BCBCA;

"Option Plan" means the stock option plan established by Myconic as described in section 9 – Options to Purchase Securities. A copy of the Option Plan previously filed with applicable securities commissions is available on the Issuer's SEDAR profile at www.sedar.com.

"Person" means a Company or individual;

"Promoter" means, (a) a Person or Company who, acting alone or in conjunction with one or more other Persons, Companies or a combination thereof, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or (b) a Person or Company who, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property, or both services and property, 10% or more of any class of securities of the issuer or 10% or more of the proceeds from the sale of any class of securities of a particular issue, but a Person or Company who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a "Promoter" if such Person or Company does not otherwise take part in founding, organizing, or substantially reorganizing the business;

"Related Entity" means, in respect of a Listed Issuer (a) a person (i) that is an affiliated entity of the Listed Issuer, (ii) of which the Listed Issuer is a control block holder; (b) a management company or distribution company of a mutual fund that is a Listed Issuer; or (c) a management company or other company that operates a trust or partnership that is a Listed Issuer.

"Related Person" means, in respect of a Listed Issuer Policy 1 – Interpretation and General Provisions August 2018 6 (a) a Related Entity of the Listed Issuer; (b) a partner, director or officer of the Listed Issuer or Related Entity; (c) a promoter of or person who performs Investor Relations Activities for the Listed Issuer or Related Entity; (d) any person that beneficially owns, either directly or indirectly, or exercises voting control or direction over at least 10% of the total voting rights attached to all voting securities of the Listed Issuer or Related Entity; and (e) such other person as may be designated from time to time by the Exchange.

"Shareholders" means the holders of the Shares;

"Securities Act" means the Securities Act (British Columbia), as amended, including the regulations promulgated thereunder;

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

"TSX-V" means the TSX Venture Exchange Inc;

FORWARD-LOOKING STATEMENTS

This Listing Statement contains or refers to certain forward-looking information concerning the business, operations and financial performance and condition of Myconic, Akiva, Champignon Brands and Gold Lion Resources Inc. When used in this Listing Statement, the words "will", "believe", "anticipate", "intend", "estimate", "expect", "potential", "project" and similar expressions are intended to identify forward-looking information, although not all forward-looking information contain such words. Forward-looking information included in this Listing Statement includes statements with respect to: (i) the future business activities of the companies in which the Issuer is invested; (ii) the Issuer's ownership percentage in those companies (iv) the current and prospective business of the Issuer; and (v) the Issuer's proposed investment strategy and objectives.

Forward-looking information does not constitute historical fact but reflects the current expectations of Myconic and its management regarding future results or events based on information that is currently available. Forward-looking information is subject to uncertainty and changes in circumstances that may cause actual results to differ materially from those expressed or implied by such forward-looking information. With respect to the forward-looking information contained in this Listing Statement, Myconic has made assumptions regarding based on currently available information. Although Myconic believes that the assumptions inherent in any forward- looking information are reasonable, forward-looking information is not a guarantee of future events or performance and, accordingly, readers are cautioned not to place undue reliance on such information due to the inherent uncertainty therein.

By its nature, forward-looking information is subject to a number of inherent risks and uncertainties, both general and specific, which could cause actual results to differ materially from those suggested by the forward-looking information. Even if such results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Issuer.

The risks, uncertainties and other factors, many of which are beyond the control of Myconic, that could influence actual results include, but are not limited to: failure to receive final listing approval from the CSE, the Issuer's operating history as an investment company; portfolio exposure risks and sensitivity to macroeconomic conditions; the availability of sources of income to generate cash flow and revenue; risks relating to investments in illiquid securities; the volatility of Myconic's stock price; risks relating to the trading price of the Shares; risks relating to the business of Akiva, Champignon and Gold Lion, risks relating to the Issuer's investment in EVVO and the potential litigation arising therefrom; risks relating to available investment opportunities and competition for investments; the volatility of the share prices of investments in public companies; the dependence on management and directors; risks relating to additional funding requirements; due diligence risks; exchange rate risks; risks relating to minority interests; potential conflicts of interest; and other factors including, but not limited to, those listed under "Risk Factors" in this Listing Statement.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward looking statements. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of Myconic or the companies in which it is invested, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement. The reader is also cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Although the forward-looking statements contained in

this Listing Statement are based upon what management of Myconic currently believes to be reasonable assumptions; actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits will be derived therefrom. These forward-looking statements are made as of the date of this Listing Statement and, other than as specifically required by law, Myconic does not assume any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

1. GENERAL MATTERS

Any market data or industry forecasts used in this Listing Statement, unless otherwise specified, were obtained from publicly available sources. Although the Issuer believes these sources to be generally reliable, the accuracy and completeness of such information are not guaranteed and have not been independently verified.

Statistical information included in this Listing Statement and other data relating to the industry in which the Issuer operates is derived from recognized industry reports published by industry analysts, industry associations and independent consulting and data compilation organizations.

Information has been incorporated by reference in this Listing Statement from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of the Issuer at #340, 1917 West 4th Avenue, Vancouver, B.C. V6J 1M7 and are also available electronically under the Issuer's SEDAR profile at www.sedar.com.

Currency Exchange Rates

All references to "$" or "dollars" in this Listing Statement refer to Canadian dollars unless otherwise indicated.

Capital Alterations

Effective January 4, 2019, the Issuer completed a forward split of its common shares on the basis one pre –Forward Split shares for four post Forward Split shares. Following completion of the Forward Split, the Issuer had an aggregate of 290,997,000 common shares issued and outstanding. On July 23, 2020 the Issuer completed the Consolidation of its issued and outstanding common shares on the basis of ten pre-Consolidation shares for one post-Consolidated share. Prior to the Consolidation, the Issuer had 289,197,000 common shares issued and outstanding. Following completion of the Consolidation, the Issuer had 28,919,700 common shares issued and outstanding. Unless otherwise indicated, information presented in this Listing Statement is adjusted on a post-Forward Split and Post Consolidation basis.

2. CORPORATE STRUCTURE

2.1 Corporate Name and Office

Myconic Capital Corp. (formerly, Auralite Investments Inc.) has a head office at #340, 1917 West 4th

Avenue, Vancouver, B.C. V6J 1M7 and a registered office at 810 – 789 West Pender Street, Vancouver, British Columbia V6C 1H2.

2.2 Jurisdiction of Incorporation

The Issuer was incorporated on March 24, 2017, under the BCBCA under the name Cabernet Capital Inc. The Issuer changed its name to Auralite Investments Inc. on September 7, 2018, and to Myconic Capital Corp. on July 23, 2020. The Issuer is a reporting issuer in the provinces of British Columbia and Alberta. Prior to listing on the CSE its Shares were listed for trading on the TSX-V under the symbol "MEDI". The trading symbol for the Common Shares on the CSE remains "MEDI".

2.3 Intercorporate Relationships

The Issuer has no subsidiaries.

2.4 Fundamental Change

The Issuer is not requalifying following a fundamental change or proposing an acquisition, amalgamation, merger, reorganization or arrangement.

2.5 Non-Corporate Issuers and Issuers Incorporated Outside of Canada

The Issuer is not a non-corporate issuer or issuer incorporated outside of Canada.

3. GENERAL DEVELOPMENT OF THE BUSINESS

3.1 Three Year History

Prior to listing on the CSE, he Issuer was a publicly listed investment issuer on the TSX-V trading under the symbol "MEDI". The Issuer seeks high return investment opportunities in privately held and publicly traded companies, with a focus on companies active in the high-tech, real estate, cannabis, mining and health & wellness sectors.

During the year ended July 31, 2017

The Issuer was incorporated on March 24, 2017 for the primary purpose of completing an initial public offering on the TSX-V as a Capital Pool Company. As a Capital Pool Company, the Issuer's principal business was initially to identify, evaluate and acquire assets, properties or businesses that would qualify the Issuer to list on the TSX-V. The Issuer spent duration of the fiscal year ended July 31, 2017 pursuing an initial public offering had no material contracts during the period.

During the year ended July 31, 2018

On November 9, 2017, the Issuer completed the IPO and issued 1,200,000 common shares at $0.25 per share , for net proceeds of $255,625 after cash issuance costs. The Issuer also issued warrants to an agent to acquire 3,750 common shares of the Issuer at a price of $0.25 per share, expiring November 9, 2019. These agent warrants were determined to have a fair value of $7,911. On November 30, 2017, 28,500 agent warrants were exercised for proceeds of $7,125. The fair value on grant of $3,758 related to these exercised agent warrants was reclassified from share payment reserve to share capital.

The Common Shares commenced trading on the TSX-V at the opening of market on November 10, 2017 under the trading symbol of "CAB.P".

On December 13, 2017, the Issuer closed a private placement whereby it issued 8,000,000 common shares at $0.04 per share for net proceeds of $1,988,712 after cash issuance costs.

On February 26, 2018, the Issuer announced that it had signed definitive agreements for the acquisition of 5% of the issued and outstanding shares of EVVO for $1,500,000 and the acquisition of unsecured convertible debentures of Fourth-Link with a face value of 2.5 Billion KRW, in exchange for 16,800,000 common shares of the Issuer.

During the year ended July 31, 2019 and to the date of this Listing Statement

On September 7, 2018, the Issuer acquired 5% of the issued and outstanding shares of EVVO for a cash purchase price of $1,500,000 (the "EVVO Investment"). The Issuer concurrently acquired an unsecured convertible debentures of Fourth-Link, having a face value of 2.5 billion KRW in exchange for 16,800,000 common shares of the Issuer having a fair value of $4,740,476 (the "Fourth-Link Investment"). The debentures are unsecured, and bear interest at 4% per annum payable every 3 months, and may be converted into common stock of Fourth-Link at any time from March 3, 2018 to maturity at a conversion price of 1,532 KRW per common share. Both the EVVO Investment and the Fourth-Link Investment were negotiated at arm's length. Completion of the acquisition qualified the Issuer to list on the TSX-V as a Tier 2 Investment Issuer focused on the high tech sector.

EVVO is an information and communication technology services aggregator providing managed secured enterprise-class Cloud-based solutions, infrastructure and network access. EVVO is part of the EVVO Solutions group of companies based in Singapore. Meanwhile, Fourth-Link specializes in information technology solutions in South Korea and was publically traded company on the KOSDAQ. Fourth-Link was founded in 1996 and is headquartered in Seongnam, South Korea. Fourth-Link is a vendor to many Korean government agencies and is currently the lead IT systems solutions provider to the Incheon Airport terminal expansion. In addition, Fourth-Link also wholly owns Certon Company, the leading Blockchain research and solutions development team in South Korea

In connection with the above described transactions and listing, the Issuer also changed its name to Auralite Investments Inc. Additionally, Hock Ghim Toh and Kwang Meng Alvin Tan replaced Dorian Banks and Melissa Bajic on the Board of Directors.

On November 2, 2018, the Issuer completed a private placement where it issued 2,240,000 shares at a price of $1.56 per share for gross proceeds of $3,500,000. On November 27, 2018, the Issuer issued 2,400 common sharesat at $0.25 per share pursuant to the exercise of warrants for proceeds of $600. On December 3, 2018, the Issuer issued 28,800 common shares at $0.25pursuant to the exercise of warrants for proceeds of $7,201. The fair value on grant of $4,113 related to these exercised warrants was reclassified from share payment reserve to share capital.

In December, 2018 the Issuer appointed Terry Thompson and Jason Morton to the Board of Directors. Mr. Thompson also assumed the role of CFO of the Issuer, following Hani Zabaneh's retirement from both his director and CFO positions which Mr. Zabaneh had held since the Issuer's inception.

On April 16, 2019, the Issuer purchased and cancelled 180,000 shares from its CEO for total consideration of $33,750. The Issuer reduced share capital for the average book value of the common shares repurchased of $73,800, and charged deficit for the difference between the consideration paid and the average book value.

On April 25, 2019, the Issuer announced that it had amended its investment policy to broaden and diversify the eligible industries of its investment targets. The Issuer's amended investment policy now permits the Issuer to explore strategic investments within the real estate; cannabis; and, mining and exploration sectors. The Issuer's former investment policy was focused solely on the high-tech sector.

On July 11, 2019, the Issuer completed a strategic investment into British Columbia based craft mushroom distributor and product formulator, Champignon Brands Inc. ("Champignon"), acquiring 2,000,000 common shares of Champignon for cash consideration of $150,000. Champignon is a private research driven company specializing in the formulation and end distribution of a suite of premium artisanal mushroom health supplements, with the objective of promoting holistic health and wellness. In connection with the Issuer's strategic investment into Champignon, the Issuer amended its investment policy to include the health and wellness sector and has formally assembled a dedicated health and wellness investment committee to explore complementary investments within this burgeoning industry.

On July 11, 2019 James Morton resigned from our Board of Directors.

On January 23, 2020 Hock Ghim Toh resigned from our Board of Directors.

On February 2, 2020 the Fourth-Link convertible debentures in the aggregate principal amount of 2.5 Billion KRW (CAD $2,880,000) reached maturity. The debentures are unsecured, and bear interest at 4% per annum payable every 3 months, and may be converted into common stock of Fourth-Link at any time from March 3, 2018 to maturity at a conversion price of 1,532 KRW per common share. The fair value of the investment on initial recognition was $4,740,476, which was based on the quoted market price of Fourth-Link's shares on the closing date. The Issuer is pursuing legal action against Fourth-Link for the redemption of the debentures since Fourth-Link was delisted from the KOSDAQ and the Issuer is unable to convert its shares. Due to the uncertainty of the Issuer's ability to recover any value from the debentures, the investment was written off, resulting in a loss of $4,740,476.

In the opinion of the Issuer's management, the biggest contributing factor to the poor performance of the Fourth-Link investment was the extensive regulatory review and approval period for the Issuer's initial acquisition of the Fourth-Link debentures. The Issuer's intention was to quickly convert the debentures into shares in order to leverage the strong anticipated performance of Fourth-Link's common stock during the period immediately following the anticipated completion of the transaction. However, regulatory and KOSDAQ approval of the investment required approximately 12 months. By the time the transaction was approved, Fourth-Link's share prices had begun to significantly decline, and shortly thereafter Fourth-Link experienced financial difficulties, resulting in the de-listing of its common shares and its default on the convertible debt. Had the Issuer's investment been approved sooner, the Issuer believes that it would have been able to convert and liquidate its position while earning a healthy return on investment.

On April 13, 2020, the Issuer announced its $100,000 investment into Akiva. Pursuant to the investment, the Issuer will acquire an aggregate of 1,000,000 Akiva Shares and 500,000 common share purchase warrants exercisable for an additional 500,000 Akiva Shares at a price of $0.40 for a period of 24 months from issuance (collectively, the "Akiva Investment"). Akiva is a private early-stage developer of educational hardware and software for children with special needs, utilizing a virtual reality platform. Closing of the Akiva Investment was announced on May 22, 2020.

During the period ended April 30, 2020, Champignon became a publicly traded company on the Canadian Securities Exchange (symbol CSE: SHRM), subsequently, the Issuer sold 1,423,000 million shares of Champignon for a gain of $308,844. As at April 30, 2020, the fair value of the remaining shares was $513,530, which was based on the share price at the end of the trading session on April 30, 2020.

On May 22, 2020 the Issuer announced its $1,000,000 investment into Gold Lion. Pursuant to the investment, the Issuer acquired an aggregate of 2,000,000 Gold Lion Shares and 2,000,000 Gold Lion Share purchase warrants exercisable for an additional 2,000,000 Gold Lion Shares at a price of $0.75 for a period of 24 months from issuance. Gold Lion is a British Columbia based gold exploration company listed on the CSE (CSE: GL). Gold Lion holds property interests in British Columbia, Canada, and Idaho, USA, with its primary properties being the "Robber Gulch", "Erikson Ridge" and "South Orogrande" properties in Idaho, USA.

On May 22, 2020 the Issuer disposed of its interest in EVVO, back to EVVO, in consideration for $254,220 ($250,000 Singapore dollars), secured by a promissory note (the "EVVO Note"). The EVVO Note is due one year from issuance and is secured by a pledge of the EVVO Shares sold back to EVVO. The original $1,500,000 value of the EVVO investment was primarily based on a significant prospective long-term contract which EVVO was in the process of securing with the Government of Singapore. However, due a sudden shift and decline in the perceived benefit og block chain technology, EVVO failed to secure the contract, resulting in a substantial devaluation of the company.

On May 26, 2020 the Issuer appointed James Henning as a director of the Issuer. Mr. Terry Thompson concurrently resigned as a director and as the CFO of the Issuer. Mr. Peter Nguyen has been appointed as the Chief Financial Officer to replace Mr. Thompson. Mr. Nguyen currently also serves as a Director of the Issuer. On May 27, 2020 Alvin Tan resigned from the Issuer's board of directors. The Issuer intends to fill the vacancy left by Mr. Tan's resignation and continues to interview qualified candidates.

On June 19, 2020 the BCSC issued a Cease Trade Order pursuant Section 164 of the Securities Act, R.S.B.C, suspending the trading of Champignon's common shares due to Champignon's failure to file business acquisition reports for several acquisitions completed since Champignon became a reporting issuer on February 6, 2020. Champignon filed the business acquisition reports on July 21, 2020, during which time it continued to work with the BCSC to address comments received in the course of the disclosure review.

As a result of the filing of the business acquisition reports, on August 26, 2020, the BCSC revoked the cease trade order previously issued on June 19, 2020 and issued a replacement cease trade order pending the filing of a revised material change report in connection with the acquisition by Champignon of AltMed Capital Corp. On September 15, 2020, Champignon announced that its acquisition of AltMed Capital Corp. would be treated as a reverse-takeover, and preparation of financial statements required to file the revised material change report were at an advanced stage. However, the August 26, 2020 remains in effect as at the date of this Listing Statement. Non insiders or control persons of Champignon may continue to sell shares acquired before the date of the order on certain public markets outside of Canada, subject to certain restrictions. There is no guarantee that the cease trade order will be lifted, and prolonged failure by Champignon to achieve compliance with its disclosure obligations and to successfully apply for revocation of the cease trade order will adversely impact the valuation and liquidity of the Issuer's investment in Champignon.

On July 23, 2020 the Issuer changed its name from "Auralite Investments Inc." to "Myconic Capital Corp."

3.2 Significant Acquisitions or Dispositions

No significant acquisition has been completed by the Issuer, and no significant probable acquisition is proposed by the Issuer, for which financial statements would be required under National Instrument 41-101 – General Prospectus Requirements ("NI 41-101") if this Listing Statement were a prospectus.

No significant disposition has been completed by the Issuer during the most recently completed financial year or the current financial year for which pro forma financial statements would be required under NI 41- 101, if this Listing Statement were a prospectus.

3.3 Trends, Commitments, Events or Uncertainties

The most significant trends and uncertainties which the Issuer's management expects could impact its business and financial condition are general global economic conditions, including, without limitation, general levels of economic activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, public health crises (such as the recent global outbreak of a novel coronavirus, COVID-19, and other events outside of the Issuer's control, may affect the activities of the Issuer and its investments. Management of the Issuer does not presently know of any other trend, commitment, event or uncertainty that is reasonably expected to have a material effect on the Issuer's business, financial condition or results of operations. However, there are significant risks associated with the Issuer's business, as described in Section 17 – Risk Factors.

4. NARRATIVE DESCRIPTION OF THE BUSINESS

4.1 Description of the Business Overview of Business

Overview

Prior to listing on the CSE, the Issuer was a publicly listed investment issuer on the TSX-V trading under the symbol "MEDI". The Issuer seeks high return investment opportunities in privately held and publicly traded companies, with a focus on companies active in the high-tech, real estate, cannabis, mining and health & wellness sectors.

The Issuer's capital structure consists of cash and share capital. The Issuer manages its capital structure and makes adjustments to it, based on the funds available to the Issuer. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Issuer's management to sustain future development of the business. In order to carry out the planned activities and

pay for administrative costs, the Issuer will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Issuer, is reasonable. There were no changes in the Issuer's approach to capital management during the year. The Issuer is not subject to externally imposed capital requirements.

Investment Policy and Evaluation Process

The investment objectives and procedures of the Issuer are set out in the Issuer's Investment Policy. In selecting opportunities for the investment portfolio of the Issuer, the Investment Committee will consider various factors in relation to any particular investment, including:

• the inherent value of an investment target's assets or potential;
• the proven management, clearly defined management objectives and strong technical and professional support;
• the future capital requirements to develop the full potential of its business and the expected ability to raise the necessary capital;
• the anticipated rate of return and the level of risk; financial performance; and
• the exit strategies and criteria.

Investment Strategy

The following are the guidelines for the Issuer's investment strategy:

• the Issuer's primary focus will be to enhance shareholder value and generate a reasonable investment return by making investments in the high-tech, real estate, cannabis, mining and health & wellness sectors;

• the Issuer may invest in securities of both public and private companies or other entities that the Issuer believes have the potential for superior investment returns. The Issuer may provide financing of a private or public company in exchange for pre- determined royalties or distributions, and also acquire all or part of one or more businesses, portfolios or other assets, in each case that the Issuer believes will enhance value for the shareholders of the Issuer;

• target investments may encompass companies at all stages of development, including early stage companies, as well as intermediate and senior companies where opportunities are available;

• the Issuer's primary focus will be to invest in securities or debt instruments of issuers which have quality proven or prospective potential which management of the Issuer believes are, or will become, amenable to development of the potential. In other sectors, Myconic expects to invest in securities of issuers which it believes have competitive advantages in an area with a large potential market;

• immediate liquidity shall not be a requirement, but each investment shall be evaluated in terms of a clear exit strategy designed to maximize the relative return in light of changing fundamentals and opportunities;

• subject to applicable laws, there are no restrictions on the size or market capitalization with respect to the Issuer's investments in the equity securities of public or private issuers;

• depending upon the Issuer's assessment of market conditions and investment opportunities, the Issuer may, from time to time, be fully invested, partially invested or entirely uninvested such that the Issuer is holding only cash or cash-equivalent balances while the Issuer actively seeks to redeploy such cash or cash-equivalent balances in suitable investment opportunities. Funds that are not invested or expected to be invested in the near-term, while the Issuer actively seeks to redeploy such funds in one or more suitable investment opportunities, may, from time to time as appropriate, be placed into high quality money market investments, including but not limited to Canadian treasury bills or corporate notes rated at least R-1 by DBRS Limited, each with a term to maturity of less than one year;

• subject to the full approval of the Board, the Investment Committee established by the Issuer may consider certain special investment situations, including assuming a controlling or joint-controlling interest in an investment target company, which may also involve the provision of advice to management and/or board participation;

• all investments shall be made in full compliance with applicable laws in relevant jurisdictions, and shall be made in accordance with and governed by the rules and policies of applicable regulatory authorities;

• the Issuer will take active involvement in the management of its investee companies that is commensurate with the magnitude and materiality of such investments. Such involvement may take the form of a management advisory relationship, management agreement, board representation, or other arrangement, as deemed appropriate by the Investment Committee to optimize and protect the Issuer's investments;

• investments made by the Issuer are geographically agnostic and the Issuer will seek to pursue international opportunities as long as the investment creates value for the Shareholders;

• the Issuer has no specific policy with respect to investment diversification. Each investment will be assessed on its own merits and based upon its potential to generate above market gains for the Issuer; and

• the Issuer may, from time to time, use borrowed funds to purchase or make investments or to fund working capital requirements, or may make investments jointly with third parties.

A copy of the Investment Policy is attached and incorporated into this Listing Statement as Schedule "D".

Key Investments

At April 30, 2020, the Issuer's investment portfolio consisted of two privately held investments and one publicly held investment for a total fair value of $860,530.

Share Investments

	Akiva	EVVO	Champignon	Total
Balance July 31, 2019	$-	$247,000	$150,000	$397,000
Additions	100,000	-	-	100,000
Disposals	-	-	(106,725)	(106,725)
Change in fair value	-	-	470,255	470,255
Balance, April 30, 2020	$100,000	$247,000	$513,530	$860,530

At August 31, 2020, the Issuer's investment portfolio consisted of two privately held investments and two publicly held investments for a total estimated fair value of $1,973,671.

Share Investments

	Akiva	EVVO	Champignon	Gold Lion	Total
Estimated Balance, August31, 2020	$100,000	$240,141(1)	$513,530 (2)	$1,120,000(3) $1,973,671

(1) Based on the exchange rate of approximately 0.96 Canadian Dollars to the Singapore Dollar as at August 31, 2020. (2)Based on the $0.89 closing price of Champignon's common shares as reported by the CSE on August 31, 2020. (3) Based on the $0.56 closing price of Gold Lion's common shares as reported by the CSE on August 31, 2020.

On September 7, 2018, the Issuer purchased 29,411 shares of EVVO for cash consideration of $1,500,000. At January 31, 2020, the fair value of this investment was $247,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies.

EVVO is a next-generation information and communication technology (ICT) services aggregator providing managed secured, enterprise-class cloud-based solutions, infrastructure and network access. EVVO is part of the EVVO Labs group of companies based in Singapore.

On May 22, 2020 the Issuer disposed of its interest in Singapore-based EVVO Labs Pte. Ltd. back to EVVO, in consideration for a $250,000 (Singapore dollars) secured by a promissory note (the "Secured Note"). The Secured Note is due one year from issuance and is secured by a pledge of the shares being sold back to EVVO.

The transactions with EVVO were not with a Related Person of the Issuer.

On April 13, the Issuer purchased an aggregate of 1,000,000 common shares of Akiva (Akiva Shares") and 500,000 common share purchase warrants exercisable for an additional 500,000 Akiva Shares at a price of $0.40 for a period of 24 months from issuance. At April 30, 2020, the fair value of this investment was $100,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies. The transaction with Akiva was not with a Related Person of the Issuer.

Akiva is a private early-stage developer of educational hardware and software for children with special needs, utilizing a virtual reality platform. The Akiva mission is to ensure that every child with special needs has an affordable access to the educational system that enables them to develop their unique abilities to succeed and thrive. Akiva is building a software-a-service technology company to become a global leader in special needs education, with focus on scale, availability and profitability. It is working to provide high system quality with its development of a global educational ecosystem using advanced VR and artificial intelligence technologies that ensure consistent program delivery, while focusing on prescriptive analytics to mitigate current learning process deficiencies.

On July 11, 2019, Myconic subscribed to 2,000,000 shares of Champignon Brands Inc. for cash consideration of $150,000. During the period ended April 30, 2020, Champignon became a publicly traded company on the CCSE, subsequently, the Issuer sold 1,423,000 million shares of Champignon. At April 30, 2020, the fair value of the remaining shares was $513,530, which was based on the share price at the end of the trading session on April 30, 2020. The transaction with Champignon was not with a Related Person of the Issuer.

Champignon is a Canadian based company whose mission is to help people achieve their health and wellness goals. Champignon's team is dedicated to promoting the cultivation and proliferation of high quality medicinal mushrooms and health supplements. Champignon believes that they can enhance the health of millions of people through organic growing practices, commercial cultivation, research and development.

On February 28, 2020, Champignon completed its initial public offering of 18,916,667 common shares of Champignon at a price of $0.15 per share for total gross proceeds of $2,837,500.05. Champignon's common shares were listed on the Canadian Securities Exchange ("CSE") effective February 27, 2020 under the symbol "SHRM".

Champignon advised the Issuer that it had successfully debuted its Vitality Superteas global ecommerce portal, following a comprehensive Canadian pilot campaign. Champignon's flagship ecommerce store includes a selection of craft mushroom-infused teas and ancillary accessories, earmarked for worldwide distribution. At this time, Champignon is accepting pre-orders for its three premier mushroom-infused SKUs, Brain Enhance, Nourish Force and Mighty Re-charge, and has begun discussions with certain Canadian big box food retailers, as well as wholesalers regarding brick and mortar distribution of the Vitality Superteas. Champignon has also begun architecting a pop-up store for deployment within an existing Toronto-based coffee shop.

On April 9, 2020 Champignon announced its acquisition of AltMed Capital Corp, a licensed Canadian esketamine clinic operator (for the treatment of depression) with strong research and development projects.

On August 26, 2020 the British Columbia Securities Commission issued a Cease Trade Order pursuant Section 164 of the Securities Act, R.S.B.C, suspending the trading of Champignon's common shares due to deficiencies in Champignon's reporting of its acquisition of AltMed Capital Corp., announced on April 30, 2020. Non insiders or control persons of Champignon may continue to sell shares acquired before the date of the order on certain public markets outside of Canada, subject to certain restrictions. The Cease Trade Order remains in effect as at the date of this Listing Statement. Prolonged failure by Champignon to achieve compliance with its disclosure obligations and to successfully apply for revocation of the Cease Trade Order will adversely impact the valuation and liquidity of the Issuer's investment in Champignon.

On May 22, 2020 the Issuer acquired an aggregate of 2,000,000 common shares of Gold Lion Resources Inc. ("Gold Lion") and 2,000,000 common share purchase warrants exercisable for an additional 2,000,000 Gold Lion shares at a price of $0.75 for a period of 24 months from issuance. The transaction with Gold Lion was not with a Related Person of the Issuer.

Gold Lion is a British Columbia based gold exploration company listed on the Canada Securities Exchange (symbol CSE: GL). Gold Lion holds property interests in British Columbia and Idaho, with its primary properties being the "Robert Gulch", "Erickson Ridge" and "South Orogrande" properties in Idaho.

Intangible Properties

The Issuer has developed various copyrighted marketing materials, common law trademarks, investment strategies, and networks of investors and professional advisors, among other things. The Issuer has and will continue to rely on its management and personnel's expertise in the certain fields such as marketing, accounting, finance, and investment evaluation to develop new intangible properties related to its operations and investment strategy.

Cycle

The success of the Issuer's investments may be affected by seasonable changes in weather and other natural phenomena.

Environmental Protections

The operation of the Issuer's business has no environmental protection requirements. As a result, the Issuer does not anticipate that any environmental regulations or controls will materially affect its business. However, the Issuer's investment targets may be subject to environmental protection requirements, particularly those operating in natural resource sector, and the Issuer anticipates that such companies may be affected by changing environmental compliance

Business Objectives

During the 12-month period following the date of this Listing Statement, the Issuer intends to continue to identify, evaluate, and undertake investments in the high-tech, real estate, cannabis, mining and health & wellness sectors with a view to enhancing shareholder value and generating a reasonable investment return in accordance with the Issuer's Investment Policy. The Investment Committee of the Issuer will monitor the investment portfolio on an ongoing basis and review the status of investments.

The Issuer may continue to have capital requirements in excess of its currently available resources. In the event the Issuer's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Issuer may be required to seek additional financing. There can be no assurance that the Issuer will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Issuer in the future.

Although the Issuer currently intends to fulfill the business objectives, the Issuer reserves the right to redirect any portion or all of the Issuer's funds in such manner as it considers to be in the best interest of the shareholders of the Issuer.

Milestones

19 The Issuer seeks to identify and evaluate new investment opportunities while assisting with the development of the businesses of its key investments. Assistance toward the development of key investments may include, among other activities, the provision management advisory or market research services. The timing and cost of future investments will be dependent on the investment opportunities identified by the Issuer. The Issuer does not anticipate that it will require additional funding to meet its business objectives during the twelve months following the date of this Listing Statement.

Funds Available

The Issuer reported working capital of $4,041,447 (2019 - $3,714,790) at April 30, 2020 and cash of $3,128,708 (2019 - $3,189,070). Current liabilities as at April 30, 2020 consisted of accounts payables and accrued liabilities of $5,541 (2019 - $17,055) and lease liabilities of $57,250 (2019 - $Nil).

As at September 30, 2020, the Issuer has estimated working capital of approximately $3,985,919 including cash on hand of approximately $2,452,124.

Use of Funds Available

The table below sets out the principal purposes, using approximate amounts, for which the Issuer intends to use the estimated cash on hand available to the Issuer (as at September 30, 2020) for the 12 months following the date of this Listing Statement. The table below does not include any proceeds that may be available to the Issuer through future financings, the disposition of non-cash assets, investment returns, or the exercise of warrants or incentive stock options.

Business Objective	Cost	Funds Available
Complete transfer of	$30,000	$30,000
listingfrom TSX-V to
theCanadian
Securities Exchange(1)
Corporate Rebranding	$15,000	$15,000
fromAuralite
InvestmentsInc.to
MyconicCapital
Corp.
Compensationof	$72,000	$72,000
executiveofficers,
directors,and
employees.
Generaland	$60,000	$60,000
administrative
expenses(2)
Rearch&	$315,000	$315,000
Development
Consulting Fees(3)
Professional Fees(4)	$75,000	$75,000
Total Expenditure on	$567,000	$567,000
Objectives
Unallocated Working	$1,885,124	$1,885,124
Capital/New
Investments
Total	$2,452,124	$2,452,124

**(1)**Includes listing fees, legal fees, audit fees, and related disbursements.

• (2) Includes rent, communications, annual corporate & regulatory fees, travel, entertainment and office expense.
• 1. Includes third party research, development & management consulting fees.

(4) Includes legal, accounting, and audit fees.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. The Issuer may require additional funds in order to fulfill all of the Issuer's expenditure requirements and to meet its objectives, in which case the Issuer expects to either issue additional securities or incur indebtedness. There is no assurance that additional funding required by the Issuer will be available if required.

Principal Products or Services

This section is not applicable to the Issuer.

Production and Sales

This section is not applicable to the Issuer.

Specialized Skill and Knowledge

Many aspects of the Issuer's business require specialized skill and knowledge regarding the evaluation of enterprise investment. The Issuer's current management team, which includes its executive officers and board of directors, possesses these necessary specialized skills and knowledge, including extensive experience in business development and valuation in a range of industries, including but not limited to mineral resource, health & wellness, cannabis, and media & technology, among others. Please refer to Item 13.11 Management Details. Our management team will additionally engage third party consultants on an as-needed basis to provide requisite expertise beyond the scope of management's skills.

Competitive Conditions and Position

The market in which the Issuer operates is competitive. The size and resources of some of the Issuer's competitors may allow them to operate more effectively, which in turn could inhibit the Issuer from gaining market share. Some of the Issuer's competitors have greater financial resources and as a result, such competitors may be more readily able to take advantage of investment and other opportunities than the Issuer.

Lending and Investment Policies and Restrictions

The Issuer has no lending operations. The Issuer has adopted a new Investment Policy. A copy of the Investment Policy is included in this Listing Statement as Schedule "D".

Bankruptcy or Receivership Proceedings

There have been no bankruptcy or receivership proceedings against the Issuer or any of its subsidiaries within the three most recently completed financial years or the current financial year.

Material Restructuring Transactions

The Issuer has not completed any material restructuring transaction within the three most recently completed financial years or during the current financial year.

Social or Environmental Policies

The Issuer has not implemented any social or environmental policies that are fundamental to its operations.

4.2 Companies with Asset-backed Securities Outstanding

The Issuer has no asset-backed securities outstanding.

4.3 Mineral Projects

The Issuer has no mineral projects.

4.4 Issuers with Oil and Gas Operations

The Issuer has no oil and gas operations.

5. SELECTED CONSOLIDATED FINANCIAL INFORMATION

5.1 Financial Information – Annual Information

Summary of Annual Financial Information

The following table sets forth selected financial information for Myconic for the years ended July 31, 2019, 2018 and 2017. Such information is derived from the Annual Financial Statements and should be read in conjunction with the Annual Financial Statements.

The following table is a summary of selected financial information of the Issuer for the years ended July 31, 2019, 2018 and 2017:

	Year Ended July31, 2019 (audited)	Year Ended July 31,2018 (audited)	Year Ended July 31,2017 (audited)
	$	$	$
Revenue	Nil	Nil	Nil
Netand comprehensive (loss)	(6,578,929)	(287,151)	(29,923)
Basic and diluted earningsfromcontinuedoperations(loss) per share	(0.03)	-	-
Total Assets	3,731,845	2,117,855	76,743
Total Liabilities	17,055	38,663	6,666

22 Copies of the Annual Financial Statements previously filed with applicable securities commissions are incorporated into this Listing Statement as Schedule "A".

5.2 Quarterly Information

The following information is in respect of the Issuer for the eight quarters preceding the date of this Listing Statement:

Summary ofquarterlyresults	April30,2020$	January31, 2020$	October31, 2019$	July 31,2019$	April 30,2019$	January31, 2019$	October31, 2018$	July 31,2018$
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net Income(Loss) for theperiod	579,142	(130,975)		(74,247) (2,767,236)	(1,997,152)	(95,543)	(1,718,998)	(94,559)
Gain (Loss)pershare	Nil	Nil	Nil	(0.01)	(0.01)	Nil	(0.01)	Nil

Copies of the respective unaudited interim financial statements for the periods listed above for the Issuer are available on the Issuer's SEDAR profile at www.sedar.com. A copy of the Interim Financial Statements for the nine month period ended April 30, 2020 are incorporated into this Listing Statement as Schedule "B".

5.3 Dividends

As of the date of this Listing Statement, there are no restrictions that prevent the Issuer from paying dividends on the Common Shares. The Issuer has neither declared nor paid any dividends on its shares and it is not contemplated that the Issuer will pay dividends in the immediate or foreseeable future. The Issuer currently intends to retain future earnings and other cash resources to fund the development and growth of our business and does not anticipate paying dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions, financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.

5.4 Foreign GAAP

The financial information required in this Listing Statement has not been presented on the basis of foreign GAAP.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS

Copies of the Annual MD&A and Interim MD&A, which should be read in conjunction with the Annual Financial Statements and the Interim Financial Statements, are incorporated into this listing statement as Schedule "C".

7. MARKET FOR SECURITIES

In connection with the listing of the Common Shares on the CSE, the Issuer delisted the Common Shares from the TSX-V. The trading symbol for the Common Shares on the CSE remains "MEDI".

The Issuer is a reporting issuer in the Canadian provinces of British Columbia and Alberta.

8. CONSOLIDATED CAPITALIZATION

The Issuer's authorized share capital consists of an unlimited number of common shares. As at July 31, 2019, (the Issuer's most recently completed financial year) the outstanding capital of the Issuer consisted of 28,919,700 common shares, 50,000 stock options and 300 common share purchase warrants. As at the date of this Listing Statement the outstanding capital of the Issuer consisted of 28,919,700 common shares and 50,000 stock options.

The following table summarizes the capital of the Issuer as of the date of the most recently completed financial year, most recently completed interim period, and as of the date of this Listing Statement:

Designation of Security	AmountAuthorized	Outstanding as ofyear ended July 31,2019	Outstandingas of third quarterended April 30, 2020	Outstandingas of the ListingStatement (postconsolidation)
Common Shares	Unlimited	28,919,700	28,919,700	28,919,700
Stock Options	Rolling 10%	50,000	50,000	50,000
Warrants	N/A	300	0	0
Fully Diluted Common Shares	Unlimited	28,970,000	28,969,700	28,969,700

The Issuer has no loans or debt instruments other than intercorporate loans.

9. OPTIONS TO PURCHASE SECURITIES

The Issuer has adopted the Option Plan, pursuant to which the board of directors of the Issuer may from time to time, in its discretion, and in accordance with CSE requirements, grant to directors, officers, and technical consultants to the Issuer, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares, and are exercisable for a period of up to five years from the date the common shares became listed for trading (November 10, 2017) or the date of issuance, whichever is later. The number of common shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised for up to 90 days following cessation of the optionee's position with the Issuer, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

A copy of the Option Plan previously filed with applicable securities commissions is available on the Issuer's SEDAR profile at www.sedar.com.

The following table summarizes information about stock options outstanding and exercisable as of the financial year ended July 31, 2019 and as at the date of this Listing Statement:

Optionee	Number of Options toAcquire Common Shares	Exercise PricePer CommonShare	Expiry Date
Executive officers and	50,000(2)	$0.25	November 9, 2027
directors of the Issuer(1)
All other Persons	Nil	-	-
Total Options Outstanding	50,000

(1) Includes one individual serving as an officer and director.

(2) On November 9, 2017, the Issuer issued 50,000 stock options at a price of $0.25 per share, expiring November 9, 2027. The estimated fair value of the options was $44,804 which was determined using the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 10 years; a dividend yield rate of 0%; and a risk-free interest rate of 1.81%.

10. DESCRIPTION OF THE SECURITIES

10.1 Description of the Securities

Authorized Share Capital

The Issuer's authorized share capital consists of an unlimited number of common shares. As at the date of this Listing Statement the outstanding capital of the Issuer consists of 28,919,700 common shares, and 50,000 stock options. .

Common Shares

Holders of Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of the Issuer and to receive all notices and other documents required to be sent to shareholders in accordance with the Issuer's articles, corporate law and the rules of any applicable stock exchange. On a poll, every shareholder has one vote for each Common Share. The holders of Common Shares are entitled to dividends if, as and when declared by the Board and, upon the liquidation, dissolution or winding-up of its affairs or other distribution of its assets for the purpose of winding-up its affairs, to receive, on a pro rata basis, all of the remaining assets of the Issuer. The Common Shares do not carry any preemptive, subscription, redemption or conversion rights, nor do they contain any sinking fund or purchase fund provisions.

Warrants

The Issuer has no outstanding warrant as at the date of this Listing Statement.

Options

See Item 9 –Options to Purchase Securities.

10.2 Debt Securities

The Issuer has no debt securities that are being listed on the CSE.

10.3 Other Securities

Other than the Common Shares, the Issuer has no other securities that are being listed on the CSE.

10.4 Modification of Terms

The rights attaching to the Common Shares can only be modified by the affirmative vote of at least twothirds of the votes cast at a meeting of shareholders called for that purpose.

10.5 Other Attributes

Other than described in "Description of the Securities" there are no other attributes attached to the Common Shares.

10.6 Prior Sales

The Issuer has issued no securities within 12 months prior to the date of this Listing Statement:

10.7 Stock Exchange Price

The Issuer's Common Shares were listed on the TSX-V from November 10, 2017 until immediately prior to listing on the CSE. The Issuer's trading symbol is "MEDI". The following table sets out the high and low trading price and volume of trading of the Common Shares on the TSX-V during the last 12 months:

Period	High ($)*	Low ($)*	Volume*
August 2020	0.6400	0.6400	500
July 2020	0.4200	0.2700	21,400
June 2020	0.8000	0.5000	11,800
April 2020	1.6000	0.5000	7,800
March 2020	1.6000	1.6000	-
February 2020	1.6000	1.6000	-
January 2020	2.5000	1.6000	52,000
December 2019	5.5000	2.5000	500-
November 2019	5.5000	5.5000	-

Period	High ($)*	Low ($)*	Volume*
October 2019	6.8000	5.5000	100
September 2019	6.9000	6.8000	100

Notes:

* On July 23, 2020 the Issuer completed a consolidation of its issued and outstanding common shares on the basis of ten pre-consolidation shares for one post-consolidated share (the "Consolidation"). Prior to the Consolidation, the Issuer had 289,197,000 common shares issued and outstanding. Following completion of the Consolidation, the Issuer had 28,919,700 common shares issued and outstanding. Information presented in the above table is presented on a post-Consolidation basis.

11. ESCROWED SECURITIES

In connection with the former listing of the Issuer's Common Shares on the TSX-V, Principals of the Issuer entered into an escrow agreement dated September 14, 2017 (the "Escrow Agreement") pursuant to the requirements of National Policy 46-201 – Escrow for Initial Public Offerings ("NP 46-201"). Escrow releases are scheduled at periods specified in NP 46-201 for emerging issuers, that is, 10% were released the listing date (September 7, 2018) followed by six subsequent releases of 15% every six months thereafter. The form of the escrow agreement is provided in NP 46-201 and a copy of the Escrow Agreement is available under the Issuer's profile on SEDAR at www.sedar.com.

On April 16, 2019, 180,000 shares held in escrow were cancelled. As at the date of this Listing Statement there were 270,000 shares held in escrow remaining. The table below includes the details of escrowed securities that are held by Principals of the Issuer as at the date of this Listing Statement:

Name ofSecurityholder	Designation ofClass Held inEscrow	Number ofSecurities Held inEscrow	Percentage ofClass(1)
Kwang MengAlvin Tan(2)	Common Shares	270,000	<1%

Notes:

(1) The total issued and outstanding Common Shares is 28,919,700 on an undiluted basis.

(2) Alvin Tan served as a Director of the Issuer from September 7, 2018 to May 27, 2020

12. PRINCIPAL SHAREHOLDERS

To the knowledge of the directors and officers of Myconic, as at the date hereof, the following Persons are anticipated to own, as of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of the voting securities of the Issuer:

Name of RelatedPersons orpromoters	Number of Shares Beneficially Owned or Overwhich Control or Direction is Exercised	Percentage ofShares(1)
Infinity PureLimitedTaipei, Taiwan	4,200,000	15.65%
Joy Hope GroupLimitedHong Kong	5,040,000	18.79%
Total	9,240,000	34.44%

Notes:

(1) Calculated based on a total aggregate issued and outstanding Common Shares of 28,919,700 on an undiluted basis.

13. DIRECTORS AND OFFICERS OF THE ISSUER

13.1 Directors and Executive Officers of the Issuer

The board of directors of the Issuer is composed of four members, as set out below.

The name, municipality of residence, position or office held with the Issuer and principal occupation of each director and executive officer of the Issuer, as well as the number of voting securities beneficially owned, directly or indirectly, or over which each exercises control or direction, excluding common shares issued on the exercise of convertible securities, are as follows:

Name, place ofresidence and positionwith Issuer	Principal occupationduring the last five years	Date ofAppointment asdirector or officer	Common SharesBeneficially Owned,Directly orIndirectly orControlled orDirected as of theDate of the ListingStatement(1)
Robert MeisterNorth Vancouver, BC,CEO and Director	See Management Details	March 24, 2017(CEO andDirector)	Nil(2)
Peter NguyenVancouver, BCCFO and Director	See Management Details	May 26, 2020(CFO)July 16, 2019(Director)	Nil
James HenningWhite Rock, BCDirector	See Management Details	May 26, 2020	Nil
Natasha RaeyVancouver, BCDirector	See Management Details	September ●,2020	Nil

Notes:

• (1) Calculated based on a total aggregate issued and outstanding Common Shares of28,919,700 on an undiluted basis.
• (2) Mr. Meister is entitled to purchase 50,000 common shares pursuant to the exercise of stock options at $0.25 per share until November 9, 2027.

13.2 Period of Service of Directors

Each director will hold office until the conclusion of the next annual meeting of the Issuer, or if no director is then elected, until a successor is elected.

13.3 Directors and Executive Officers Common Share Ownership

The directors and executive officers of the Issuer, directly or indirectly, beneficially own or exercise control or direction over 50,000 Common Shares, representing less than 1% of the issued and outstanding common shares of the Issuer, on an undiluted basis.

13.4 Committees

The Issuer has an audit committee consisting of James Henning (Chair of the Audit Committee), Robert Meister, and Natasha Raey, each of whom is a director and financially literate in accordance with National Instrument 52-110 Audit Committees ("NI 52-110"). Mr. Henning and Ms. Raey are independent, as defined under NI 52-110, while, Mr. Meister is not deemed independent by virtue of his position as CEO. The mandate of the Audit Committee is to assist the Board in discharging its responsibilities with respect to the integrity of the financial statements and the financial reporting process; external and internal audits; compliance with legal and regulatory requirements; internal controls; financial risk management; and disclosure.

The Issuer has an investment committee consisting of Robert Meister (Chair of the Investment Committee), Peter Nguyen and James Henning each of whom is a director and financially literate in accordance with National Instrument 52-110 Audit Committees ("NI 52-110"). Mr. Henning isindependent, as defined under NI 52-110, while Mr. Meister and Mr. Nguyen are not deemed independent by virtue of their respective positions as CEO and CFO.

The Board may from time to time establish additional committees.

13.5 Principal Occupation of Directors and Executive Officers

Information on directors and executive officers' principal occupation is set out in section 13.1 – Directors and Executive Officers of the Issuer.

13.6 Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, no director or officer of the Issuer or a shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer, is, or within 10 years before the date of the Listing Statement has been, a director or officer of any other issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied the other Issuer access to any exemptions under securities law, for a period of more than 30 consecutive days;

• (b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the Issuer being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
• (c) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• (d) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

13.7 Penalties or Sanctions

No director or officer of the Issuer, or a shareholder holding a sufficient number of the Issuer's securities to affect materially the control of the Issuer, has been subject to:

• (e) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
• (f) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13.8 Settlement Agreements

See Item 13.7.

13.9 Personal Bankruptcies

No director or officer of the Issuer or a shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer , or a personal holding company of any such persons has, within the 10 years before the date of the Listing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 the director or officer.

13.10 Conflicts of Interest

The directors of the Issuer are required by law to act honestly and in good faith with a view to the best interests of the Issuer and to disclose any interests, which they may have in any project or opportunity of the Issuer. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his or her interest and abstain from voting on such matter.

To the best of the Issuer's knowledge, there are no known existing or potential conflicts of interest among

the Issuer, directors, officers or other members of management of the Issuer as a result of their outside business interests except that certain directors and officers may serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Issuer and their duties as a director or officer of such other companies. See "Risk Factors".

13.11 Management Details

Details of the directors and management of the Issuer are set out below.

Robert Meister—Director & CEO

Mr. Meister is an experienced Capital Markets Executive that holds a diploma in Marketing Management from the British Columbia Institute of Technology. Mr. Meister brings a unique skill set gained from his experience of working with public and private companies over the past 25 years. His experience and entrepreneurial nature have allowed him to manage and develop numerous business and management activities including all aspects of Business Development, Marketing and Finance at institutional and retail levels in senior officer and executive leadership roles. He is also currently the President and CEO of Huffington Capital Corp., a capital pool company, and CloudBreak Discovery Corp, a company focused on the acquisition and monetization of prospective and underexplored mineral properties. Mr. Meister is also a director of Moovly Media Inc. and Castlebar Capital Corp. Previously, he was a Director, Capital Markets, for NetCents Technology Inc. an online payment processor (May 2015 – Oct 2017) and has been the President, Chief Executive Officer, Secretary and a director of Navy Resources Corp. (May 2011 – Sept 2018) a director of Cameo Cobalt Corp. (Sept 2018 – Dec 2018). Mr. Meister devotes approximately 30% of his time to the Issuer. He is an independent contractor and has not entered into any non-competition or non-disclosure agreements.

Peter Nguyen—CFO and Director

Peter Nguyen is a Chartered Professional Accountant and an alumnus of the University of British Columbia. Mr. Nguyen serves as the CFO of two publicly traded international cannabis corporations and was instrumental in managing the financial operations and the vertically integrated business strategies. In addition, Mr. Nguyen serves as an officer and director of several publicly traded companies in a variety of industries. Mr. Nguyen has more than 10 years of experience in various financial reporting and business strategy positions and has held several senior financial positions for public and private entities where he provide assurance, corporate financing, tax and business advisory services. Mr. Nguyen devotes approximately 15% of his time to the Issuer. He is an independent contractor and has not entered into any non-competition or non-disclosure agreements.

James Henning—Director.

James Henning is a Chartered Accountant and the founder and president of Corpfinance Advisors Inc. since 1984. Mr. Henning has solid expertise and practical experience in valuating businesses in a broad range of industries. He has assisted companies in financing, public offerings and restructuring. Areas of expertise include retail cannabis, manufacturing, telecommunications, software, biomedical, oil and gas services, and renewable energy industries. Mr. Henning has served as a Chief Financial Officer and director for a number of TSX Venture Exchange and Canadian Securities Exchange listed companies over the past several years. Mr. Henning expects to devote 10% of his time to the Issuer. He is an independent contractor and has not entered into any non-competition or non-disclosure agreements.

Natasha Raey—Director

Natasha Raey is a serial entrepreneur and consultant whose current work is focused on the healthcare, cannabis, and wellness industries. Ms. Raey has managed the planning and development of large scale health centres in both Vancouver and Toronto. In 2017, she opened Cadence Health Centre, a team based multi-disciplinary health centre and pharmacy in downtown Toronto. In 2014, she co-founded SheTalks Global, an annual speaker series and conference showcasing influential women in diverse fields. Most recently, in 2019, Ms. Raey founded Bloom & Elix, an enterprise developing wellness and brain health supplements for women. She also serves as an independent business, marketing and public relations consultant for a number of social enterprises, public institutions and non-government organizations. Ms. Raey holds a Masters of Health Administration from The University of British Columbia, and BSc Molecular Biology and Biochemistry (Honors) from Simon Fraser University. Ms. Raey expects to devote 10% of her time to the Issuer. She is an independent contractor and has not entered into any non-competition or non-disclosure agreements.

14. CAPITALIZATION

14.1 Class of Securities Issued Capital

The information in this section is presented on a post-Consolidation basis:

	Number ofSecurities (nondiluted)	Number ofSecurities(fully-diluted)	% of Issued(non-diluted)	% of Issued(fully diluted)
Public Float
Total outstanding(A)	28,919,700	28,969,700	100%	100%
Held by Related Persons oremployees of the Issuer orRelated Person of the Issuer,or by persons or companieswho beneficially own orcontrol, directly or indirectly,more than a 5% votingposition in the Issuer (or whowould beneficially own orcontrol, directly or indirectly,more than a 5% votingposition in the Issuer uponexercise or conversion of othersecurities held) (B)	14,200,000	14,250,000	49,10270%	49,18%
Total Public Float (A-B)	14,719,700	14,719,700	50,89%	50.81%
Freely-Tradeable Float
Number of outstandingsecurities subject to resalerestrictions, including	270,000	270,000	0.93%	0.93%

restrictions imposed by
pooling or other arrangements
or in a shareholder agreement
and securities held by control
block holders (C)
Total Tradeable Float (A-C)	28,649,700	28,699,700	99.06	99.06

Public Securityholders (Registered)

Size of Holding	Number of Holders	Total number of Securities
1 –99 securities	-	-
100 –499 securities	90	9,100
500 –999 securities	-	-
1,000–1,999securities	-	-
2,000–2,999securities	-	-
3,000–3,999securities	-	-
4,000–4,999securities	-	-
5,000ormoresecurities	8	5,420,000
TOTAL	98	5,429,100

Public Securityholders (Beneficial)

Class of Security

Size of Holding	Number of holders	Total number of securities
1 –99 securities	97	2,191
100 –499 securities	123	16,450
500 –999 securities	5	2,950
1,000 –1,999 securities	6	6,550
2,000 –2,999 securities	30	62,390
3,000 –3,999 securities	3	10,194
4,000 –4,999 securities	1	4,380
5,000 or more securities	12	13,474,120
Unable to confirm	-	1,140,475
TOTAL	277	14,719,700

Non-Public Securityholders (Registered)

Size of Holding	Number of Holders	Total number of Securities(1)
1 –99securities	-	-
100 –499 securities	-	-
500 –999 securities	-	-
1,000–1,999securities	-	-
2,000–2,999securities	-	-
3,000–3,999securities	-	-
4,000–4,999securities	-	-
5,000ormoresecurities	5	14,200,000
TOTAL	5	14,200,000

Note:

(1) On an undiluted basis.

14.2 Convertible Securities

The following are details for any securities convertible or exchangeable into common shares of the Issuer:

	Description of Security (includeconversion/exercise terms, includingconversion/exercise price)		Number ofconvertible/exchangeable securities	Number of listedsecurities issuable uponconversion/exercise
Exercise Price	Expiry Date	Type ofSecurity	outstanding
$0.25	November 9,2027	Stock Options	50,000	50,000

Notes:

(1) Reflected on a post-Consolidation basis.

14.3 Other Securities

There are no listed securities reserved for issuance other than those set out in section 14.2 – Convertible Securities.

15. EXECUTIVE COMPENSATION

The Board is responsible for the administration of the compensation policies of the Issuer, including compensation policies related to the executive officers. The Issuer does not have a compensation committee. Historically, the Issuer has not had management agreements with its executive officers or directors, nor had the Issuer had any formal objectives, criteria or analysis for determining or assessing compensation. The Issuer expects to enter into management agreements with its key executives as the demands of the Issuer's business increase, thereby requiring increased management involvement. The Issuer further expects to grant bonuses and additional stock options to its executive officers and board members, as compensation will largely be based on an incentive philosophy linked to achieving business results and creating shareholder value. The Issuer expects it will establish a compensation committee with formal objectives and policies, including performance goals and objectives.

During the nine months ended April 30, 2020, and during the year ended July 30, 2019, the Issuer paid the following advisory and consulting fees:

Consulting and Management Fees

	Nine Months endedApril 30, 2020$	Year endedJuly 31, 2019$
Consulting fees paid to Robert Meister, the CEO of the Issuer	$31,500	$22,050
Consulting fees paid to Neonlite Pte. Ltd., a private companycontrolled by Alvin Tan, a former independent director of the Issuer	$9,000	$42,000
Consulting fees paid to 1183877 B.C. Ltd., a private companycontrolled by Peter Nguyen, a director and CFO of the Issuer	$9,450	$1,050
Consulting fees paid to Jason Morton, a former independent directorof the Issuer	-	$33,718
	$49,950	$98,818

16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, officer, employee of the Issuer or any of its subsidiaries or person who acted in such capacity in the last financial year of the Issuer, is, or has been, at any time since the beginning of the most recently completed financial year of the Issuer, indebted to the Issuer or any of its subsidiaries. In addition, no director, officer or employee of the Issuer or person who acted in such capacity in the last financial year of the Issuer, is, or has been, at any time since the beginning of the most recently completed financial year of the Issuer indebted to another entity where such indebtedness is, or has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Issuer or any of its subsidiaries.

17. RISK FACTORS

17.1 Description of Risk Factors

This section discusses factors relating to the business of the Issuer and should be carefully considered by both existing and potential investors. The information in this section is intended to serve as an overview and should not be considered comprehensive. The Issuer may face risks and uncertainties not discussed in this section, or not currently known to the Issuer, or that the Issuer currently deems to be immaterial. All risks to the Issuer's business have the potential to influence its operations in a materially adverse manner. If any of the following risks actually occur, the Issuer's business may be harmed and its financial condition and results of operations may suffer significantly. An investment in the Issuer's shares is speculative and will be subject to certain material risks. Investors should not invest in securities of the Issuer unless they can afford to lose their entire investment.

COVID-19 Outbreak Risks

The Issuer's business, operations and financial condition could be materially adversely affected by public health crises, including epidemics, pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly impacting the global economy, including commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and, to date, has included volatility in financial markets, volatility in commodity prices (including precious metals), significant restrictions on travel, temporary business closures, quarantines, and a general reduction in economic and consumer activity, globally, all of which raise concern about a prolonged global recession. In addition, the COVID-19 outbreak may result in operating, supply chain and project development delays which may have material adverse effects on the operations of third parties in which the Issuer has an interest. Such third party operations may be suspended for precautionary purposes, or due to the imposition of emergency measures or other government action to combat the spread of COVID-19. If the operation or development of one or more third party businesses in which the Issuer holds an interest is suspended, it may have a material adverse impact on the Issuer's results of operations and financial condition, or on the trading price of the Issuer's securities.

Additional pandemic-related risks to Issuer's business and investments include without limitation, the risk of breach of material contracts, employee health, workforce productivity, limitations on travel, the availability of industry experts and personnel, unknown adverse global public health developments, and other factors beyond the Issuer's control, any of which may have a material and adverse effect on the Issuer's business, financial condition, results of operations, and securities.

As at the date of this Listing Statement, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how the Issuer may be affected if the COVID-19 outbreak persists for an extended period of time.

The market price of the Common Shares may experience significant volatility.

Factors such as announcements of quarterly variations in operating results, revenues, costs, changes in financial estimates or other material comments by securities analysts relating to the Issuer, its competitors or the industry in general, announcements by other companies in the industry relating to their operations, strategic initiatives, financial condition or performance or relating to the industry in general, announcements of acquisitions or consolidations involving its portfolio companies, competitors or among the industry in general, as well as market conditions in the various industries in which the Issuer is invested, such as regulatory developments, may have a significant impact on the market price of the Common Shares. Global stock markets and the CSE in particular have, from time to time, experienced extreme price and volume fluctuations, which have often been unrelated to the operations of particular companies. Share prices for many companies have experienced wide fluctuations that have been often unrelated to the operations of the companies themselves. In addition, there can be no assurance that an active trading or liquid market will be sustained for the Common Shares.

Holders of Common Shares are at risk for a substantial loss of capital.

The investments to be made by the Issuer are speculative in nature and holders of Common Shares could experience a loss of all or substantially all of their investment in the Issuer. There can be no assurance that the Issuer will be able to make and realize investments or generate positive returns. There can also be no assurance that the returns generated, if any, will be commensurate with the risks of investing in the types of investments contemplated by the Issuer's investment objectives. Therefore, an investment in the Issuer should only be considered by persons who can afford a loss of their entire investment.

The Issuer will require additional capital, which may not be available to it when required on attractive terms, or at all.

The Issuer has no history of earnings and, due to the nature of its business, there can be no assurance that the Issuer will be profitable. The Issuer's investments will in all likelihood not generate current income and the ultimate returns even from a successful investment are long term. The only reliable source of funds available to the Issuer beyond its cash reserves is t the sale of its securities. The Issuer may not have sufficient funds to continue its operations until its investment returns are received. While the Issuer may generate additional working capital through further equity offerings, there is no assurance that the capital markets will be accessible to the Issuer when needed on advantageous terms or at all. At present it is impossible to determine what amounts of additional funds, if any, the Issuer may require.

The market for investment opportunities is highly competitive.

The Issuer will compete with a large number of other investors focused on similar investments. Competitors may have a lower cost of funds and may have access to funding sources that are not available to the Issuer. In addition, certain competitors of the Issuer may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships and build their respective market shares. As a result of this competition, there can be no assurance that the Issuer will be able to locate suitable investment opportunities, acquire such investments on acceptable terms, or achieve an acceptable rate of return on the investments it does make. The competitive pressures faced by the Issuer may have a material adverse effect on its activities, financial condition, and results of operations.

Competition may curtail the Issuer's ability to follow its investment policy.

The competition the Issuer faces from other larger or more flexible capital providers may limit the Issuer's opportunities to obtain its desired investments. As a result, the Issuer may be required to invest otherwise than in accordance with the Investment Policy and strategy in order to meet its investment objectives. If the Issuer is required to invest other than in accordance with the Investment Policy and the Issuer's strategies, its ability to achieve its desired rates of return on its investments may be adversely affected.

Conflicts of interest may arise between the Issuer and its directors and management.

The directors and officers of the Issuer will not be devoting all of their time to the affairs of the Issuer. The directors and officers of the Issuer are directors and officers of other companies, some of which will be in similar businesses as those of the Issuer. The directors and officers of the Issuer are required by law to act in the best interests of the Issuer. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Issuer may result in a breach of their obligations to the other companies, and in certain circumstances this could expose the Issuer to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligations to act in the best interests of the Issuer. Such conflicting legal obligations may expose the Issuer to liability to others and impair its ability to achieve its business objectives.

Due diligence investigations may not identify all facts necessary or helpful in evaluating an investment opportunity and will not necessarily result in the investment being successful.

The due diligence process undertaken by the Issuer in connection with investments that it makes or wishes to make may not reveal all relevant facts in connection with an investment. Before making investments, the Issuer will conduct due diligence investigations that it deems reasonable and appropriate based on the facts and circumstances of each investment. When conducting due diligence investigations, the Issuer may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. When conducting due diligence investigations and making an assessment regarding an investment, the Issuer will rely on resources available, including information provided by the target of the investment and, in some circumstances, third party investigations. Because the Issuer seeks investments in new areas, the investments it considers may have limited track records which make assessments more difficult and speculative. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process to varying extents depending on the type of investment. The due diligence investigations that are carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful to evaluate the investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful.

The realization of returns from the Issuer's investment activities is a long-term proposition.

Some investments made or that may be made by the Issuer are not expected to generate current income. Therefore, the return of capital to the Issuer and the realization of gains, if any, from the Issuer's investments will generally occur only upon the partial or complete realization or disposition of the investment. While an investment of the Issuer may be realized or disposed of at any time, it is generally expected that the ultimate realization or disposition of most of the Issuer's investments will not occur for one to three years and possibly longer after an investment is made.

The Issuer's investments will frequently be illiquid and difficult to value, and the Issuer may not be able to exit the investment on its intended timetable.

Some of the Issuer's investments will be in private businesses, which are highly illiquid and may be difficult to value. Accordingly, there can be no assurance that the Issuer will be able to realize on its investments in a timely manner or at all. If the Issuer is required to liquidate all or a portion of its portfolio investments quickly, it may realize significantly less than its invested capital. While private portfolio businesses may seek to list their securities on a stock exchange as a means of creating liquidity for investors, there can be no assurance that a stock exchange listing will provide a viable exit mechanism, if trading volumes and stock prices are low at the time of intended disposition.

The Issuer may hold a limited number of investments at any one time and will suffer from a lack of diversification.

The Issuer may own relatively few investments and does not have any specific limits on investments in businesses in any one industry or size of business. Consequently, the Issuer's aggregate returns may be significantly adversely affected if one or more significant investments perform poorly or if the Issuer needs to write-down the value of any one significant investment. Also, the Issuer's investments may be more susceptible to fluctuations in value resulting from adverse economic conditions affecting a particular industry or segment of business in which it invests than would be the case if the Issuer were required to satisfy certain investment guidelines relating to business diversification.

Financial market fluctuations may have a material adverse effect on the Issuer's investments in both private and public companies.

The Issuer intends to invest in both private businesses and publicly traded businesses. With respect to publicly traded businesses, fluctuations in the market prices of their securities may negatively affect the value of those investments. In addition, general instability in the public securities markets may impede the ability of businesses to raise additional capital through selling new securities, thereby limiting the Issuer's investment options with regard to a particular portfolio investment.

Holding control or exercising significant influence over an investment exposes the Issuer to additional risk.

Although the Issuer may make minority investments, it generally intends at least initially, subject to compliance with applicable law, to make investments that allow the Issuer to exercise significant influence over management and the strategic direction of a business. The exercise of control over a business imposes additional risks of liability in which the limited liability characteristic of business operations may be ignored. The exercise of control over an investment could expose the assets of the Issuer to claims by such businesses, their shareholders and their creditors. While the Issuer intends to manage its investments in a manner that will minimize the exposure to these risks, the possibility of successful claims cannot be precluded.

Taking minority positions in investments may limit the ability of the Issuer to safeguard its investment.

The Issuer may make minority equity investments in businesses in which the Issuer does not participate in the management or otherwise control the business or affairs of such businesses. The Issuer will monitor the performance of each investment and maintain an ongoing dialogue with each business's management team. However, it will be primarily the responsibility of the management of the business to operate the business on a day-to-day basis and the Issuer may not have the right to control the business.

The Issuer may be called upon to make follow-on investments in an existing investment and the Issuer's failure to participate may have a negative adverse effect on the existing investment.

Following the initial investment in a business, the Issuer may be called upon to provide additional funds or have the opportunity to increase its investment in a business through the exercise of a warrant or other right to purchase securities or to fund additional investments through the business. There is no assurance that the Issuer will have sufficient funds to make any follow-on investment. Even if the Issuer has sufficient capital to make a proposed follow- on investment, the Issuer may elect not to make the follow-on investment for a variety of reasons relevant to its own business. Any decision by the Issuer not to make a follow-on investment or its inability to make a follow-on investment may have a negative impact on the portfolio business in need of the follow-on investment, may result in a missed opportunity for the Issuer to increase its participation in a successful operation, or may reduce the expected return on the investment.

The Issuer may make bridge financings from time to time, which if not converted as intended may expose the Issuer to unintended risk.

From time to time, the Issuer may lend money to businesses on a short-term, unsecured basis in anticipation of converting the loan in future into equity or long-term debt securities. It is possible, however, for reasons not always in the Issuer's control, that the replacement securities may not be issued and the bridge loans may remain outstanding. In such a case, the interest rate on the bridge loan may not adequately reflect the risk associated with the unsecured Issuer's investment objective for the specific business.

The Issuer is largely dependent upon its board and management for its success.

The Issuer's business is akin to a blind pool, in that the Issuer intends to use its capital to invest in various businesses or business interests, but all the targets have not yet been determined. Investors are relying on the ability of the Board and management to identify, analyze and acquire appropriate investment opportunities. In particular, investors have to rely on the discretion and ability of management in determining the composition of the portfolio of investments, and in negotiating the pricing and other terms of the agreements leading to the acquisition of investments. The ability of management to successfully implement the Issuer's business strategy will depend in large part on the continued employment of qualified individuals and consultants. If the Issuer loses the services of one or more of these individuals and consultants, the business, financial condition and results of operations of the Issuer may be materially adversely affected. There is no assurance the Issuer can maintain the services of its directors, officers or other qualified personnel required to operate its business.

The Issuer has a limited operating history and a history of net losses, and may not achieve or maintain profitability in the future.

The Issuer generated a net loss of $6,578,929 and $287,151 for the years ended July 31, 2019 and 2018, respectively. The Issuer's accumulated deficit as of April 30, 2020 was $6,435,589. The Issuer intends to continue to expend significant funds to develop its business. As the Issuer grows, the Issuer expects the aggregate amount of these expenses will also continue to grow.

The Issuer's efforts to grow the business may be more costly than expected and the Issuer may not be able to increase its revenue enough to offset higher operating expenses. The Issuer may incur significant losses in the future for a number of reasons, including as a result of unforeseen expenses, difficulties, complications and delays, the other risks described in this document and in the Issuer's public disclosure record and other unknown events. The amount of future net losses will depend, in part, on the growth of the Issuer's future expenses and its ability to generate revenue. If the Issuer continues to incur losses in the future, the net losses and negative cash flows incurred to date, together with any such future losses, will have a material adverse effect on the Issuer's stockholders' equity and working capital. Because of the numerous risks and uncertainties associated with the Issuer's diverse investments, the Issuer is unable to accurately predict when, or if, it will be able to achieve profitability. Even if the Issuer achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. If the Issuer is unable to achieve and sustain profitability, the market price of the Common Shares may significantly decrease and the Issuer's ability to raise capital, expand its business or continue operations may be impaired. A decline in the Issuer's value may also cause investors to lose all or part of their investment.

The Issuer may be unable to attract or retain key personnel with sufficient experience in the investment industry, and the Issuer may be unable to attract, develop and retain additional employees required for the Issuer's development and future success.

The Issuer's success is largely dependent on the performance of its board and management team. Qualified individuals are in high demand, and the Issuer may incur significant costs to attract and retain them. The loss of the services of any key personnel, or an inability to attract other suitably qualified persons when needed, could prevent the Issuer from executing on its business plan and strategy, and the Issuer may be unable to find adequate replacements on a timely basis, or at all. The Issuer does not currently maintain key-person insurance on the lives of any of the Issuer's key personnel.

The Issuer may not be able to secure adequate or reliable sources of funding required to operate its business.

The continued development of the Issuer's business will require additional financing and there is no assurance that the Issuer will obtain the financing necessary to be able to achieve its business objectives. The Issuer's ability to obtain additional financing will depend on investor demand, the Issuer's performance and reputation, market conditions and other factors. The Issuer's inability to raise such capital could result in the delay or indefinite postponement of the Issuer's current business and investment objectives or in its inability to continue to carry on its business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Issuer.

In addition, from time to time, the Issuer may enter into transactions to acquire assets or make investments. The Issuer's continued growth may be financed, wholly or partially, with debt, which may increase the Issuer's debt levels. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions. Debt financings may also contain provisions that, if breached, may entitle lenders or their agents to accelerate repayment of loans or realize upon security over the Issuer's assets, and there is no assurance that the Issuer would be able to repay such loans in such an event or prevent the enforcement of security granted pursuant to any such debt financing.

Tax and accounting requirements may change in ways that are unforeseen to the Issuer and the Issuer may face difficulty or be unable to implement or comply with any such changes.

The Issuer is subject to numerous tax and accounting requirements, and changes in existing accounting or taxation rules or practices, or varying interpretations of current rules or practices, could have a significant adverse effect on the Issuer's financial results, or the manner in which the Issuer conducts its business. The Issuer currently has international operations and plans to expand such operations in the future. These operations, and any expansion thereto, will require the Issuer to comply with the tax laws and regulations of multiple jurisdictions, which may vary substantially. Complying with the tax laws of these jurisdictions can be time consuming and expensive and could potentially subject the Issuer to penalties and fees in the future if the Issuer were to fail to comply.

The Issuer may not be able to successfully identify and execute future transactions or to successfully manage the impacts of such transactions on the Issuer's operations.

Material acquisitions, dispositions, investments and other strategic transactions involve a number of risks, including: (i) the potential disruption of the Issuer's ongoing business; (ii) the distraction of management away from the ongoing oversight of the Issuer's existing business activities; (iii) incurring additional indebtedness; (iv) the anticipated benefits and cost savings of those transactions not being realized fully, or at all, or taking longer to realize than anticipated; (v) an increase in the scope and complexity of the Issuer's operations; and (vi) the loss or reduction of control over certain of the Issuer's assets.

The existence of one or more material liabilities of a company that are unknown to the Issuer at the time of acquisition or investment could result in the Issuer incurring the liabilities under the acquisition, or not realizing the expected benefits of such investment. A strategic transaction may result in a significant change in the nature of the Issuer's business, operations and strategy, and the Issuer may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into its operations.

The Issuer incurs increased costs as a result of operating as a public company and the Issuer's management will be required to devote substantial time to compliance.

The Issuer is a public company and incurs significant legal, accounting and other expenses. In addition, securities laws and regulations and stock exchanges rules and polices impose various requirements on public companies, including requirements to file annual, quarterly and event-driven reports with respect to the Issuer's business and financial condition and operations and to establish and maintain effective disclosure and financial controls and corporate governance practices. The Issuer's management and other personnel have limited experience operating a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective internal controls over financial reporting and disclosure controls and procedures necessary to ensure timely and accurate reporting of operational and financial results. The Issuer's existing management team will need to devote a substantial amount of time to these matters, and may need to hire additional personnel to assist the Issuer with complying with these requirements. Moreover, these rules and regulations will increase the Issuer's legal and financial compliance costs and will make some activities more time consuming and costly.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some public company required activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Issuer intends to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and divert management's time and attention from revenue generating activities to compliance activities. If the Issuer's efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against the Issuer and its business may be harmed.

Being a public company and complying with applicable rules and regulations will make it more expensive for the Issuer to obtain director and officer liability insurance, and the Issuer will incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Issuer to attract and retain qualified executive officers and board members.

Management may not be able to successfully implement adequate internal controls over financial reporting.

Proper internal control systems and disclosure are critical to the operation of a public company. However, the Issuer does not expect that its internal controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If the Issuer cannot provide reliable financial reports or prevent fraud, the Issuer's reputation and operating results could be materially adversely affected, which could cause investors to lose confidence in the Issuer and its reported financial information, which in turn could result in a reduction in the value of the Common Shares.

Tax Issues

Income tax consequences in relation to the Common Shares will vary according to the circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisors.

Corporate Matters

To date, the Issuer has not paid any dividends on its Common Shares and does not anticipate the payment of any dividends on its Common Shares for the foreseeable future. Certain of the directors and officers of the Issuer are also directors and officers of other companies involved in the investment industry and conflicts of interest may arise between their duties as officers and directors of the Issuer and as officers and directors of such other companies.

18. PROMOTERS

Robert Meister, the CEO and a Director of the Issuer, is considered a promoter of the Issuer as he was

instrumental in the founding and organization of the business of the Issuer. Mr. Meister does not beneficially own, control or direct any issued and outstanding Common Shares as of the date of this Listing Statement. Mr. Meister holds options to purchase 50,000 common shares of the Issuer exercisable at $0.25 per share until November 9, 2027, representing 0.17% of the Issuer's common shares on a fully diluted basis.

19. LEGAL PROCEEDINGS

On September 7, 2018, the Issuer acquired unsecured convertible debentures of South Korea based Fourth-Link, Inc. having a face value of 2.5 billion South Korean Won in exchange for 16,800,000 common shares of the Issuer, with a fair value of $4,740,476. On February 2, 2020 the Fourth-Link convertible debentures in the aggregate principal amount of 2.5 Billion KRW (CAD $2,880,000) reached maturity. The debentures are unsecured, and bear interest at 4% per annum payable every 3 months, and may be converted into common stock of Fourth-Link at any time from March 3, 2018 to maturity at a conversion price of 1,532 KRW per common share. The fair value of the investment on initial recognition was $4,740,476, which was based on the quoted market price of Fourth-Link's shares on the closing date. The Issuer is pursuing legal action against Fourth-Link for the redemption of the debentures since Fourth-Link was delisted from the KOSDAQ and the Issuer is unable to convert its shares. Due to the uncertainty of the Issuer's ability to recover any value from the debentures, the investment was written off, resulting in a loss of $4,740,476.

Other than the above described legal action, there are no legal proceedings, penalties or sanctions to which the Issuer or any of its subsidiaries is, or has been, a party or of which any of its property is, or has been, the subject matter. Additionally, to the reasonable knowledge of the management of the Issuer, there are no such proceedings contemplated. Further, the Issuer has not entered into any settlement agreements during that time. (see General Development of the Business).

20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or executive officer of the Issuer or a person or company that is the direct or indirect beneficial owner of, or who exercises control or direction over, more than 10% of any class or series of the Issuer's outstanding voting securities, nor any of their respective associates or affiliates have any material interest, direct or indirect, in any transaction within the last three years before the date of this Listing Statement, or in any proposed transaction, that has materially affected or will materially affect the Issuer or a subsidiary of the Issuer.

21. AUDITORS, TRANSFER AGENTS AND REGISTRARS

21.1 Auditors

The auditors of the Issuer are Dale Matheson Carr-Hilton Labonte, with an office address of 1140 W Pender St #1500-1700, Vancouver, BC V6E 4G1.

21.2 Registrar and Transfer Agent

The Issuer's registrar and transfer agent, Computershare Trust Company of Canada, with an office address of 510 Burrard St, 3rd Floor, Vancouver, BC V6C 3B9.

22. MATERIAL CONTRACTS

On June 1, 2020, the Issuer entered into a management agreement (the "Management Agreement") with Partum Advisory Services Corp. ("Partum") of Suite 810 – 789 West Pender Street, Vancouver, British Columbia, V6C 1H2 to provide certain corporate, accounting and administrative services to the Company in accordance with the terms of the Management Agreement for a monthly fee of $5,000 plus applicable taxes and reimbursement of all out-of-pocket expenses incurred on behalf of the Company. The Management Contract is for an initial term of 12 months, to be automatically renewed for further 12-month periods, unless either party gives 90 days' notice of non-renewal, in which case the Management Agreement will terminate. The Management Agreement can be terminated by either party on 90 days' written notice. It can also be terminated by the Issuer for cause without prior notice or upon the mutual consent in writing of both parties. If there is a take-over or change of control of the Issuer resulting in the termination of the Management Agreement, Partum is entitled to receive an amount equal to six months of fees payable as a lump sum payment due on the day after the termination date.

23. INTEREST OF EXPERTS

The Auditors audited the Annual Financial Statements and is independent within the meaning of the CPA Code of Professional Conduct of British Columbia. Based on information provided by the Auditors, the Auditors have not received nor will receive the direct or indirect interests in the property of the Issuer. The Auditors nor any of the directors, officers, employees and partners thereof, beneficially own, directly or indirectly, any securities of the Issuer or its associates and affiliates.

Dale Matheson Carr-Hilton Labonte audited the Issuer's Financial Statements and are independent within the meaning of the CPA Code of Professional Conduct of British Columbia. Based on information provided by Dale Matheson Carr-Hilton Labonte has not received nor will receive the direct or indirect interests in the property of the Issuer. Dale Matheson Carr-Hilton Labonte nor any of the directors, officers, employees and partners thereof, beneficially own, directly or indirectly, any securities of the Issuer or its associates and affiliates.

24. OTHER MATERIAL FACTS

The Issuer is not aware of any other material facts relating to the Issuer or its securities that are not disclosed under the preceding items and are necessary in order for this Listing Statement to contain full, true and plain disclosure of all material facts relating to the Issuer and its securities.

25. FINANCIAL STATEMENTS

25.1 Financial Statements

Copies of the Annual Financial Statements and Interim Financial Statements previously filed with applicable securities commissions are available on the Issuer's SEDAR profile at www.sedar.com and are incorporated into this Listing Statement as Schedules "A" and "B", respectively.

25.2 Re-Qualifying Issuer

Not applicable

CERTIFICATE OF MYCONIC CAPITAL CORP.

Pursuant to a resolution duly passed by the board of directors of Myconic Capital Corp. ("Myconic"), hereby applies for the listing of the above mentioned securities on the Canadian Securities Exchange. The foregoing contains full, true and plain disclosure of all material information relating to Myconic. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at Vancouver, British Columbia this 29th day of October, 2020.

Robert Meister (Signed) Peter Nguyen (Signed) ROBERT MEISTER CEO, DIRECTOR

PETER NGUYEN CFO, DIRECTOR

NATASHA RAEY JAMES HENNING DIRECTOR DIRECTOR

Natasha Raey (Signed) James Henning (Signed)

Robert Meister (Signed) ROBERT MEISTER PROMOTER

SCHEDULE "A" – ANNUAL FINANCIAL STATEMENTS

(see attached)

Financial Statements

July 31, 2019

Presented in Canadian dollars

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Auralite Investments Inc.

Opinion

We have audited the financial statements of Auralite Investments Inc. (the "Company"), which comprise the statements of financial position as at July 31, 2019 and 2018, and the statements of 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 Company as at July 31, 2019 and 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 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 indicates that a material uncertainty exists 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

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 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.

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 Barry Hartley*.*

DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

November 28, 2019

Statements of Financial Position (Expressed in Canadian dollars)

	Note	July 31, 2019	July 31, 2018
Assets
Current Assets
Cash		$3,189,070	$2,117,855
Restricted cash	7	115,000	-
Prepaid expense		30,775	-
Investments	3	397,000	-
Total Assets		$3,731,845	$2,117,855
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities		$17,055	$38,663
Total liabilities		17,055	38,663
Shareholders' equity
Share capital	4	10,525,899	2,347,309
Share payment reserve	4	11,241	48,957
Deficit		(6,822,350)	(317,074)
Total shareholders' equity		3,714,790	2,079,192
Total liabilities and shareholders' equity		$3,731,845	$2,117,855

Nature and Continuance of Operations (Note 1)

Commitment (Note 10)

Statements of Comprehensive Loss (Expressed in Canadian dollars)

		Year Ended	Year Ended
	Note	July 31, 2019	July 31, 2018
Expenses
General and administrative		$135,740	$42,377
Consulting	11	218,091	23,976
Transfer agent and filing fees		155,380	67,755
Stock based compensation	4	-	44,804
Professional fees		95,603	108,239
		(604,814)	(287,151)
Other Items
Interest income		20,116	-
Impairment of investment	3	(1,253,000)	-
Loss on debt securities	3	(4,740,476)	-
Loss on foreign currency		(755)	-
Net and comprehensive loss		$(6,578,929)	$(287,151)
Weighted average number of outstanding shares		262,668,419	59,280,152
Basic and diluted loss per share		$(0.03)	$(0.00)

Statements of Changes in Shareholders' Equity (Expressed in Canadian dollars)

		haSre	iCap	lta
					haSre	Patymen				lTota
	Note	beNumr		Amtoun	Re	serve		ficiDet	haS	holde'rers
lanlyBaJu31,2017ce,		8,000,000	$	100,000	$	-	$	()29,923	$	70,077
hadfoh,fSississt otsresuer casneuancecos	4	92,000,000		2,236,264		97,11		-		2,23344,7
hadf wSissisetsresueonexercoarran	4	285,000		10,883		()3,758		-		7,125
kbaSdiototcsecompensan	4	-		-		44,804		-		44,804
dhelosNeivet ancomprenss		-		-		-		()287,151		()287,151
lanlyBaJu31,2018ce,		100,280005,	$	2,343097,	$	48,957	$	()31047,7	$	2,09,1927
lanlyBaJu31,2018ce,		100,285,000	$	2,347,309	$	48,957	$	()317,074	$	2,079,192
hadfoh,fSississt otsresuer casneuancecos	4	22,400,000		3,500,000		-		-		3,500,000
hadfobledebeSissitturesuer convernre	3,4,8	168,000,000		4,740,476		-		-		4,740,476
f wShaissdisetsresueonexercoarran	4	32,0001		911,14		()34,11		-		807,1
f sk oExiraioiottotpn ocpns	4			-		()33,603		33,603		-
haf shaRepurcseores	4	()1,800,000		()3,8007		-		40,050		()33,750
dhelosiveNet ancomprenss				-		-	(	)6,8,92957		()6,8,92957
lanlyBaJu31,2019ce,		289,197,000	$	10,525,899	$	11,241	$(	)6,822,350	$	3,714,790

Statements of Cash Flows (Expressed in Canadian dollars)

	Year EndedJuly 31, 2019	Year EndedJuly 31, 2018
Cash provided by (used in):
Operating activities
Net loss	$(6,578,929)	$(287,151)
Adjustment for non-cash working capital item:
Impairment of investment	1,253,000	-
Loss on debt securities	4,740,476	-
Stock based compensation	-	44,804
Changes in non-cash working capital item:
Accounts payable	(21,608)	31,997
Prepaid expense	(30,775)	-
Cash used in operating activities	(637,836)	(210,350)
Investing activities
Purchase of investments	(1,650,000)	-
Purchase of term deposit	(115,000)	-
Cash used in investing activities	(1,765,000)	-
Financing activities
Proceeds from issuance of shares, net of issuance costs	3,500,000	2,244,337
Proceeds from exercise of warrants	7,801	7,125
Common shares repurchased for cancellation	(33,750)	-
Cash provided by financing activities	3,474,051	2,251,462
Increase in cash	1,071,215	2,041,112
Cash, beginning	2,117,855	76,743
Cash, ending	$3,189,070	$2,117,855

1. NATURE AND CONTINUANCE OF OPERATIONS

Auralite Investment Inc. (the "Company" or "Auralite") is a publicly listed company incorporated in the Province of British Columbia. The Company's shares are listed on the TSX Venture Exchange ("TSXV") and its head office is located at #340-1917 West 4th Avenue, Vancouver, British Columbia, V6J 1M7. On September 7, 2018, the Company changed its name from Cabernet Capital Corp. to Auralite Investments Inc.

The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSXV as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSXV. As a CPC, the Company's principal business would be to identify, evaluate and acquire assets, properties or businesses which would constitute a qualifying transaction in accordance with Policy 2.4 of the TSXV ("Qualifying Transaction").

Auralite completed its Qualifying Transaction on September 7, 2018 to become a Tier 2 investment issuer under the rules of the TSXV (Note 8). As an investment issuer, the Company measures all investments at fair value, irrespective of its percentage ownership of the investment, with gains or losses recognized in profit and loss (Note 3).

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at July 31, 2019 the Company had not realized gains from its investments and is not able to finance day to day activities through operations. The Company's continuation as a going concern is dependent upon raising the necessary funds through the selling of investments and issuance of equity or debt sufficient to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management believes its working capital will be sufficient to support operations for the next twelve months. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These financial statements of the Company were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB) and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies as set out below were consistently applied to all the periods presented unless otherwise noted.

These financial statements of the Company were approved for issue by the Board of Directors on November 28, 2019.

(b) Basis of presentation

The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Use of estimates and judgments

The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant areas requiring the use of estimates include the recognition of deferred income tax assets. Actual results may differ from these estimates. Significant areas requiring the use of judgment in applying the Company's accounting policies include the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

(i) Fair value of investment in securities not quoted in an active market or private company investments

Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values.

(ii) Share-based payments

The Company uses the Black-Scholes Option Pricing Model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company's shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

(iii) Investment entity

Management has determined that the Company qualifies for the exemption from consolidation given that the Company has the following typical characteristics of an investment entity:

• (a) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
• (b) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
• (c) measures and evaluates the performance of substantially all of its investments on a fair value basis.
• (d) Foreign currency translation

The Company's functional and presentation currency is the Canadian dollar. Transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Gains and losses are included in results of operations.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Financial instruments

i. Financial assets

The Company adopted all of the requirements of IFRS 9 Financial Instruments ("IFRS 9") as of August 1, 2018, on a retroactive basis in accordance with the transitional provisions. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39"). The adoption of IFRS 9 did not result in any change in the carrying values of any of the Company's financial assets on the transition date; therefore, comparative figures have not been restated.

The following table shows the original classification under IAS 39 and the new classification under IFRS 9:

Financial asset/	Original classification	New classification
liability	IAS 39	IFRS 9
Cash	Loans and receivables	Amortized cost
Accounts payable	Amortized cost	Amortized cost

The following is the Company's new accounting policy for financial instruments under IFRS 9:

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit and loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

Subsequent measurement – financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method, less any impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of comprehensive loss. The Company's investments are classified as financial assets at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. Elected investments in equity instruments at FVOCI are subsequently measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Financial instruments (continued)

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 the twelve month expected credit losses. The Company shall recognize in the statements of net (loss) income, 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.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Gains and losses on derecognition are generally recognized in the statement of comprehensive loss. However, gains and losses on derecognition of financial assets classified as FVOCI remain within accumulated other comprehensive income (loss).

ii. Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include accounts payable, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Subsequent measurement – financial liabilities at FVPL

After initial recognition, financial liabilities at FVPL are subsequently measured at the end of each reporting period at fair value. Realized and unrealized gains and losses arising from the changes in fair value are included in statement of comprehensive loss in the period in which they arise.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statements of comprehensive loss.

(f) Share Capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity, net of any tax effects.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Loss per share

Basic loss per share is calculated by dividing net loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is determined by adjusting the net loss attributable to common shares and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares.

(h) Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instrument issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is credited to the share-based payment reserve. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted, shall be based on the number of equity instruments that eventually vest.

(i) Future accounting change

The Company has not early adopted any new standard including any of the consequential amendments thereto which are effective August 1, 2019 and thereafter. The following standard is applicable to future years:

IFRS 16 Leases:

In January 2016, the IASB issued IFRS16 – Leases which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019. This standard will affect the way in which the Company accounts for its operating leases and will increase the related disclosures. The Company's analysis of contracts determined that the adoption of the new standard will result in recognition of a right-of-use asset and lease liability of $80,437.

3. INVESTMENTS

At July 31, 2019 the Company's investment portfolio consisted of two privately-held investments for a total fair value of $397,000.

Share Investments

	EVVO	Champignon	Total
Balance, July 31, 2018	$-	$-	$-
Additions	1,500,000	150,000	1,650,000
Change in fair value	(1,253,000)	-	(1,253,000)
Balance, July 31, 2019	$247,000	$150,000	$397,000

On September 7, 2018, the Company purchased 29,411 shares of EVVO Labs Pte Ltd. ("EVVO") for cash consideration of $1,500,000 (Note 8). At July 31, 2019, the fair value of this investment was $247,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies. The change in fair value of $1,253,000 was recognized a loss in the statement of comprehensive loss.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

3. INVESTMENTS (Continued)

On July 11, 2019, the Company subscribed to 2,000,000 shares of Champignon Brands Inc. ("Champignon") for cash consideration of $150,000. At July 31, 2019, the fair value of this investment was $150,000, which was based on the fair value of recent share subscriptions by Champignon.

Debt Investment

On February 26, 2018, the Company entered into an agreement to purchase convertible debentures with an aggregate principal amount of 2,500,000,000 Korean Wan (CAD $2,880,000) issued by Fourth Link Inc. ("Fourth Link"), a company incorporated under the laws of Korea and quoted on the KOSDAQ board of the Korea Stock Exchange. As consideration, the Company issued 168,000,000 common shares on September 7, 2018 (Notes 4 and 8). The convertible debentures are unsecured, mature on February 3, 2020, bear interest at 4% per annum payable every 3 months, and may be converted into common stock of Fourth Link at any time from March 3, 2018 to maturity at a conversion price of 1,532 Korean Wan per common share. The transaction was approved by the TSXV on September 5, 2018. The fair value of the investment on initial recognition was $4,740,476, which was based on the quoted market price of Fourth Link's shares on the closing date.

The Company is pursuing legal action against Fourth Link for the redemption of the debentures since Fourth Link was delisted from the KOSDAQ and the Company is unable to convert its shares. Due to the uncertainty of the Company's ability to recover any value from the debentures, the investment was written off, resulting in a loss of $4,740,476.

4. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As of July 31, 2019, the Company had 289,197,000 (2018: 100,285,000) common shares outstanding.

Effective January 4, 2019, the Company completed a 4:1 stock split. All share and per share figures in these financial statements have been presented on a post-split basis.

On November 9, 2017, the Company completed its IPO and issued 12,000,000 common shares at $0.025 per share for net proceeds of $255,625 after cash issuance costs. The Company also issued warrants to an agent to acquire 450,000 common shares of the Company at a price of $0.025 per share, expiring November 9, 2019. These agent warrants were determined to have a fair value of $7,911.

On November 30, 2017, 285,000 agent warrants were exercised for proceeds of $7,125. The fair value on grant of $3,758 related to these exercised agent warrants was reclassified from share payment reserve to share capital.

On December 13, 2017, the Company closed a private placement whereby it issued 80,000,000 common shares at $0.025 per share for net proceeds of $1,988,712 after cash issuance costs.

On September 7, 2018, the Company completed its Qualifying Transaction in which it acquired Fourth Link convertible debentures in exchange for 168,000,000 common shares of the Company with a fair value of $4,740,476 (Notes 3 and 8).

In October of 2018, the Company completed a private placement where it issued 22,400,000 common shares for proceeds of $3,500,000.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

4. SHARE CAPITAL (Continued)

On November 27, 2018, the Company issued 24,000 common shares for warrants exercised for proceeds of $600. On December 3, 2018, the Company issued 288,000 common shares for warrants exercised for proceeds of $7,201. The fair value on grant of $4,113 related to these exercised warrants was reclassified from share payment reserve to share capital.

On April 16, 2019, the Company purchased and cancelled 1,800,000 shares from its CEO for total consideration of $33,750 (Note 11). The Company reduced share capital for the average book value of the common shares repurchased of $73,800, and charged deficit for the difference between the consideration paid and the average book value.

At July 31, 2019, there were 4,500,000 shares held in escrow (2018: 2,000,000).

Warrants

The following is a summary of warrants outstanding at July 31, 2019:

Number of Shares	Exercise Price	Expiry Date	Exercisable
3,000	$0.025	November 9, 2019	3,000

As at July 31, 2019 the warrants outstanding had a weighted average exercise price of $0.025 and a weighted average life of 0.28 years. Subsequent to July 31, 2019, these warrants expired unexercised.

Stock Options

The Company has adopted a stock option plan, pursuant to which the board of directors of the Company may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, and technical consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares exercisable for a period of up to five years from the date the common shares are listed on the TSXV. The number of common shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee's position with the Company, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

On November 9, 2017, the Company issued 2,000,000 stock options at a price of $0.025 per share, expiring November 9, 2027. The estimated fair value of the options was $44,804 which was determined using the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 10 years; a dividend yield rate of 0%; and a risk-free interest rate of 1.81%.

During the year ended July 31, 2019, 1,500,000 stock options were cancelled. The estimated fair value of the cancelled stock options was $33,603, which was determined using the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 10 years; a dividend yield rate of 0%; and a risk-free interest rate of 1.81%.The following table summarizes information about stock options outstanding and exercisable at July 31, 2019:

Number of Shares	Exercise Price	Expiry Date	Exercisable
500,000	$0.025	November 9, 2027	500,000

As at July 31, 2019 the options outstanding had a weighted average exercise price of $0.025 and a weighted average life of 8.28 years.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

4. SHARE CAPITAL (Continued)

Share Payment Reserve

The share payment reserve includes stock-based compensation expense related to fair value of stock options granted and also the fair value of warrants issued for services.

5. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values

The fair values of cash, investments and accounts payable approximate their carrying values.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 Inputs that are not based on observable market data.

The following is an analysis of the Company's financial assets measured at fair value as at July 31, 2019 and 2018:

		As at July 31, 2019
	Level 1		Level 2	Level 3
Cash	$3,189,070	$	-	$	-
Restricted cash	115,000		-		-
Share investments	-		397,000		-
	$3,304,070	$	397,000	$	-
		As at July 31, 2018
	Level 1		Level 2	Level 3
Cash	$2,117,855	$	-	$	-

(b) Interest rate

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its restricted cash as these instruments have maturities of one year or less and are therefore exposed to interest rate fluctuations on renewal. A 1% change in the market interest rates would have an impact of the Company's net loss of $1,150.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. Liquidity risk is assessed as high.

(d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's exposure to credit risk is on its cash held in bank accounts and on its investments. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. Credit risk on investments is assessed as high.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

5. FINANCIAL INSTRUMENTS AND RISKS (Continued)

(e) Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to currency risk on its debt investments, which are denominated in South Korean Wan. Foreign exchange risk is assessed as high.

6. CAPITAL MANAGEMENT

The Company's capital structure consists of cash and share capital. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the year. The Company is not subject to externally imposed capital requirements.

7. RESTRICTED CASH

Restricted cash balance of $115,000 as of July 31, 2019 relates to the Company's credit card with a financial institution that requires funds to be held in term deposit.

8. QUALIFYING TRANSACTION

On February 26, 2018, the Company signed definitive agreements for the acquisition of 5% of the issued and outstanding shares of EVVO Labs Pte. Ltd. for $1,500,000 and the acquisition of unsecured convertible debentures of Fourth Link Co. Ltd. with a face value of 2,500,000,000 KRW (South Korean Won) (CAD $2,880,000) in exchange for 168,000,000 shares of the Company's common stock (Notes 3 and 4). These investments constituted the Company's Qualifying Transaction.

On September 7, 2018, the Qualifying Transactions was approved and completed.

9. INCOME TAXES

	Year endedJuly 31, 2019	Year endedJuly 31, 2018
Net loss before income tax	$(6,578,929)	$(287,151)
Statutory tax rate	27%	26%
Expected income tax recovery at the statutory tax rate	(1,776,311)	(74,659)
Non-deductible items and other	1,634,398	(16,530)
Effect of change in tax rates	(3,806)
Change in valuation allowance	145,719	91,189
Deferred Income Tax Asset	$-	$-

At July 31, 2019, the Company had non-capital losses of $868,108 available for carry forward. At July 31, 2019, management considers it is "more likely than not" that these losses will not be utilized and accordingly no deferred income tax asset has been recognized.

Notes to Financial Statements for year ended July 31, 2019 (Expressed in Canadian dollars)

9. INCOME TAXES (Continued)

The temporary differences expire as follows:

	July 31, 2019	July 31, 2018	Expiry
Share issuance costs	$38,144	$50,859	None
Non-capital losses	868,108	329,790	2037-2039
	$906,252	$380,649

10. COMMITMENT

During the year ended July 31, 2018, the Company entered into a rental agreement effective January 31, 2018 in which the Company is to pay $3,000 per month plus GST which increases at a rate of 5% per annum.

The rental agreement term ends January 31, 2022.

11. RELATED PARTY TRANSACTIONS

On April 16, 2019, the Company purchased and cancelled 1,800,000 shares from its CEO for total price of $33,750 (Note 4).

During the year ended July 31, 2019, the Company paid the following advisory and consulting fees:

• $22,050 to Robert Meister, the CEO of the Company;
• $42,000 to Neonlite Pte. Ltd., a consulting company where Alvin Tan, an independent director of the Company is also a director;
• $33,718 to Jason Morton, an independent director of the Company; and
• $1,050 to Peter Nguyen, an independent director of the Company.

Financial Statements

July 31, 2018

Presented in Canadian dollars

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Auralite Investments Inc. (formerly Cabernet Capital Corp.):

We have audited the accompanying financial statements of Auralite Investments Inc., which comprise the statements of financial position as at July 31, 2018 and 2017, and the statements of comprehensive loss, changes in shareholders equity and cash flows for the year ended July 31, 2018 and the period from inception on March 24, 2017 to July 31, 2017, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Auralite Investments Inc. as at July 31, 2018 and 2017, and its financial performance and its cash flows for the year ended July 31, 2018 and the period from inception on March 24, 2017 to July 31, 2017, in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the financial statements which describes certain conditions that indicate the existence of a material uncertainty that may cast significant doubt about Auralite Investments Inc.'s ability to continue as a going concern.

DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada November 14, 2018

Statements of Financial Position (Expressed in Canadian dollars)

	Note	July 31,2018	July 31,2017
Assets
Current assetsCash		$2,117,855	$76,743
Total assets		$2,117,855	$76,743
Liabilities and shareholders' equity
Current liabilitiesAccounts payable		$38,663	$6,666
Shareholders' equity
Share capitalShare payment reserve	33	2,347,30948,957	100,000-
Deficit		(317,074)	(29,923)
Total shareholders' equity		2,079,192	70,077
Total liabilities and shareholders' equity		$2,117,855	$76,743

Nature and Continuance of Operations (Note 1)

Commitment (Note 8)

Subsequent events (Note 9)

Statements of Comprehensive Loss (Expressed in Canadian dollars)

	Note	Year Ended July 31,2018	Period from Inception(March 24, 2017) toJuly 31, 2017
Administrative expenses
General and administrativeConsultingTransfer agent and filing feesStock based compensation (Note 3)Professional fees		$42,37723,97667,75544,804108,239	$1,354-5,000-23,569
Net and comprehensive loss		$(287,151)	$(29,923)
Weighted average number of outstanding shares (Note 3)		14,820,038	-
Basic and diluted loss per share		$(0.02)	$-

Statements of Changes in Shareholders' Equity (Expressed in Canadian dollars)

		Sha	Care	italp
	Note	Nubemr		Amntou	Sha	PantreymeReserve	fDeicit	Tolta	Shaholde'rersEqityu
BalanincionMah24,2017ttceaeprc,		-	$	-	$	-	$-	$	-
Shaissdfohreuer cas		1		1		-	-		1
Callaionf shaissdfohtnceoreuer cas		(1)		(1)		-	-		(1)
Sfohaissdhresuer cas	3	2,000,000		100,000		-	-		100,000
Ned cheivelost anomprenss		-		-		-	(29,923)		(29,923)
BalanJuly31,2017ce,		2,000,000	$	100,000	$	-	$(29,923)	$	0,0777
BalanJuly31,2017ce,		2,000,000	$	100,000	$	-	$()29,923	$	70,077
Shaissdfoh,fisst otsresuer casneuance cos	3	23,000,000		2,236,426		7,911	-		2,244,337
Shaissd oisef wtsresuen exercoarran	3	71,250		10,883		()3,758	-		7,125
Skbad ciontoctseompensa	3	-		-		44,804	-		44,804
Ned cheivelost anomprenss		-		-		-	(287,151)		(287,151)
BalanJuly31,2018ce,		25,071,250	$	2,347,309	$	48,957	$()317,074	$	2,079,192

Statements of Cash Flows (Expressed in Canadian dollars)

	Year Ended July 31,2018	Period from Inception(March 24, 2017) toJuly 31, 2017
Cash provided by (used in):
Operating activities
Net lossAdjustment for non-cash working capital item:	$(287,151)	$(29,923)
Stock based compensation	44,804	-
Changes in non-cash working capital item:
Accounts payable	31,997	6,666
Cash used in operating activities	(210,350)	(23,257)
Financing activities
Proceeds from issuance of shares, net of issuance costs	2,244,337	100,000
Proceeds from exercise of warrants	7,125	-
Cash provided by financing activities	2,251,462	100,000
Increase in cash	2,041,112	76,743
Cash, beginning	76,743	-
Cash, ending	$2,117,855	$76,743

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Auralite Investment Inc. (the "Company") was incorporated in Canada under the British Columbia Business Corporations Act on March 24, 2017 and its head office is located at #340-1917 West 4th Avenue, Vancouver, British Columbia, V6J 1M7. On September 7, 2018, the Company changed its name from Cabernet Capital Corp. to Auralite Investments Inc.

The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSX Venture Exchange ("Exchange") as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the Exchange. As a CPC, the Company's principal business would be to identify, evaluate and acquire assets, properties or businesses which would constitute a qualifying transaction in accordance with Policy 2.4 of the Exchange ("Qualifying Transaction"). A CPC has 24 months from when the shares are listed on the Exchange to complete a Qualifying Transaction. Such a transaction will be subject to shareholder and regulatory approval. Until completion of the Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction. As a CPC, the proceeds raised by the Company from the issuance of share capital 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 sale of securities issued by the Company and $210,000 may be used to cover prescribed costs of issuing common shares or administrative and general expenditures of the Company. These restrictions apply until the completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

The proposed business of the Company and the completion of a Qualifying Transaction involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The financial statements have been prepared on a historical cost basis, modified where applicable. The financial statements are presented in Canadian dollars, which is the Company's functional currency.

The financial statements were approved by the board of directors on November 14, 2018.

(b) Use of estimates and judgments

The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant areas requiring the use of estimates include the recognition of deferred income tax assets. Actual results may differ from these estimates. Significant areas requiring the use of judgment in applying the Company's accounting policies include the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Income taxes

Current income tax

Current income tax assets and liabilities for the current period 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, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the asset and liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(d) Financial instruments

(i) Financial assets

The Company initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risk and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets at fair value through profit or loss

Financial assets are classified as fair value through profit or loss when the financial asset is held for trading or it is designated as fair value through profit or loss. A financial asset is classified as held for trading if: (i) it has been acquired principally for the purpose of selling in the near future; (ii) it is a part of an identified portfolio of financial instruments that the Company manages and has an actual pattern of short-term profit taking; or (iii) it is a derivative that is not designated and effective as a hedging instrument.

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Financial instruments (Continued)

(i) Financial assets (Continued)

Financial assets classified as fair value through profit or loss are stated at fair value with any gain or loss recognized in profit or loss. The net gain or loss recognized incorporates any dividend or interest earned on the financial asset. The Company does not have any assets classified as fair value through profit or loss.

Held-to-maturity investments

Held-to-maturity investmentsare initially measured at fair value, including transaction costs, and subsequently at amortized cost. The Company does not have any assets classified as held-to-maturity investments.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Such assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables are comprised of cash.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as availablefor-sale and that are not classified in any of the previous categories. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale equity instruments, are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss. The Company does not have any assets classified as available-for-sale.

Impairment of financial assets

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income or loss are reclassified to profit or loss in the period. Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investments have been impacted. For marketable securities classified as available-for-sale, a significant or prolonged decline in the fair value of the securities below their cost is considered to be objective evidence of impairment.

For all other financial assets objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or
• default or delinquency in interest or principal payments; or
• it becoming probable that the borrower will enter bankruptcy or financial re-organization.

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

• (d) Financial instruments (Continued)
  • (i) Financial assets (Continued)

Impairment of financial assets (Continued)

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of available-for-sale equity securities, impairment losses previously recognized through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in other comprehensive income.

(ii) Non-derivative financial liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

The Company's non-derivative financial liabilities consist of accounts payable.

Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

(e) Share Capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity, net of any tax effects.

(f) Loss per share

Basic loss per share is calculated by dividing net loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is determined by adjusting the net loss attributable to common shares and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares.

(g) Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instrument issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is credited to the share-based payment reserve. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted, shall be based on the number of equity instruments that eventually vest.

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Accounting standards issued but not yet effective

New standard IFRS 9 "Financial Instruments"

This new standard is a partial replacement of International Accounting Standard ("IAS") 39 "Financial Instruments: Recognition and Measurement". IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. 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. IFRS 9 is effective for fiscal periods beginning January 1, 2018.

The Company has not early adopted this revised standard and it is not expected to have a material effect on the Company's future results and financial operations.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

3. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As of July 31, 2018, the Company had 25,071,250 (2017: 2,000,000) common shares outstanding.

On July 31, 2017, the Company issued 2,000,000 common shares for proceeds of $100,000.

On November 9, 2017, the Company completed its IPO and issued 3,000,000 common shares at $0.10 per share for net proceeds of $255,625 after cash issuance costs. The Company also issued warrants to an agent to acquire 150,000 common shares of the Company at a price of $0.10 per share, expiring November 9, 2019. These agent warrants were determined to have a fair value of $7,911.

On November 30, 2017, 71,250 agent warrants were exercised for proceeds of $7,125. The fair value on grant of $3,758 related to these exercised agent warrants was reclassified from share payment reserve to share capital.

On December 13, 2017, the Company closed a private placement whereby it issued 20,000,000 common shares at $0.10 per share for net proceeds of $1,988,712 after cash issuance costs.

Warrants

The following is a summary of warrants outstanding at July 31, 2018:

Number of Shares	Exercise Price	Expiry Date	Exercisable
78,750	$0.10	November 9,2019	78,750

As at July 31, 2018 the warrants outstanding had a weighted average exercise price of $0.10 and a weighted average life of 1.28 years.

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

3. SHARE CAPITAL (continued)

Stock Options

The Company has adopted a stock option plan, pursuant to which the board of directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, and technical consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares exercisable for a period of up to five years from the date the common shares are listed on the Exchange. The number of common shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee's position with the Company, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

On November 9, 2017, the Company issued 500,000 stock options at a price of $0.10 per share, expiring November 9, 2027. The estimated fair value of the options was $44,804 which was determined using the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 10 years; a dividend yield rate of 0%; and a risk-free interest rate of 1.81%.

The following table summarizes information about stock options outstanding and exercisable at July 31, 2018:

Number of Shares	Exercise Price	Expiry Date	Exercisable
500,000	$0.10	November 9, 2027	500,000

As at July 31, 2018 the options outstanding had a weighted average exercise price of $0.10 and a weighted average life of 9.28 years.

Share Payment Reserve

The share payment reserve includes stock-based compensation expense related to fair value of stock options granted and also the fair value of warrants issued for services.

Loss per Share

Upon the Company completing its planned IPO, the common shares issued to the Company's founders will be subject to an escrow agreement and may be cancelled in the event that the Company is unable to complete its Qualifying Transaction within 24 months. Accordingly, these shares are accounted for as contingently returnable shares and excluded from the calculation of loss per share. As at July 31, 2018, the Company had 2,000,000 common shares in escrow (2017: 2,000,000).

4. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values

The fair values of cash and accounts payable approximate their carrying values due to the short-term to maturities of these financial instruments.

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

4. FINANCIAL INSTRUMENTS AND RISKS (Continued)

(a) Fair values (Continued)

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 Inputs that are not based on observable market data.

Cash is measured at fair value using level 1 input.

(b) Interest rate

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. Liquidity risk is assessed as high.

(d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's exposure to credit risk is on its cash held in bank accounts. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. Credit risk is assessed as low.

(e) Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company's is not exposed to currency risk.

5. CAPITAL MANAGEMENT

The Company's capital structure consists of cash and share capital. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is subject to externally imposed capital requirements (Note 1).

Notes to Financial Statements for year ended July 31, 2018 (Expressed in Canadian dollars)

6. INCOME TAXES

	Year ended July 31,2018	Period fromInception (March 24,2017) to July 31,2017
Net loss before income tax	$(287,151)	$(29,923)
Statutory tax rate	26%	26%
Expected income tax recovery at the statutory tax rate	(74,659)	(7,780)
Other	(16,530)
Change in valuation allowance	91,189	7,780
Deferred Income Tax Asset	$-	$-

At July 31, 2018, the Company has non-capital losses of $329,790 (2017: $29,923) available for carry forward. At July 31, 2018, management considers that it is "more likely than not" that these losses will not be utilized and accordingly no deferred income tax asset has been recognized. $29,923 of the non-capital losses expire 2037 and $299,867 expire 2038.

The non-capital losses expire as follows:

	July 31, 2018	July 31, 2017	Expiry
Share issuance costs	50,859	-	None
Non-capital losses	329,790	29,923	2037-2038
	380,649	29,923

7. QUALIFYING TRANSACTION

On February 26, 2018, the Company announced that it had signed definitive agreements for the acquisition of 5% of the issued and outstanding shares of EVVO Labs Pte. Ltd. for $1,500,000 and the acquisition of unsecured convertible debentures of Fourth Link Co. Ltd. with a face value of 2,500,000,000 KRW (South Korean Won) in exchange for 42,000,000 shares of the Company. These investments shall constitute the Company's qualifying transaction.

8. COMMITMENT

During the year ended July 31, 2018, the Company entered into a rental agreement effective January 31, 2018 in which the Company is to pay $3,000 per month plus GST which increases at a rate of 5% per annum. The rental agreement term ends January 31, 2022.

9. SUBSEQUENT EVENTS

On September 7, 2018 the Qualifying Transactions (Note 8) with EVVO Labs Pte. Ltd. And Fourth Link Co. Ltd. were approved and closed.

On November 2, 2018, the Company closed a private placement in which it issued 5,600,000 common shares at $0.625 per share for gross proceeds of $3,500,000.

SCHEDULE "B" – INTERIM FINANCIAL STATEMENTS

(see attached)

Condensed Interim Financial Statements

Nine Months Ended April 30, 2020 and 2019

Presented in Canadian dollars - Unaudited

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of condensed interim financial statements by the entity's auditor

Condensed Interim Statements of Financial Position (Expressed in Canadian dollars - Unaudited)

	Note	April 30, 2020	(Audited)July 31, 2019
Assets
Current assets
Cash		$3,128,708	$3,189,070
Restricted cash	10	115,000	115,000
Prepaid expense		-	30,775
Investments	8	860,530	397,000
		4,104,238	3,731,845
Right of use asset	7	56,306	-
Total assets		$4,160,544	$3,731,845
Liabilities and shareholders' equityCurrent liabilities
Accounts payable and accrued liabilities		$5,541	$17,055
Lease liabilities	7	57,250	-
		62,791	17,055
Total liabilities		62,791	17,055
Shareholders' equity
Share capital	9	10,525,899	10,525,899
Share payment reserve	9	7,443	11,241
Deficit		(6,435,589)	(6,822,350)
Total shareholders' equity		4,097,753	3,714,790
Total liabilities and shareholders' equity		$4,160,544	$3,731,845

Nature and Continuance of Operations (Note 1)

Commitment (Note 11)

Subsequent Events (Note 14)

Approved on behalf of the Board:

"Robert Meister" "James Henning"

Robert Meister, Director James Henning, Director

Condensed Interim Statements of Comprehensive Loss (Expressed in Canadian dollars - Unaudited)

		3 month period ended,	9 month period ended,
	April 30, 2020	April 30, 2019	April 30, 2020	April 30, 2019
	$	$	$	$
Net investment gain (loss)
Interest income	10,169	36,387	25,002	66,144
Unrealized gain on investment (Note 8)	420,255	-	470,255	-
Gain (Loss) on sale of investment (Note 8)	308,844	(1,860,476)	308,844	(3,420,000)
	739,155	(1,824,089)	804,101	(3,353,856)
Expenses
General and administrative	(11,894)	45,363	44,199	127,709
Consulting (Note 12)	100,577	75,517	216,503	110,251
Transfer agent and filing fees	30,585	40,623	56,043	147,398
Depreciation (Note 7)	8,044	-	24,131	-
Interest expense	2,013	-	2,013	-
Professional fees	7,736	11,560	55,186	81,337
Travel	22,952	-	22,952
Total expenses	(160,013)	(173,063)	(421,025)	(466,695)
Other Income (Loss)
Write off of accounts payable	(113)	-	(113)	-
Total other income	(113)	-		-
Net and comprehensive income (loss)	579,142	( 1,997,152)	(113)382,963	(3,820,551)
Weighted average number of outstanding
shares	289,197,000	290,888,604	289,197,000	290,888,604
Basic and diluted Income (loss) per share	0.00	(0.01)	0.00	(0.01)

Condensed Interim Statements of Changes in Shareholders' Equity (Expressed in Canadian dollars - Unaudited)

		Share Capital1
	Note	Number	Amount	SharePaymentReserve	Deficit	TotalShareholders'Equity
Balance, July 31, 2018		100,285,000	$2,347,309	$48,957	$(317,074)	$2,079,192
Shares issued for cash, net of issuance costs	10	22,400,000		-	-	3,500,000
Shares issued for convertible debenture	10	168,000,000	3,500,000	--	-	4,740,476
Shares issued on exercise of warrants	10	312,000	4,740,47611,914	(4,113)	-	7,801
Expiration of stock options	10	-		(33,603)	33,603	-
Repurchase of shares	10	-(1,800,000)	-(73,800)	-	40,050	(33,750)
Net and comprehensive lossfor the year		-		-	(6,578,929)	(6,578,929)
Balance, July 31, 2019		-289,197,000	-$ 10,525,899	$11,241	$ (6,822,350)	$3,714,790
Expiration of warrants				(3,798)	3,798	-
Net and comprehensive lossfor the period		-		-	382,963	382,963
Balance, April 30, 2020		-289,197,000	-$ 10,525,899	$7,443	$ (6,435,589)	$4,097,753

Condensed Interim Statements of Cash Flows (Expressed in Canadian dollars - Unaudited)

	9	MonthsEndedApril 30, 2020	9	Months EndedApril 30, 2019
Cash provided by (used in):
Operating activities
Net income (loss)for the period	$	382,963	$	(3,820,551)
Adjustment for non-cash working capital item:
Loss on debt securities		(50,000)		3,420,000
Depreciation of right-of-use assets		24,131		-
Interest expense		2,013		-
Unrealized gain		(470,255)		-
Realized gain on sale of marketable securities		(308,844)		-
AP write off		(113)		-
Changes in non-cash working capital item:		-		-
Accounts payable		(11,401)		(31,561)
Prepaid expense		30,775		(37,882)
Interest Receivable		-		(59,050)
Proceeds from sale of marketable securities		415,569		-
Purchase of securities		(100,000)		(1,500,000)
Cashprovided by (used in)operating activities		(35,162)		1,791,507
Financing activities
Repayment of lease liability		(25,200)		-
Proceeds from share issuance, net of issuance cost		-		3,500,000
Proceeds from exercise of warrants		-		7,800
Common share repurchase for cancellation		-		(33,750)
Cashprovided by (used in)financing activities		(25,200)		3,474,050
Change in cash		(60,362)		2,117,855
Cash, beginning		3,189,070		1,445,006
Cash, ending	$	3,128,708	$	3,562,861

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Auralite Investment Inc. (the "Company" or "Auralite") is a publicly listed company incorporated in the Province of British Columbia. The Company's shares are listed on the TSX Venture Exchange ("TSXV") and its head office is located at #340-1917 West 4 th Avenue, Vancouver, British Columbia, V6J 1M7. On September 7, 2018, the Company changed its name from Cabernet Capital Corp. to Auralite Investments Inc.

The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSXV as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSXV. As a CPC, the Company's principal business would be to identify, evaluate and acquire assets, properties or businesses which would constitute a qualifying transaction in accordance with Policy 2.4 of the TSXV ("Qualifying Transaction").

Auralite completed its Qualifying Transaction on September 7, 2018 to become a Tier 2 investment issuer under the rules of the TSXV. As an investment issuer, the Company measures all investments at fair value, irrespective of its percentage ownership of the investment, with gains or losses recognized in profit and loss (Note 5).

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at April 30, 2020 the Company had realized moderate gains from its investments and is not able to fully finance day to day activities through operations. The Company's continuation as a going concern is dependent upon raising the necessary funds through the selling of investments and issuance of equity or debt sufficient to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management believes its working capital will be sufficient to support operations for the next twelve months. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

2. BASIS OF PREPARATION

Statement of Compliance

The financial statements for the nine months ended April 30, 2020 with comparative figures for the nine months ended April 30, 2019 were prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB) and interpretations of the International Financing Reporting Interpretations Committee ("IFRIC").

The Board of Directors approved these financials statements on June 26, 2020.

Basis of presentation

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and in accordance with IAS 34 – Interim Financial Reporting. These condensed interim consolidated financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements for the year ended June 30, 2019. These financial statements have been prepared following the same accounting policies as the Company's audited consolidated financial statements for the year ended June 30, 2019.

Basis of measurement

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

These condensed interim consolidated financial statements are presented in Canadian Dollars, which is the Company's functional currency.

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

In preparing these condensed interim consolidated financial statements, the significant accounting policies and the significant judgments made by management in applying the Company's significant accounting policies and key sources of estimation uncertainty were the same as those that applied to the Company's audited consolidated financial statements for the year ended July 31, 2019, with exception to the newly adopted IFRS 16 accounting standard discussed below.

The preparation of condensed interim consolidated financial statements requires that the Company's management make judgments and estimates of effects of uncertain future events on the carrying amounts of the Company's assets and liabilities at the end of the reporting period. Actual future outcomes could differ from present estimates and judgments, potentially having material future effects on the Company's condensed interim financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.

Use of estimates and judgements

The preparation of these condensed interim consolidated financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amount of expenses during the period. In particular, significant judgements made by management in the application of IFRS during the preparation of the condensed interim consolidated financial statements and estimates with a risk of material adjustment are:

IFRS 16 Leases:

In January 2016, the IASB issued IFRS16 – Leases which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019. The Company adopted this new standard on August 1, 2019. The Company's adoption of the new standard resulted in recognition of a right-of-use asset and lease liability of $80,437.

Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company's ability to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

4. FINANCIAL INSTRUMENTS

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure 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 Company's cash is measured using level 1 inputs.

	As at April 30, 2020
		Level 1	Level 2	Level 3
Cash	$	3,128,708	$-	$-
Restricted cash		115,000	-	-
Share investments		513,530	347,000	-
	$	3,757,238	$347,000	$-

5. FINANCIAL RISK MANAGEMENT

(a) Overview

The Company has exposure to the following risks from its use of financial instruments:

• Market risk;
• Credit risk; and
• Liquidity risk.

(b) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its restricted cash as these instruments have maturities of one year or less and are therefore exposed to interest rate fluctuations on renewal. A 1% change in the market interest rates would have an impact on the Company's net income of $1,150.

(ii) Foreign currency risk

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. The Company's functional currency is the Canadian Dollar and the consolidated financial statements are presented in Canadian Dollars. The Company is not exposed to significant foreign currency risk.

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

5. FINANCIAL RISK MANAGEMENT (CONTINUED)

Market risk (continued)

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company assesses its liquidity risk by forecasting cash flows required by operations and anticipated financing activities.

(d) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its payment obligations. The Company's exposure to credit risk is limited to its cash balances. The risk exposure is limited to the carrying amounts at the consolidated statement of financial position dates.

The Company's cash balances are held in accounts at a major Canadian financial institution. The credit risk associated with cash is mitigated, as cash is held at major institutions with high credit ratings.

(e) Global economic conditions

General global economic conditions, including, without limitation, general levels of economic

activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, public health crises(such as the recent global outbreak of a novel coronavirus, COVID-19) and other events outside of our control, may affect the activities of Auralite and its investments.

The Company has a cash and cash equivalents balance at April 30, 2020 of $3,128,708 (July 31, 2019 - $3,189,070) and investments with a fair value of $860,530 (July 31, 2019 - $397,000). At April 30, 2020, the Company has accounts payable and accrued liabilities of $5,541 (July 31, 2019 - $17,055). As at April 30, 2020, the Company has working capital of $4,041,447 (July 31, 2019 - $3,128,708). The Company relies upon financing to maintain sufficient working capital. There is no assurance that such financing will be available on terms and conditions acceptable to the Company.

The Company's accounts payable and accrued liabilities are due in the short-term (0 to 12 months).

6. CAPITAL MANAGEMENT

The investment objective of the Company is to achieve long-term capital from investments in public and private companies. The Company considers its capital structure to include all components of shareholders' equity. The Company's objective to managing capital is to ensure it has the ability to continue to make new investments and to ensure there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes its approach, given the relative size of the Company, is reasonable.

Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be acceptable to the Company.

The Board of Directors does not establish a quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company's share capital is not subject to any externally imposed capital requirements and the Company did not change its approach to capital management during the nine month period ended April 30, 2020.

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

7. RIGHT-OF-USE ASSET AND LEASE LIABILITY

The Company adopted IFRS 16 – Leases on August 1, 2019. The Company's adoption of the new standard resulted in recognition of a right-of-use asset and lease liability of $80,437. As at April 30, 2020 the Company recognized right-ofuse asset of $56,306 and lease liability of $57,250. The depreciation expense of the right-of-use asset during the nine months ended April 30, 2020 was $24,131.

At the commencement date of the lease, the lease liability was measured as the present value of the future lease payments that were not paid at that date. These lease payments are discounted using a discount rate of 12%, which is the Company's incremental borrowing rate.

The following is a continuity schedule of lease liabilities for the nine months ended April 30, 2020:

	$
Balance, July 31, 2019	-
Lease additions–August 1, 2019	80,437
Lease payments	(23,187)
Interest expense on lease liabilities	2,013
Balance, April 30, 2020	57,250

Future payments for the facility are as follows:

	$
July 31, 2020	9,923
July 31, 2021	40,848
July 31, 2022	39,244
Total	90,015

The following is a continuity schedule of right-of-use asset for the nine months ended April 30, 2020:

	$
Balance, July 31, 2019	-
Lease additions–August 1, 2019	80,437
Depreciation	(24,131)
Balance, April 30, 2020	56,306

8. INVESTMENTS

At April 30, 2020 the Company's investment portfolio consisted of two privately held investments and one publicly held investment for a total fair value of $860,530.

Share Investments

	Akiva	EVVO	Champignon	Total
Balance July 31, 2019	$-	$247,000	$150,000	$397,000
Additions	100,000	-	-	100,000
Disposals	-	-	(106,725)	(106,725)
Change in fair value	-	-	470,255	470,255
Balance, April 30, 2020	$100,000	$247,000	$513,530	$860,530

On September 7, 2018, the Company purchased 29,411 shares of EVVO Labs Pte Ltd. ("EVVO") for cash consideration of $1,500,000. At April 30, 2020, the fair value of this investment was $247,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies.

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

8. INVESTMENTS (CONTINUED)

On July 11, 2019, the Company subscribed to 2,000,000 shares of Champignon Brands Inc. ("Champignon") for cash consideration of $150,000. During the period ended April 30, 2020, Champignon became a publicly traded company on the Canadian stock exchange, subsequently, the company sold 1,423,000 million shares of Champignon for a gain of $308,844. As at April 30, 2020, the fair value of the remaining shares was $513,530, which was based on the share price at the end of the trading session on April 30, 2020. The Company recorded the change of $470,255 in fair value as an unrealized gain on investment.

On April 13, the Company purchased an aggregate of 1,000,000 common shares of Akiva (Akiva Shares") and 500,000 common share purchase warrants exercisable for an additional 500,000 Akiva Shares at a price of $0.40 for a period of 24 months from issuance. At April 30, 2020, the fair value of this investment was $100,000, which was determined by valuing the Akiva at the most recent financing price as of period end.

9. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As of April 30, 2020, the Company had 289,197,000 (2019: 289,197,000) common shares outstanding.

On September 7, 2018, the Company completed its Qualifying Transaction in which it acquired Fourth Link convertible debentures in exchange for 168,000,000 common shares of the Company with a fair value of $4,740,476.

In October of 2018, the Company completed a private placement where it issued 22,400,000 common shares for proceeds of $3,500,000.

On November 27, 2018, the Company issued 24,000 common shares for warrants exercised for proceeds of $600. On December 3, 2018, the Company issued 288,000 common shares for warrants exercised for proceeds of $7,201. The fair value on grant of $4,113 related to these exercised warrants was reclassified from share payment reserve to share capital.

On April 16, 2019, the Company purchased and cancelled 1,800,000 shares from its CEO for total consideration of $33,750. The Company reduced share capital for the average book value of the common shares repurchased of $73,800 and charged deficit for the difference between the consideration paid and the average book value.

At April 30, 2020, there were 2,700,000 shares held in escrow (April 30, 2019 - 5,400,000).

Stock Options

The Company has adopted a stock option plan, pursuant to which the board of directors of the Company may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, and technical consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares exercisable for a period of up to five years from the date the common shares are listed on the TSXV. The number of common shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee's position with the Company, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

The following table summarizes information about stock options outstanding and exercisable at April 30, 2020:

Number of Shares	Exercise Price	Expiry Date	Exercisable
500,000	$0.025	November 9, 2027	500,000

As at April 30, 2020 the options outstanding had a weighted average exercise price of $0.025 and a weighted average life of 7.53 years.

Notes to Financial Statements for Nine Months Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

9. SHARE CAPITAL (CONTINUED)

Share Payment Reserve

The share payment reserve includes stock-based compensation expense related to fair value of stock options granted.

10. RESTRICTED CASH

Restricted cash balance of $115,000 as of April 30, 2020 relates to the Company's credit card with a financial institution that requires funds to be held in term deposit.

11. RELATED PARTY TRANSACTIONS

During the nine months ended April 30, 2020, the Company paid the following advisory and consulting fees:

Consulting and Management Fees

		Nine months ended
	March 31,	March 31,
	2020	2019
Consulting fees paidto the CEO of the Company	$31,500	$12,600
Consulting fees paidtoa Company controlled by a directorof the Company	9,000	24,000
Consulting fees paidto aCompany controlled by a director of the Company	9,450	-
	$49,950	$36,600

Amounts due to related parties are unsecured, non-interest bearing and due on demand. At April 30, 2020, $2,000 (April 30, 2019 - $nil) is owing to related parties for unpaid fees which are included in accounts payable and accrued liabilities.

12. SEGMENTED DISCLOSURE

Management has determined that the Company operates in one dominant industry segment, which involves taking early equity and/or debt positions. Substantially all of the Company's operations are located in Canada.

13. SUBSEQUENT EVENTS

On May 22, 2020 Auralite acquired an aggregate of 2,000,000 common shares of Gold Lion Resources Inc. ("Gold Lion") with a fair value of $636,000 and 2,000,000 common share purchase warrants exercisable for an additional 2,000,000 Gold Lion Shares at a price of $0.75 for a period of 24 months from issuance.

On May 22, 2020 Auralite disposed of its interest in Singapore-based EVVO Labs Pte. Ltd. back to EVVO, in consideration for a $254,220 ($250,000 Singapore dollars) secured by a promissory note (the "Secured Note"). The Secured Note is due one year from issuance and is secured by a pledge of the EVVO shares.

SCHEDULE "C" –MANAGEMENT DISCUSSION AND ANALYSIS

(see attached)

Auralite Investments Inc. MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

June 26, 2020

This Management Discussion and Analysis ("MD&A") of Auralite Investments Inc. ("Auralite" or the "Company") has been prepared by management as of June 26, 2020 and should be read together with the annual financial statements and related notes for the nine months ended April 30, 2020 which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Additional information regarding the Company can be found on SEDAR at www.sedar.com. All of the following amounts are expressed in Canadian dollars unless otherwise stated.

This MD&A may contain "forward-looking statements" which reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise. Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Overview of Company

Auralite Investments Inc. is a publicly listed investment issuer on the TSX Venture Exchange ("TSXV") trading under the symbol "AAAA". the Company will seek high return investment opportunities in privately held and publicly traded companies, with a focus on companies active in the high-tech, real estate, cannabis, mining and health & wellness sectors.

The Company's financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements

Investment Evaluation Process

In selecting opportunities for the investment portfolio of Auralite, the Investment Committee will consider various factors in relation to any particular investment, including:

• inherent value of an investment target's assets or potential;
• proven management, clearly defined management objectives and strong technical and professional support;
• future capital requirements to develop the full potential of its business and the expected ability to raise the necessary capital;
• anticipated rate of return and the level of risk;
• financial performance; and
• exit strategies and criteria

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2019

November 28, 2019

This Management Discussion and Analysis ("MD&A") of Auralite Investments Inc. (formerly, Cabernet Capital Corp.) ("Auralite" or the "Company") has been prepared by management as of November 28, 2019 and should be read together with the annual financial statements and related notes for the period ended July 31, 2019 which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Additional information regarding the Company can be found on SEDAR at www.sedar.com. All of the following amounts are expressed in Canadian dollars unless otherwise stated.

This MD&A may contain "forward-looking statements" which reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise. Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Overview of Company

Auralite Investments Inc. is a publicly listed investment issuer on the TSX Venture Exchange ("TSXV") trading under the symbol "AAAA". The Company will seek high return investment opportunities in privately held and publicly traded companies, with a focus on companies active in the high-tech, real estate, cannabis, mining and health & wellness sectors.

The Company's financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements

Investment Evaluation Process

In selecting opportunities for the investment portfolio of Auralite, the Investment Committee will consider various factors in relation to any particular investment, including:

inherent value of an investment target's assets or potential;

proven management, clearly defined management objectives and strong technical and professional support;

future capital requirements to develop the full potential of its business and the expected ability to raise the necessary capital; anticipated rate of return and the level of risk;

financial performance; and

exit strategies and criteria

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2018

November 14, 2018

This Management Discussion and Analysis ("MD&A") of Auralite Investments Inc. (formely, Cabernet Capital Corp.) ("Auralite" or the "Company") has been prepared by management as of November 14, 2018 and should be read together with the annual financial statements and related notes for the period ended July 31, 2018 which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Additional information regarding the Company can be found on SEDAR at www.sedar.com. All of the following amounts are expressed in Canadian dollars unless otherwise stated.

This MD&A may contain "forward-looking statements" which reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise. Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Overall Performance

The Company was incorporated under the British Columbia Business Corporations Act on March 24, 2017.

The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSX Venture Exchange ("Exchange") as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the Exchange. As a CPC, the Company's principal business would be to identify, evaluate and acquire assets, properties or businesses which would constitute a qualifying transaction in accordance with Policy 2.4 of the Exchange ("Qualifying Transaction").

On November 9, 2017, the Company completed its IPO issued 3,000,000 common shares at $0.10 per share for total proceeds of $300,000. The Company paid to the agent a corporate finance fee of $ 7,500 and a cash commission of $22,500, being 7.5% of the gross proceeds. The Company also issued to the agent an option to acquire 150,000 common shares of the Company at a price of $0.10 per share, expiring November 9, 2019.

The proposed business of the Company and the completion of a Qualifying Transaction involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

Select Annual Information and Results of Operations

As at July 31, 2018, the Company had total assets of $2,117,855 (2017: $76,743). As at July 31, 2018, the Company did not have any non-current liabilities (2017: $nil).

For the year ended July 31, 2018, the Company reported a net loss of $287,151 (2017: $29,923). The losses for the year ended July 31, 2018 comprised of general and administrative fees of $42,377, consulting fees of $23,976, professional fees of $108,239, transfer agent and filing fees of $67,755 and stock based compensation of $44,804. No dividends were declared during the year ended July 31, 2018 (2017: $nil).

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2018

Summary of Quarterly Results

The Company was incorporated on March 24, 2017 and, for that reason, only the previous five quarters have been presented in the table below.

	Q42018	Q32018	Q22018	Q12018	Q42017	Q32017
Net Loss for the Period	$(94,559)	$ (87,295)	$ (86,282)	$ (19,015)	$ (24,242)	$ (5,681)
Loss per Share	$0.01	$0 .01	$-	$-	$-	$-

Liquidity and Capital Resources

The Company reported working capital of $2,079,192 at July 31, 2018 and cash of $2,117,855.

Current liabilities as at July 31, 2018 consisted of accounts payable of $38,663.

Pursuant to subscription agreements, 2,000,000 common shares at $0.05 per share were issued to directors of the Company for gross proceeds of $100,000. All 2,000,000 common shares will be held in escrow and will be deposited with a trustee under an escrow agreement. Under the escrow agreement, 10% of the escrowed common shares will be released from escrow on the issuance of the final Exchange bulletin on the closing of a Qualifying Transaction and an additional 15% will be released every six months following the initial release over a period of thirty six months.

On November 9, 2017, the Company completed its IPO issued 3,000,000 common shares at $0.10 per share for gross proceeds of $300,000.

On November 29, 2017, 71,250 warrants were exercised for proceeds of $7,125.

On December 13, 2017, the Company issued 20,000,000 shares at a price of $0.10 per share for proceeds of $2,000,000.

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Transactions with Related Parties

None.

Proposed Transactions

On February 26, 2018, the Company announced that it had signed definitive agreements for the acquisition of 5% of the issued and outstanding shares of EVVO Labs Pte. Ltd. for $1,500,000 and the acquisition of unsecured convertible bonds with a face value of 2,500,000,000 KRW (South Korean Won) in exchange for 42,000,000 shares of the Company. These investments shall constitute the Company's qualifying transaction.

Critical Accounting Estimates

Not applicable for Venture Issuers.

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2018

Recent Accounting Policies Not Yet Adopted

New standard IFRS 9 "Financial Instruments"

This new standard is a partial replacement of International Accounting Standard ("IAS") 39 "Financial Instruments: Recognition and Measurement". IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. 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. The proposed effective date of IFRS 9 is annual periods beginning on or after January 1, 2018.

The Company has not early adopted this revised standard and is currently assessing the impact that this standard will have on its financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

Financial Instruments and Other Instruments

The carrying amounts of cash and accounts payable approximate fair value because of the short-term maturity of these items.

Subsequent Events

On September 7, 2018 the proposed Qualifying Transaction (see Proposed Transactions) with EVVO Labs Pte. Ltd. and Fourth Link Co. Ltd. was approved and finalized. Concurrently with closing of the Qualifying Transaction, the Company has changed its name to "Auralite Investments Inc." and its shares commenced trading on the Exchange under the new name and new stock symbol "AAAA" on September 7, 2018. The CUSIP number assigned to the Company's shares under its new name is 05154E102.

On November 2, 2018, the Company issued 5,600,000 shares at a price of $0.625 per share for proceeds of $3,500,000. All of the Shares issued in the Private Placement are subject to a statutory hold period until March 2, 2019. Following issuance of the Transaction Shares, the Company now has 72,071,250 shares issued and outstanding on an undiluted basis.

Other Requirements

Summary of Outstanding Securities as at November 14, 2018

Authorized: Unlimited number of common shares without par value.

Issued and outstanding: 72,671,250 Shares (including 1,800,000 Shares held in escrow)

Stock options: 500,000 @ $0.10 per share.

Warrants: 78,750 @ $0.10 per share

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2019

Investment Strategy

The following shall be the guidelines for Auralite's investment strategy:

• Auralite's primary focus will be to enhance shareholder value and generate a reasonable investment return by making investments in the high-tech, real estate, cannabis, mining and health & wellness sectors.
• The Company may invest in securities of both public and private companies or other entities that the Company believes have the potential for superior investment returns. The Company may provide financing of a private or public company in exchange for pre- determined royalties or distributions ("royalty securities"), and also acquire all or part of one or more businesses, portfolios or other assets, in each case that the Company believes will enhance value for the shareholders of the Company.
• Target investments may encompass companies at all stages of development, including early stage companies, as well as intermediate and senior companies where opportunities are available
• The Company's primary focus will be to invest in securities or debt instruments of issuers which have quality proven or prospective potential which management of the Company believes are, or will become, amenable to development of the potential. In other sectors, Auralite expects to invest in securities of issuers which it believes have competitive advantages in an area with a large potential market.
• Immediate liquidity shall not be a requirement, but each investment shall be evaluated in terms of a clear exit strategy designed to maximize the relative return in light of changing fundamentals and opportunities.
• Subject to applicable laws, there are no restrictions on the size or market capitalization with respect to Auralite's investments in the equity securities of public or private issuers.
• Depending upon the Company's assessment of market conditions and investment opportunities, the Company may, from time to time, be fully invested, partially invested or entirely uninvested such that the Company is holding only cash or cash-equivalent balances while the Company actively seeks to redeploy such cash or cash-equivalent balances in suitable investment opportunities. Funds that are not invested or expected to be invested in the nearterm, while the Company actively seeks to redeploy such funds in one or more suitable investment opportunities, may, from time to time as appropriate, be placed into high quality money market investments, including but not limited to Canadian Treasury Bills or corporate notes rated at least R-1 by DBRS Limited, each with a term to maturity of less than one year.
• Subject to the full approval of the Board, the Investment Committee established by the Company may consider certain special investment situations, including assuming a controlling or joint-controlling interest in an investment target company, which may also involve the provision of advice to management and/or board participation.

MANAGEMENT DISCUSSION & ANALYSIS For the Year Ended July 31, 2019

• All investments shall be made in full compliance with applicable laws in relevant jurisdictions, and shall be made in accordance with and governed by the rules and policies of applicable regulatory authorities.
• Investments in private companies or in public companies listed in certain markets may trigger additional filing requirements with the TSX Venture Exchange. Where the investment is not publically traded on a recognized exchange, advance notice will be provided to the Exchange while the Company is listed on the TSX Venture Exchange.
• Investments made by the Company are geographically agnostic. It will seek to pursue international opportunities as long as the investment creates value for the Company's shareholders.
• The Company has no specific policy with respect to investment diversification. Each investment will be assessed on its own merits and based upon its potential to generate above market gains for the Company.
• The Company may, from time to time, use borrowed funds to purchase or make investments or to fund working capital requirements, or may make investments jointly with third parties.

Select Annual Information and Results of Operations

As at July 31, 2019, the Company had total assets of $3,731,845 (2018: $2,117,855). As at July 31, 2019, the Company did not have any non-current liabilities (2018: $nil).

For the year ended July 31, 2019, the Company reported a net loss of $6,578,929 (2018:287,151). The losses for the year ended July 31, 2019 comprised of general and administrative fees of $135,740 (2018: $42,377), consulting fees of $218,091 (2018:$23,976), professional fees of $95,603 (2018: $108,239), transfer agent and filing fees of $155,380 (2018:$67,755); impairment of investment $1,253,000 (2018:nil), loss on debt security $4,740,476 (2018:$nil); and loss on currency exchange $755 (2018: $nil) No dividends were declared during the year ended July 31, 2019 (2018: $nil).

Summary of Quarterly Results

The Company's previous eight quarters have been presented in the table below.

	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
	2019	2019	2019	2019	2018	2018	2018	2018
Net Loss for the Period	$(2,767,236) $(1,997,152)		$(95,543)	$(1,718,998)	$(94,559)	$ (87,295)	$ (86,282)	$ (19,015)
Loss Per Share	$(0.01)	$(0.01)	-	$(0.01)	-	-	-	-

Liquidity and Capital Resources

The Company reported working capital of $3,714,790 at July 31, 2018 and cash of $3,304,070. Current liabilities as at July 31, 2018 consisted of accounts payables and accrued liabilities of $17,055.

On September 7, 2018, the Company completed its Qualifying Transaction in which it acquired Fourth Link convertible debentures in exchange for 168,000,000 common shares of the Company with a fair value of $4,740,476.

In October of 2018, the Company completed a private placement where it issued 22,400,000 common shares for proceeds of $3,500,000.

MANAGEMENT DISCUSSION & ANALYSIS For the Year Ended July 31, 2019

On November 27, 2018, the Company issued 24,000 common shares for warrants exercised for proceeds of $600. On December 3, 2018, the Company issued 288,000 common shares for warrants exercised for proceeds of $7,201. The fair value on grant of $4,113 related to these exercised warrants was reclassified from share payment reserve to share capital.

On April 16, 2019, the Company purchased and cancelled 1,800,000 shares from its CEO for total consideration of $33,750. The Company reduced share capital for the average book value of the common shares repurchased of $73,800, and charged deficit for the difference between the consideration paid and the average book value.

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Investments

At July 31, 2019 the Company's investment portfolio consisted of two privately-held investments for a total fair value of $397,000.

Share Investments

	EVVO	Champignon	Total
Balance, July 31, 2018	$-	$-	$-
Additions	1,500,000	150,000	1,650,000
Change in fair value	(1,253,000)	-	(1,253,000)
Balance, July 31, 2019	$247,000	$150,000	$397,000

On September 7, 2018, the Company purchased 29,411 shares of EVVO Labs Pte Ltd. ("EVVO") for cash consideration of $1,500,000. At July 31, 2019, the fair value of this investment was $247,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies. The change in fair value of $1,253,000 was recognized a loss in the statement of comprehensive loss.

On July 11, 2019, the Company subscribed to 2,000,000 shares of Champignon Brands Inc. ("Champignon") for cash consideration of $150,000. At July 31, 2019, the fair value of this investment was $150,000, which was based on the fair value of recent share subscriptions by Champignon.

Debt Investment

On February 26, 2018, the Company entered into an agreement to purchase convertible debentures with an aggregate principal amount of 2,500,000,000 Korean Wan (CAD $2,880,000) issued by Fourth Link Inc. ("Fourth Link"), a company incorporated under the laws of Korea and quoted on the KOSDAQ board of the Korea Stock Exchange. As consideration, the Company issued 168,000,000 common shares on September 7, 2018. The convertible debentures are unsecured, mature on February 3, 2020, bear interest at 4% per annum payable every 3 months, and may be converted into common stock of Fourth Link at any time from March 3, 2018 to maturity at a conversion price of 1,532 Korean Wan per common share. The transaction was approved by the TSXV on September 5, 2018. The fair value of the investment on initial recognition was $4,740,476, which was based on the quoted market price of Fourth Link's shares on the closing date.

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2019

The Company is pursuing legal action against Fourth Link for the redemption of the debentures since Fourth Link was delisted from the KOSDAQ and the Company is unable to convert its shares. Due to the uncertainty of the Company's ability to recover any value from the debentures, the investment was written off, resulting in a loss of $4,740,476.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Transactions with Related Parties

On April 16, 2019, the Company purchased and cancelled 1,800,000 shares from its CEO for total price of $33,750.

During the year ended July 31, 2019, the Company paid the following advisory and consulting fees:

• $22,050 to Robert Meister, the CEO of the Company;
• $42,000 to Neonlite Pte. Ltd., a consulting company where Alvin Tan, an independent director of the Company is also a director;
• $33,718 to Jason Morton, an independent director of the Company; and
• $1,050 to Peter Nguyen, an independent director of the Company.

Significant Accounting Policies

New Accounting Change

The Company adopted all of the requirements of IFRS 9 Financial Instruments ("IFRS 9") as of August 1, 2018, on a retroactive basis in accordance with the transitional provisions. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39"). The adoption of IFRS 9 did not result in any change in the carrying values of any of the Company's financial assets on the transition date; therefore, comparative figures have not been restated.

The Company completed a detailed assessment of its financial assets and liabilities as at August 1, 2018.

The following table shows the original classification under IAS 39 and the new classification under IFRS 9:

Financial asset/liability	Original classificationIAS 39	New classificationIFRS 9
Cash	Loans and receivables	Amortized cost
Accounts payable	Amortized cost	Amortized cost

The following is the Company's new accounting policy for financial instruments under IFRS 9:

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit and loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL,

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2019

directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

Subsequent measurement – financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method, less any impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of comprehensive loss. The Company's investments are classified as financial assets at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. Elected investments in equity instruments at FVOCI are subsequently measured at fair value, with gains and losses recognized in other comprehensive income (loss).

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 the twelve month expected credit losses. The Company shall recognize in the statements of net (loss) income, 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.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Gains and losses on derecognition are generally recognized in the statement of comprehensive loss. However, gains and losses on derecognition of financial assets classified as FVOCI remain within accumulated other comprehensive income (loss).

MANAGEMENT DISCUSSION & ANALYSIS For the Year Ended July 31, 2018

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include accounts payable, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Subsequent measurement – financial liabilities at FVPL

After initial recognition, financial liabilities at FVPL are subsequently measured at the end of each reporting period at fair value. Realized and unrealized gains and losses arising from the changes in fair value are included in the statement of comprehensive loss in the period in which they arise.

Derecognition

A financial liability is derecognized when the obligation underthe liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statements of comprehensive loss.

Future Accounting Changes

The Company has not early adopted any new standard including any of the consequential amendments thereto which are effective August 1, 2019 and thereafter. The following standard is applicable to future years:

IFRS 16 Leases:

In January 2016, the IASB issued IFRS16 – Leases which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019. This standard will affect the way in which the Company accounts for its operating leases and will increase the related disclosures. The Company's analysis of contracts determined that the adoption of the new standard will result in recognition of a right-of-use asset and lease liability of $80,437.

Critical Accounting Estimates

Not applicable for Venture Issuers.

.

MANAGEMENT DISCUSSION & ANALYSIS

For the Year Ended July 31, 2018

Financial Instruments and Other Instruments

The fair values of cash, investments and accounts payable approximate their carrying values.

Financial instruments measured at fair value are classified into one of three levelsin the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The following is an analysis of the Company's financial assets measured at fair value as at July 31, 2019 and 2018:

		As at July 31, 2019
	Level 1		Level 2	Level 3
Cash	$3,189,070	$	-	$	-
Restricted cash	115,000		-		-
Share investments	-		397,000		-
	$3,304,070	$	397,000	$	-
		As at July 31, 2018
	Level 1		Level 2	Level 3
Cash	$2,117,855	$	-	$	-

Subsequent Events

None

Other Requirements

Summary of Outstanding Securities as at November 28, 2019

Authorized: Unlimited number of common shares without par value.

Issued and outstanding: 289,197,000 Shares (including 4,500,000 Shares held in escrow)

Stock options: 500,000 @ $0.025 per share.

Auralite Investments Inc. MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

Investment Strategy

The following shall be the guidelines for Auralite's investment strategy:

• Auralite's primary focus will be to enhance shareholder value and generate a reasonable investment return by making investments in the high-tech, real estate, cannabis, mining and health and wellness sectors.
• The Company may invest in securities of both public and private companies or other entities that the Company believes have the potential for superior investment returns. The Company may provide financing of a private or public company in exchange for pre- determined royalties or distributions ("royalty securities"), and also acquire all or part of one or more businesses, portfolios or other assets, in each case that the Company believes will enhance value for the shareholders of the Company.
• Target investments may encompass companies at all stages of development, including early stage companies, as well as intermediate and senior companies where opportunities are available
• The Company's primary focus will be to invest in securities or debt instruments of issuers which have quality proven or prospective potential which management of the Company believes are, or will become, amenable to development of the potential. In other sectors, Auralite expects to invest in securities of issuers which it believes have competitive advantages in an area with a large potential market.
• Immediate liquidity shall not be a requirement, but each investment shall be evaluated in terms of a clear exit strategy designed to maximize the relative return in light of changing fundamentals and opportunities.
• Subject to applicable laws, there are no restrictions on the size or market capitalization with respect to Auralite's investments in the equity securities of public or private issuers.
• Depending upon the Company's assessment of market conditions and investment opportunities, the Company may, from time to time, be fully invested, partially invested or entirely uninvested such that the Company is holding only cash or cash-equivalent balances while the Company actively seeks to redeploy such cash or cash-equivalent balances in suitable investment opportunities. Funds that are not invested or expected to be invested in the near-term, while the Company actively seeks to redeploy such funds in one or more suitable investment opportunities, may, from time to time as appropriate, be placed into high quality money market investments, including but not limited to Canadian Treasury Bills or corporate notes rated at least R-1 by DBRS Limited, each with a term to maturity of less than one year.
• Subject to the full approval of the Board, the Investment Committee established by the Company may consider certain special investment situations, including assuming a controlling or joint-controlling interest in an investment target company, which may also involve the provision of advice to management and/or board participation. All investments shall be made in full compliance with applicable laws in relevant jurisdictions, and shall be made in accordance with and governed by the rules and policies of applicable regulatory authorities.
• Investments in private companies or in public companies listed in certain markets may trigger additional filing requirements with the TSX Venture Exchange. Where the investment is not publicly traded on a recognized exchange, advance notice will be provided to the Exchange while the Company is listed on the TSX Venture Exchange.

Auralite Investments Inc. MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

Investment Strategy (Continued)

• Investments made by the Company are geographically agnostic. It will seek to pursue international opportunities as long as the investment creates value for the Company's shareholders.
• The Company has no specific policy with respect to investment diversification. Each investment will be assessed on its own merits and based upon its potential to generate above market gains for the Company.
• The Company may, from time to time, use borrowed funds to purchase or make investments or to fund working capital requirements, or may make investments jointly with third parties.

Select Financial Information and Results of Operations

As at April 30, 2020, the Company had total assets of $4,160,544 (July 31, 2019 - $3,731,845). As at April 30, 2020, the Company has current liabilities of $62,791 (July 31, 2019 - $nil).

For the nine months ended April 30, 2020, the Company reported a net and comprehensive income of $382,963 (2019 – loss of $3,820,551). Explanations of the nature of costs incurred, along with explanations for those changes in costs are discussed below.

Gain on sale of investment increased to $308,844 from a loss of $3,420,000. During the period ended April 30, 2020, Champignon Brands Inc. (or "Champignon") became a publicly traded company with shares on the Canadian Stock Exchange. Due to the successful public offering, the Company's investment in Champignon increased in value, subsequently, the Company disposed of 1,423,000 million shares of Champignon to realize a gain on investment of $308,844. In the same period in 2019, the Company recognized a charge of $3,420,000 to debt securities investment.

Unrealized gain on investment increased to $470,255 from $nil. The unrealized gain is due to the adjustment to fair value of the investment in shares of Champignon as of April 30, 2020.

As a result of management's effort to lower costs throughout the period ending on April 30, 2020, general and administrative fees decreased to $44,199 from $127,709, professional fees decreased to $55,186 from $81,337 and transfer agent and filing fees decreased to $56,042 from $147,398.

Consulting fees increased to $216,503 from $110,251 as a result of management's increased efforts to identify strategic approaches to invest in the current market environment through the use of consultants.

Summary of Quarterly Results

The Company's previous eight quarters have been presented in the table below.

	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
	2020	2020	2020	2019	2019	2019	2019	2019
Net Income (Loss) for thePeriod	$579,142	$(130,975)	$(74,247)		$(2,767,236) $(1,997,152)	$(95,543)	$(1,718,998)	$(94,559)
Gain (Loss) Per Share	-	-	-	$(0.01)	$(0.01)	-	$(0.01)	-

MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

Liquidity and Capital Resources

The Company reported working capital of $4,041,447 (2019 - $3,714,790) at April 30, 2020 and cash of $3,128,708 (2019 - $3,189,070). Current liabilities as at April 30, 2020 consisted of accounts payables and accrued liabilities of $5,541 (2019 - $17,055) and lease liabilities of $57,250 (2019 - $Nil).

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Investments

At April 30, 2020, the Company's investment portfolio consisted of two privately held investments and one publicly held investment for a total fair value of $860,530.

Share Investments

	Akiva	EVVO	Champignon	Total
Balance July 31, 2019	$-	$247,000	$150,000	$397,000
Additions	100,000	-	-	100,000
Disposals	-	-	(106,725)	(106,725)
Change in fair value	-	-	470,255	470,255
Balance, April 30, 2020	$100,000	$247,000	$513,530	$860,530

On September 7, 2018, the Company purchased 29,411 shares of EVVO Labs Pte Ltd. ("EVVO") for cash consideration of $1,500,000. At January 31, 2020, the fair value of this investment was $247,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies.

On July 11, 2019, the Company subscribed to 2,000,000 shares of Champignon Brands Inc. ("Champignon") for cash consideration of $150,000. During the period ended April 30, 2020, Champignon became a publicly traded company on the Canadian stock exchange, subsequently, the company sold 1,423,000 million shares of Champignon. At April 30, 2020, the fair value of the remaining shares was $513,530, which was based on the share price at the end of the trading session on April 30, 2020.

On April 13, the Company purchased an aggregate of 1,000,000 common shares of Akiva (Akiva Shares") and 500,000 common share purchase warrants exercisable for an additional 500,000 Akiva Shares at a price of $0.40 for a period of 24 months from issuance. At April 30, 2020, the fair value of this investment was $100,000, which was determined by applying a valuation technique based on observable market inputs of comparable companies.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

Transactions with Related Parties

During the nine months ended April 30, 2020, the Company paid the following advisory and consulting fees:

Consulting and Management Fees

		Nine months ended
	March 31, 2020		March 31, 2019
Consulting fees paid to the CEO of the Company	$31,500	$	12,600
Consulting fees paid to a private company where an independent	9,000		24,000
director of the Company is also a director
Consulting fees paid to a private company controlled by an	9,450		-
independent director of the Company
	$49,950	$	36,600

Significant Accounting Policies

New Accounting Change

IFRS 16 Leases:

In January 2016, the IASB issued IFRS16 – Leases which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, onbalance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for shortterm leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019. The Company adopted this new standard on August 1, 2019. The Company's analysis of contracts determined that the adoption of the new standard will result in recognition of a right-of-use asset and lease liability of $80,437.

Critical Accounting Estimates

.

Not applicable for Venture Issuers.

Financial Instruments and Risks

The fair values of cash, investments and accounts payable approximate their carrying values.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

(a) The following is an analysis of the Company's financial assets measured at fair value as at April 30, 2020:

	As at April 30, 2020
		Level 1	Level 2	Level 3
Cash	$	3,128,708	$-	$-
Restricted cash		115,000	-	-
Share investments		513,530	347,000	-
	$	3,757,238	$347,000	$-

MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

Financial Instruments and Risks (Continued)

(b) Interest rate

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its restricted cash as these instruments have maturities of one year or less and are therefore exposed to interest rate fluctuations on renewal. A 1% change in the market interest rates would have an impact on the Company's net income of $1,150.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. Liquidity risk is assessed as high.

(d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's exposure to credit risk is on its cash held in bank accounts and on its investments. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. Credit risk on investments is assessed as high.

(e) Global economic conditions

General global economic conditions, including, without limitation, general levels of economic activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, public health crises(such as the recent global outbreak of a novel coronavirus, COVID-19) and other events outside of our control, may affect the activities of Auralite and its investments.

Subsequent Events

On May 22, 2020 Auralite has acquired an aggregate of 2,000,000 common shares of Gold Lion Resources Inc. ("Gold Lion") and 2,000,000 common share purchase warrants exercisable for an additional 2,000,000 Gold Lion Shares at a price of $0.75 for a period of 24 months from issuance.

On May 22, 2020 Auralite has disposed of its interest in Singapore-based EVVO Labs Pte. Ltd. back to EVVO, in consideration for a $250,000 (Singapore dollars) secured by a promissory note (the "Secured Note"). The Secured Note is due one year from issuance and is secured by a pledge of the shares being sold back to EVVO.

On May 26, 2020 the Company has appointed James Henning as a Director of the Company effective immediately. Mr. Terry Thompson has resigned as a Director and as the Chief Financial Officer of the Company effective immediately. Mr. Peter Nguyen has been appointed as the Chief Financial Officer to replace Mr. Thompson. Mr. Nguyen currently also serves as a Director of the Company.

On May 27, 2020 Alvin Tan has resigned from the Company's board of directors, effective immediately. The Company intends to fill the vacancy left by Mr. Tan's resignation and continues to interview qualified candidates.

On May 28, the Company announced its intention to consolidate all of the Company's issued and outstanding common shares on the basis of ten pre-consolidation shares for one post-consolidated share (the "Consolidation"). The Company currently has 289,197,000 common shares issued and outstanding. Following completion of the Consolidation, the Company will have 28,919,700 common shares issued and outstanding.

On May 28, the Company announced its intention to change its name from "Auralite Investments Inc." to "Myconic Capital Corp." (the "Name Change"), or such other name as the Company's directors may determine to better reflect the Company's business activities going forward.

Auralite Investments Inc. MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended April 30, 2020

Other Requirements

Summary of Outstanding Securities as at June 26, 2020

Authorized: Unlimited number of common shares without par value.

Issued and outstanding: 289,197,000 Shares (including 2,700,000 Shares held in escrow)

Stock options: 500,000 @ $0.025 per share.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional information relating to our Company, including periodic quarterly and audited financial reports, is available on SEDAR at www.sedar.com.

SCHEDULE "D" – INVESTMENT POLICY

(tsee attached)

Auralite Investments Inc. (the "Company" or "Auralite")

Investment Policy

(Amended June 2019)

Investment Objective

As its objective under this Investment Policy, the Company will seek high return investment opportunities in privately held and publicly traded companies, with a focus on companies active in the high-tech, real estate, cannabis, mining and health & wellness sectors.

Investment Committee

It is anticipated that Auralite's investments will be carried out according to a disciplined process to maximize returns while minimizing risk, taking advantage of investment opportunities identified from the industry contacts of the Board, the officers of Auralite and the members of the investment committee (the "Investment Committee") established by Auralite. The Investment Committee will monitor the investment portfolio on an ongoing basis and review the status of investments. The Investment Committee will be subject to the direction of the Board, and will consist of at least three members. The members of the Investment Committee will be appointed by the Board, and may be removed or replaced by the Board. Each member of the Investment Committee shall be financially literate. It is expected that such members will include directors and/or officers of Auralite, but Auralite may also utilize, or appoint to the Investment Committee, qualified independent financial or technical consultants approved by the Board to assist the Investment Committee in making its investment decisions. One member of the Investment Committee may be designated and authorized to handle the day-to-day trading decisions in keeping with the directions of the Board and the Investment Committee.

Investment Evaluation Process

In pursuit of the investment objectives stated above, the Company, when appropriate, shall employ the following evaluation process: (a) the Company will obtain detailed knowledge of the relevant business segment and locality in which an investment will be made, as well as the specifically investment target companies, and (b) the Company will aim to adopt a flexible approach to investment targets without placing unnecessary limits on its investment, which may result in the Company holding a controlling position in an investment target or possibly requiring future equity or debt financings to raise funds for specific investment targets.

In selecting opportunities for the investment portfolio of Auralite, the Investment Committee will consider various factors in relation to any particular investment, including:

• (a) inherent value of an investment target's assets or potential;

• (b) proven management, clearly-defined management objectives and strong technical and professional support;

• (c) future capital requirements to develop the full potential of its business and the expected ability to raise the necessary capital;

• (d) anticipated rate of return and the level of risk;

• (e) financial performance; and

• (f) exit strategies and criteria.

All investments will be submitted to the Board for final approval. The Investment Committee will select all investments for submission to the Board and monitor Auralite's investment portfolio on an ongoing basis.

Conflicts of Interests

The Company has assembled a strong Board and management team, with diverse backgrounds and significant business expertise and experience. In assembling a Board with these characteristics, the Company has two primary goals:

• (a) to gain exposure to a wide variety of potential investments, including investments that Board members may already be familiar with or that come to their attention through other business dealings: and
• (b) where a Board member has a personal interest in a potential investment, to ensure that the Company has independent, qualified directors available to conduct an independent assessment.

The Company has no restrictions with respect to investing in companies in which a Board member may already have an interest. Any potential investments where there is a material conflict of interest involving an employee, officer or director of the Company may only proceed after receiving approval from disinterested directors of the Board. The Company must also comply with TSX Venture Exchange Policy 5.9 Protection of Minority Security Holders in Special Transactions, which mandates disinterested shareholder approval to certain transactions.

Investment Strategy

The following shall be the guidelines for Auralite's investment strategy:

General:

• 1. Auralite's primary focus will be to enhance shareholder value and generate a reasonable investment return by making investments in the high-tech, real estate, cannabis, mining and health & wellness sectors.
• 1. The Company may invest in securities of both public and private companies or other entities that the Company believes have the potential for superior investment returns. The Company may provide financing of a private or public company in exchange for predetermined royalties or distributions ("royalty securities"), and also acquire all or part of one or more businesses, portfolios or other assets, in each case that the Company believes will enhance value for the shareholders of the Company.
• 1. Target investments may encompass companies at all stages of development, including

early stage companies, as well as intermediate and senior companies where opportunities are available.

• 1. Investments of equity, debt or a combination thereof may be made through a variety of financial instruments including, but not limited to, private placements, participation in initial public offerings, bridge loans, secured loans, unsecured loans, convertible debentures, warrants and options, royalties, net profit interests and other hybrid instruments, which will be acquired and held both for long-term capital appreciation and shorter-term gains.
• 1. The nature and timing of Auralite's investments will depend, in part, on available capital at any particular time and the investment opportunities identified and available to Auralite.
• 1. In general, the investment activities of Auralite are expected to be passive. However, Auralite may, from time to time, seek a more active role in situations where involvement is expected to make a significant difference to success and resulting appreciation. Auralite may seek equity participation in situations to which it can potentially add value by its involvement, not only financially but also by the contribution of guidance and additional management expertise.
• 1. The Company's primary focus will be to invest in securities or debt instruments of issuers which have quality proven or prospective potential which management of the Company believes are, or will become, amenable to development of the potential. In other sectors, Auralite expects to invest in securities of issuers which it believes have competitive advantages in an area with a large potential market.
• 1. Immediate liquidity shall not be a requirement, but each investment shall be evaluated in terms of a clear exit strategy designed to maximize the relative return in light of changing fundamentals and opportunities.
• 1. Subject to applicable laws, there are no restrictions on the size or market capitalization with respect to Auralite's investments in the equity securities of public or private issuers.
• 1. Depending upon the Company's assessment of market conditions and investment opportunities, the Company may, from time to time, be fully invested, partially invested or entirely uninvested such that the Company is holding only cash or cash-equivalent balances while the Company actively seeks to redeploy such cash or cash-equivalent balances in suitable investment opportunities. Funds that are not invested or expected to be invested in the near-term, while the Company actively seeks to redeploy such funds in one or more suitable investment opportunities, may, from time to time as appropriate, be placed into high quality money market investments, including but not limited to Canadian Treasury Bills or corporate notes rated at least R-1 by DBRS Limited, each with a term to maturity of less than one year.
• 1. Subject to the full approval of the Board, the Investment Committee established by the Company may consider certain special investment situations, including assuming a controlling or joint-controlling interest in an investment target company, which may also involve the provision of advice to management and/or board participation.
• 1. All investments shall be made in full compliance with applicable laws in relevant jurisdictions, and shall be made in accordance with and governed by the rules and policies of applicable regulatory authorities.
• 1. Investments in private companies or in public companies listed in certain markets may trigger additional filing requirements with the TSX Venture Exchange. Where the investment is not publically traded on a recognized exchange, advance notice will be provided to the Exchange while the Company is listed on the TSX Venture Exchange.
• 1. Investments made by the Company are geographically agnostic. It will seek to pursue international opportunities as long as the investment creates value for the Company's shareholders.
• 1. The Company has no specific policy with respect to investment diversification. Each investment will be assessed on its own merits and based upon its potential to generate above market gains for the Company.
• 1. The Company may, from time to time, use borrowed funds to purchase or make investments or to fund working capital requirements, or may make investments jointly with third parties.

From time to time, the Board may authorize such additional investments outside of the guidelines described herein as its sees fit for the benefit of the Company and its shareholders.

Asset Allocation:

In determining the sector weighting of the investment portfolio, the Investment Committee shall analyze the current economic conditions and trends in North American and global economies and shall seek to respond quickly to such changes. The investment portfolio shall be positioned in accordance with the market view of the Investment Committee from time to time. Sector allocations may vary significantly over time.

Rebalancing:

Asset allocations will be reviewed by the Investment Committee on a monthly basis. Reallocations are anticipated to be required infrequently except during extremely volatile market periods.

Implementation:

The Investment Committee shall work jointly with the Board and management of Auralite to uncover appropriate investment opportunities. These individuals have a broad range of business experience and their own networks of business partners, financiers, venture capitalists and finders through whom potential investments may be identified.

Prospective investments will be channeled through the Investment Committee. The Investment Committee shall make an assessment of whether the proposal fits with the investment and corporate strategy of the Company in accordance with the investment evaluation process below, and then proceed with preliminary due diligence, leading to a decision to reject or move the proposal to the next stage of detailed due diligence. This process may involve the participation of outside professional consultants.

Once a decision has been reached to invest in a particular situation, a short summary of the rationale behind the investment decision should be prepared by the Investment Committee and submitted to the Board. This summary should include guidelines against which future progress can be measured. The summary should also highlight any finder's or agents' fees payable.

All investments shall be submitted to the Board for final approval. The Investment Committee will select all investments for submission to the Board and monitor the Company's investment portfolio on an ongoing basis, and will be subject to the direction of the Board. One member of the Investment Committee may be designated and authorized to handle the day-to-day trading decisions in keeping with the directions of the Board and the Investment Committee.

Negotiation of terms of participation is a key determinant of the ultimate value of any opportunity to the Company. Negotiations may be on-going before and after the performance of due diligence. The representative(s) of the Company involved in these negotiations will be determined in each case by the circumstances.

Management Participation

Auralite primarily expects to be a passive investor. However, from time to time, Auralite may, from time to time, seek a more active role in the companies in which it invests, and provide such companies with financial and personnel resources, as well as strategic counsel. Auralite may also ask for board representation in cases where it makes a significant investment in the business of an investee company. Auralite's nominee(s) shall be determined by the Board as appropriate in such circumstances.

Monitoring and Reporting

The Company's Chief Financial Officer shall be primarily responsible for the reporting process whereby the performance of each of the Company's investments is monitored. Quarterly financial and other progress reports shall be gathered from each corporate entity, and these shall form the basis for a quarterly review of the Company's investment portfolio by the Investment Committee. Any deviations from expectation are to be investigated by the Investment Committee, and if deemed to be significant, reported to the Board.

A full report of the status and performance of the Company's investments is to be prepared by the Investment Committee and presented to the Board at the end of each fiscal year.