UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-02883235-028

COMMISSION

Washington, D.C. 20549

Expires: July 31, 20182021

 Washington, D.C. 20549

Estimated average

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hours per.…2645.52


FORM 20-F

[  ]    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedNovember 30, 20172019

OR

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________to ______________________

Commission file number _______________________________

ALEXANDRA CAPITAL CORP.PLYMOUTH ROCK TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)

_______________________________________
(Translation of Registrant’sRegistrant's name into English)

    British Columbia, Canada
(Jurisdiction of incorporation or organization)

300 - 2015 Burrard Street, Vancouver, British Columbia
Canada V6J 3H3 (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registered

None

None

Not applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Stock
(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

    None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’sissuer's capital or common stock as of the close period covered by the annual report.

On November 30, 2017,2019, there were a total of 19,349,50032,796,600 common shares issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[   ]  YES  [X]    NO


If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[   ]  YES  [   ]  NO

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[   ]  YES  [X]  NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[   ]  YES  [X]  NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  [   ]

Accelerated filer  [   ]

Non-accelerated filer  [X]

Emerging Growth Company [   ]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [   ]

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  [   ]

International Financial Reporting

Other   [    ]
Standards as issued
by the International Accounting
Standards Board [X]

Other  [   ]



If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[   ]    ITEM 17  [   ]  ITEM 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[   ]  YES  [X]  NO

Pursuant to The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are classified as an “Emerging Growth Company.” Under the JOBS Act, Emerging Growth Companies are exempt from certain reporting requirements, including the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Under this exemption, our auditor will not be required to attest to and report on management’s assessment of our internal controls over financial reporting during a five-year transition period. We are also exempt from certain other requirements, including the requirement to adopt certain new or revised accounting standards until such time as those standards would apply to private companies. The company will remain an Emerging Growth Company for up to the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, although it will lose that status earlier if revenues exceed $1 billion, or if the company issues more than $1 billion in non-convertible debt in a three year period, or the company will lose that status on the date that it is deemed to be a large accelerated filer.


TABLE OF CONTENTS

PART I

3

6

Item 1. Identity of Directors, Senior Management and Advisers

3

6

Item 2. Offer Statistics and Expected Timetable

3

6

Item 3. Key Information

3

6

Item 4. Information on the Company

10

13

Item 4A. Unresolved Staff Comments

25

28

Item 5. Operating and Financial Review and Prospects

25

28

Item 6. Directors, Senior Management and Employees

27

30

Item 7. Major Shareholders and Related Party Transactions

32

35

Item 8. Financial Information

34

37

Item 9. The Offering and Listing

35

38

Item 10. Additional Information

36

39

Item 11. Quantitative and Qualitative Disclosures About Market Risk

45

48

Item 12. Description of Securities Other than Equity Securities

46

49

PART II

46

49

Item 13. Defaults, Dividend Arrearages and Delinquencies

46

49

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

46

49

Item 15. Controls and Procedures

46

49

Item 15T. Controls and Procedures

46

49

Item 16A. Audit Committee Financial Expert

47

50

Item 16B. Code of Ethics

48

51

Item 16C. Principal Accountants Fees and Services

48

51

Item 16D. Exemptions from the Listing Standards for Audit Committees

48

51

Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchaser

48

51

PART III

48

51

Item 17. Financial Statements

48

51

Item 18. Financial Statements

49

52

Item 19. Exhibits

49

52



GLOSSARY OF TERMS

The following glossary, which is not exhaustive, should be used only as an adjunct to a thorough reading of the entire document of which it forms a part.

adit: A horizontal or close-to-horizontal tunnel, man-made for mining purposes.

Ag: The chemical symbol for silver on the Periodic Table.

andesite: A fine-grained brown or greyish intermediate volcanic rock.

Au: The chemical symbol for gold on the Periodic Table.

breccia: A course-grained rock, composed of angular, broken rock fragments held together by a mineral cement or a fine-grained matrix.

chloritization: A form of alteration of a rock involving the replacement by, conversion into, or introduction of chloride.

crosscuts: Mine openings or passageways that intersect a vein or ore bearing structure at an angle.

epithermal: Applied to hydrothermal deposits formed at low temperature and pressure.

Feasibility Study: A detailed study of a deposit in which all geological, engineering, operating, economic and other relevant factors are engineered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

felsic: Applied to an igneous rock having abundant light-colored materials.

hectare: A metric unit of land measure equal to 10,000 square metres or 2.471 acres.

hydrothermal: Relating to hot fluids circulating in the earth's crust. Inductively coupled plasma mass spectrometry (ICP-MS): an analytical chemistry technique which is capable of detecting metals and several non-metals at concentrations as low as one part in 1015 (part per quadrillion, ppq) where minimal background radiation is present.

Indicated Mineral Resource:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, an Indicated Mineral Resource is part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.i

Inferred Mineral Resource:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes.ii

Measured Mineral Resource: As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources and Mineral Reserves, a Measured Mineral Resource is part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on a detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes that are spaced closely enough to confirm both geological and grade continuity.

1


mineral: An inorganic substance having usually a definite chemical composition and, if formed under favourable conditions, having a certain characteristic atomic structure which is expressed in its crystalline form and other physical properties.

Mineral Resource:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a Mineral Resource is a concentration or occurrence of natural, solid, inorganic, or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

Mineral Reserve:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

mineral claim: The portion of mining ground held under law by a claimant.

mineralization: Implication that the rocks contain sulphide minerals and that these could be related to ore.

National Instrument 43-101 (NI 43-101): A national instrument for the Standards of Disclosure for Mineral Projects within Canada. NI 43-101 is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada.

ore: That part of a mineral deposit which could be economically and legally extracted.

Probable Mineral Reserve:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Proven Mineral Reserve:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a proven mineral reserve, is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

quartz: A common rock forming mineral consisting of silicon and oxygen.

rhyolite: A fine-grained volcanic (intrusive) rock of granitic composition.

sulfidation: The reaction of a metal or alloy with a sulfur-containing species to produce a sulfur compound that forms on or beneath the surface of the metal or alloy.

stockwork: A metalliferous deposit characterized by the impregnation of the mass of rock with many small veins or nests irregularly grouped.

vein: A zone or belt of mineralized rock lying within boundaries clearly separating it from neighbouring rock. A mineralized zone has, more or less, a regular development in length, width and depth to give it a tabular form and is commonly inclined at a considerable angle to the horizontal. The term "lode" is commonly used synonymously for vein.

2


PART I

This annual report contains forward-looking statements. These statements relate to future events or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "potential", or "continue", the negative thereof or other variations thereon or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that the forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, shareholders and prospective investors should not place undue reliance on forward-looking statements. The forward-looking statements in this annual report speak only as to the date hereof. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this annual report, unless otherwise stated, all dollar amounts are expressed in Canadian dollars ("$"). "US$" refers to United States dollars. The financial statements and summaries of financial information contained in this annual report are also reported in Canadian dollars (“("$") unless otherwise stated. All such financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"),unless expressly stated otherwise.

As used in this annual report, the terms "we", "us", "our", "our company" and "the company" refer to Alexandra Capital Corp.Plymouth Rock Technologies Inc., a British Columbia corporation, and our subsidiaries,wholly owned subsidiary, Plymouth Rock Technologies Inc., a Delaware corporation, unless otherwise stated. References to "Alexandra Capital""Plymouth Rock USA refer to Alexandra Capital Corp. excluding its subsidiaries.our wholly owned subsidiary. 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable to Form 20-F filed as an Annual Report.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable to Form 20-F filed as an Annual Report.

ITEM 3.

KEY INFORMATION


A.

Selected Financial Data

The following table summarizes selected financial data for our company for the fiscal years ended November 30, 2017, 2016, 2015, 2014,2019, 2018, and 2013,2017, respectively, prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"). The information in the table is expressed in Canadian Dollars was extracted from the detailed financial statements and related notes included in this annual report and should be read in conjunction with such financial statements and with the information appearing under the heading, "Item 5 - Operating and Financial Review and Prospects" beginning at page 2518 below.

3


Selected Financial Data

(CAD$)

Statements of (Loss)
Income Data
Year Ended
November 30

Year Ended
November 30

2017
(audited)
($)
2016
(audited)
($)
2015
(audited)
($)
2014
(audited)
($)
2013
(audited)
($)

2019
(audited)
($)

2018
(audited)
($)

2017
(audited)
($)

2016
(audited)
($)

2015
(audited)
($)

RevenuesNil

Nil

Nil

Nil

Operating Expenses(116,359)(108,987)(91,635)(149,783)(52,096)

(4,617,362)

(681,655)

(116,359)

(108,987)

(91,635)

Net and Comprehensive Loss(115,989)(108,087)(89,433)(157,031)(48,195)

Comprehensive Loss

(4,320,563)

(986,901)

(115,989)

(108,087)

(89,433)

Loss Per Share Basic and(0.01)(0.00)

(0.14)

(0.04)

(0.01)

(0.01)

Common Shares Outstanding19,349,50012,934,00010,960,04410,094,000

32,157,904

23,874,477

13,150,484

12,934,000

12,934,000


Statement of Financial Position DataAs at November 30

As at November 30

2017
(audited)
($)
2016
(audited)
($)
2015
(audited)
($)
2014
(audited)
($)
2013
(audited)
($)

2019
(audited)
($)

2018
(audited)
($)

2017
(audited)
($)

2016
(audited)
($)

2015
(audited)
($)

Current Assets589,850101,443227,892373,623456,302

727,526

2,811,971

589,850

101,443

227,892

Current Liabilities51,17115,52533,88780,1858,000

227,058

166,941

51,171

15,525

33,887

Working Capital538, 67985,918194,005293,438448,302

500,468

2,645,030

538, 679

85,918

194,005

Total Liabilities and Shareholders' Equity760,862266,455392,904528,635456,302

739,990

3,893,973

760,862

266,455

392,904

(Deficit) Retained Earnings(615,184)(499,195)(391,108)(301,675)(144,644)

(5,968,892)

(1,602,085)

(615,184)

(499,195)

(391,108)


B.

Capitalization and Indebtedness

Not applicable to Form 20-F filed as an Annual Report.

C.

Reason for the Offer and Use of Proceeds

Not applicable to Form 20-F filed as an Annual Report.

D.

Risk Factors

In addition to the other information presented in this annual report, the following should be considered carefully in evaluating our company and its business. This annual report contains forward-looking statements and information within the meaning of U.S. and Canadian securities laws that involve risks and uncertainties. The Company’sCompany's actual results may differ materially from the results discussed in the forward-looking statements and information. Factors that might cause such differences include those discussed below and elsewhere in this annual report.

4


Risks Associated with MiningOur Business

Our reserveLimited Operating History


The Company has no history of business operations, revenue generation or production history.  The Company was incorporated on October 17, 2011 and resource estimateshas yet to generate a profit from its activities.  The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective.  The Company anticipates that it may take several years to achieve positive cash flow from operations.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Company's current and planned operations will be required.  No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Environmental rehabilitation or restitution, revenues, taxes, transportation costs, capital expenditures, operating expenses and development costs are basedall factors which will have an impact on interpretationthe amount of additional capital that may be required.  To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders.  Debt financing, if available, may also involve restrictions on financing and assumptions and may yield less mineral production under actual conditions thanoperating activities.  There is currently estimated.

In making determinations about whether to advance any of our projects to development, we must rely upon estimated calculations asno assurance that additional financing will be available on terms acceptable to the mineral reserves and gradesCompany or at all.  If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of mineralization on our properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. We cannot assure you that:

Reserve, resource or other mineralization estimates will be accurate; or
Mineralization can be mined or processed profitably.

Any material changes in mineral reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Our reserve and resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for silver, gold, zinc and lead may render portions of our mineralization uneconomic and result in reduced reported mineral reserves.

Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our results ofits operations or financial condition. We cannot assure youanticipated expansion, and pursue only those development plans that mineral recovery rates achieved in small scale testscan be funded through cash flows generated from its existing operations.

Regulatory Requirements

The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be duplicated in large scale tests under on-site conditions or in production scale.

Mineral operations are subject to government regulations which could have the effect of reducing or preventing us from exploiting any possible mineral reserves on our properties.

Mining and exploration activities are also subject to national and localgoverned by laws and regulations governing prospects,development, production, taxes, laborlabour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, minesite safety and othersother matters. There can be no assurance that all permits which currentlythe Company may require for the facilities and conduct of operations will be obtainable on reasonable terms or inthat such laws and regulation would not have an adverse effect on any development project which the future may have a substantial adverse impact on our company. In orderCompany might undertake.

Failure to comply with applicable laws, weregulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be required to makecurtailed, and may include corrective measures requiring capital expenditures, until a particular problem is remedied. Existing and possible future environmental legislation, regulation and action could causeinstallation of additional expense, capital expenditures, restriction and delaysequipment or remedial actions.  Parties engaged in the activities of our company, the extent of which cannot be reasonably predicted. Violatorsoperations may be required to compensate those suffering losslosses or damage, by reason of our mining activities and may be fined if convictedhave civil or criminal fines or penalties imposed upon them for violation of an offence under such legislation.applicable laws or regulations. Amendments to current laws, regulation and permits governing operations and activities of companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or development costs or require abandonment or delays in the development of new projects.

MiningFinancing Risks and mineral exploration has substantial operational risks, which could prevent us from achieving profitable operations.Dilution to Shareholders

MiningThe Company will have limited financial resources, no operations and mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may notno revenues. There can be no assurance that the Company will be able to overcome. Operationsobtain adequate financing in which we have an interestthe future or that such financing will be available on favourable terms or at all.  It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

Competition

There is competition within the security screening and threat detection market. The Company will compete with other companies, many of which have greater financial, technical and other resources than the Company, as well as for the recruitment and retention of qualified employees and other personnel.

An inability to secure or defend intellectual property rights and protections for our technologies may negatively impact our business or financial position.


The Company has developed security screening technologies that are adequate to counter various threats. The Company may be unable to prevent competitors from independently developing or selling products similar to or duplicate of the Company, and there can be no assurance that the resources invested by the Company to protect the Intellectual Property will be sufficient. The Company may be unable to secure or retain ownership or rights. In addition, the Company may be the target of aggressive and opportunistic enforcement of patents by third parties, including non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If the Company is found to infringe any third-party rights, it could be required to pay substantial damages or it could be enjoined from offering some of products and services. Also, there can be no assurances that the Company will be able to obtain or renew from third parties the licenses it needs in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

Governmental Regulations and Processing Licenses and Permits

The activities of the Company are subject to all of the hazardsvarious government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and risks normally incidental to exploration, development and production of base, preciousoccupational health, toxic substances and other metals, any of which could resultmatters.  Although the Company believes that its activities are currently carried out in damage to or destruction of minesaccordance with all applicable rules and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. The nature of these risks is such that liabilities could exceed policy limits of our insurance coverage, in which case we could incur significant costs that could prevent us from becoming profitable. Most exploration projects do not result in the discovery of commercially mineable ore deposits andregulations, no assurance can be given that any anticipated level of recovery of ore reservesnew rules and regulations will not be realizedenacted or that any identified mineral depositexisting rules and regulations will ever qualify asnot be applied in a commercially viable ore bodymanner, which can be legallycould limit or curtail production or development. Amendments to current laws and economically exploited.

Ourregulations governing operations and activities, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company. Further, the licenses and permits issued in respect of its projects may be subject to environmental regulations which may result in the imposition of fines and penalties.

Our operations may be subject to environmental regulations promulgated by government agencies from time to time. There is no assurance that environmental regulations will not change in a manner that could have an adverse effect on our Company's financial condition, liquidity or results of operations. Environmental legislation is constantly expanding and evolving in ways that impose stricter standards and more rigorous enforcement, with higher fines and more severe penalties for non-compliance, and increased scrutiny of proposed projects. There is an increased level of responsibility for companies, and trends towards criminal liability for officers and directors for violations of environmental laws, whether inadvertent or not. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations.

5


While we maintain appropriate insurance for liability and property damage, we may become subject to liability for hazards that cannot be insured against,conditions which, if such liabilities arise, could reduce or eliminate profitability for our Company.

Our operationsnot satisfied, may involve the use of dangerous and hazardous substances. While extensive measures are taken to prevent discharges of pollutants in the ground water and the environment, and it is anticipated that we will maintain appropriate insurance for liability and property damage in connection with our business, we may become subject to liability for hazards that cannot be insured against or which we may elect not to insure ourselves against due to high premium costs or other reasons. Should such liabilities arise, they could reduce or eliminate the profitability of us, resulting in a decline in the value of our securities. In the course of mining and exploration of our mineral properties, certain risks and, in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our securities.

There can be no assurance that title to any property interest acquired by us or our subsidiary is secured.

Although we have taken reasonable precaution to ensure that legal title to our properties is properly documented, there can be no assurance that our Company's property interests may not be challenged or impugned. Such property interests may be subject to prior unregistered agreements or transfers or other land claims, and title may be affected by undetected defects and adverse laws and regulations.

We have a limited operating history on which to base an evaluation of our business and prospects.

Since we have only relatively recently begun furthering development of our mining properties, we only have a limited operating history on which to base an evaluation of our future prospects. Our operating activities from incorporation in 2011 through November 30, 2017 consisted primarily of becoming listed on the TSX Venture Exchange (although we voluntarily delisted from the TSX Venture Exchange on March 9, 2016) and then locating and acquiring the interest in the properties that we currently hold. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the early stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. Aside from the professional track record of our Company’s management team, there is no history upon which to base any assumption aslead to the likelihood that our Company will prove successful and we can provide investors with no assurance that we will generate any net operating revenues or achieve profitable operations.

Our property is in the exploration stage; however, it has not been proven commercially viable at this time and there is no assurance that commercially viable quantitiesrevocation of ore will be discovered.

Our mineral property is in the early exploration stage and is not commercially viable at this time. No known bodies of commercial ore or economic deposits have been established to the satisfaction of National Instrument 43-101 (Canada) on any of the mineral properties. Mineral exploration involves a high degree of risk. There is no assurance that commercially viable quantities of ore will be discovered at our exploration sites, or that any of our current or future exploration properties will be brought into commercial production. Moreover, although we have carried out limited early-stage exploration of our SB Project property, we have not developed or financed a detailed plan for future exploration. If we are not able to locate sufficient quantities of commercially viable ore and bring our exploration property into commercial production, we may not be able to continue operations and, as a result, our shareholders may lose any investment in our Company.

6


We are subject to environmental protection legislation with which we must comply or suffer sanctions from regulatory authorities.

If the results of our geological exploration program indicate commercially exploitable reserves and we decide to pursue commercial production of our mineral claims, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities do not approve our mine or if the costs of compliance with government regulation adversely affect the commercial viability of the proposed mine.

Mineral prices are subject to dramatic and unpredictable fluctuations.

The market price of precious metals and other minerals is volatile and cannot be controlled. If the price of precious metals and other minerals should drop significantly, the economic prospects of the projects in which we have an interest could be significantly reduced or rendered uneconomic. There is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of same. Factors beyond our control may affect the marketability of any minerals discovered. Mineral prices have fluctuated widely, particularly in recent years. The marketability of minerals is also affected by numerous other factors beyond our control, including government regulations relating to royalties, allowable production and importing and exporting of minerals, the effect of which cannot be accurately predicted.

If we cannot locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.

To date, we have relied exclusively on the services of third party consultants for the evaluation, maintenance, and exploration of our mineral property. Not all of our directors and officers have direct training or experience in metals exploration or mining and none have visited our SB Project property. As a result, our officers and directors may not be fully aware of any of the specific requirements related to working within the industry or on our property. Their decisions and choices may not take into account standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm. As a result, we may have to suspend or cease operations which would result in the loss of your investment.

We cannot assure you that we will successfully acquire additional commercially mineable mineral rights.Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Estimates of reserves, resources, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.

Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project. Our future growth and productivity will depend, in part, on our ability to identify and acquire additional commercially mineable mineral rights, and on the costs and results of continued exploration and potential development programs. Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required to:

Establish ore reserves through drilling and metallurgical and other testing techniques;
Determine metal content and metallurgical recovery processes to extract metal from the ore; and
Construct, renovate or expand mining and processing facilities.

In addition, if we discover ore, it would take several years form the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, there can be no assurance that we will successfully acquire additional commercially mineable (or viable) mineral rights.

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Risks Associated with Our Business

Our company may have insufficient capital in the future to meet production demands and continue its operations.

As at November 30, 2017 we had a working capital of $538, 679. In the Company’s audited financial statements for the fiscal year ended November 30, 2017, our auditor stated there were material uncertainties that cast substantial doubt about the company’s ability to continue as a going concern. To maintain our activities, we will require additional funds which may be obtained either by the sale of securities or obtaining debt financing. There is no assurance that we will be successful in obtaining such additional financing; failure to do so could result in the inability of our company to develop new products, meet production and delivery demands and continue our operations.

We are dependent on the services of certain key officers, and the loss of these certain key personnel may have a materially adverse effect on our Company.

While engaged in the business of mining and exploring mineral properties in British Columbia, Canada, the nature of our business, our ability to continue our exploration of potential projects, and to develop a competitive edge in the marketplace, depends, in large part, on our ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and we may not be able to attract and retain such personnel. Our growth has depended, and in the future will continue to depend, on the efforts of our key management personnel most notably Blake Olafson, our President and CEO. The loss of any of these people would have a material adverse effect on us.licenses.

Conflicts of interest may arise as a result of our directors and officers being directors and officers of other natural resourcetechnology companies.

Certain of ourthe directors and officers mayof the Company will be engaged in, and will continue to be involvedengage in, a wide range ofother business activities throughon their directown behalf and their indirect participation in corporations, partnerships or joint ventures. Situations may arise in connection with potential acquisitionson behalf of other companies and, investments where the other interestsas a result of these director and officers may conflict with the interests of our Company. Ourother activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA.  To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

As certain of the Company's officers have other outside business activities and, will follow the procedures set outthus, may not be in the applicable corporate legislation.

Ifa position to devote all of their professional time to the Company, is characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.

As more fully described below in “Item 10.E. Taxation — United States Federal Income Tax Considerations — Passive Foreign Investment Company Status”, if for any taxable year our passive income, or the value of our assets that produce (or are held for the production of) passive income, exceed specified levels, weCompany's operations may be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. This characterization couldsporadic, which may result in adverse U.S. tax consequences to our U.S. shareholders, including gain on the disposition of our common shares being treated as ordinary income and any resulting U.S. federal income tax being increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain “excess distributions” in respect of our common shares.periodic interruptions or suspensions.

Risks Relating to the Common Shares

If our company's business is unsuccessful, our shareholders may lose their entire investment

Although shareholders will not be bound by or be personally liable for the our company's expenses, liabilities or obligations beyond their total original capital contributions, should our company suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment in our company.

The price of our Common Shares has been and may continue to be volatile.

The trading price for our common stock on  the TSX Venture Exchange (where our stock was traded from August 13, 2014 to March 9, 2016) and the Canadian Securities Exchange (CSE) (where our stock has traded since March 10, 2016) has been and is likely to continue to be highly volatile. Although our common shares are currently quoted on the OTC Pink tier of the electronic quotation service operated by OTC Markets Group, there is no active market for our common shares, and no significant U.S. market may develop. f such a market develops, prices on that market are also likely to be highly volatile.

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Factors that could adversely affect the price of our Common Shares include:

[  ]

fluctuations in our operating results;

[  ]

fluctuations of mineral commodity prices;
[   ]

changes  governmental regulation;

[  ]

negative exploration results;

litigation;

[  ]

inclement exploration conditions;
[   ]litigation;
[   ]

general stock market and economic conditions;

[  ]

number of shares available for trading (float); and

[  ]

inclusion in or dropping from stock indexes.

As a “foreign"foreign private issuer”issuer", our company is exempt from certain sections of the Securities Exchange Act of 1934 which results in shareholders having less complete and timely data than if the company were a domestic U.S. issuer.

As a “foreign"foreign private issuer," as defined under the U.S. securities laws, we are exempt from certain sections of the Securities Exchange Act of 1934. In particular, we are exempt from Section 14 proxy rules which are applicable to domestic U.S. issuers. The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K has typically been more limited than the submissions required of U.S. issuers and results in shareholders having less complete and timely data, including, among others, with respect to disclosure of: (i) personal and corporate relationships and age of directors and officers; (ii) material legal proceedings involving the Company, affiliates of the Company, and directors, officers promoters and control persons; (iii) the identity of principal shareholders and certain significant employees; (iv) related party transactions; (v) audit fees and change of auditors; (vi) voting policies and procedures; (vii) executive compensation; and (viii) composition of the compensation committee. In addition, due to the company’scompany's status as a foreign private issuer, the officers, directors and principal shareholders of our company are exempt from the short-swing insider disclosure and profit recovery provisions of Section 16 of the Securities Exchange Act of 1934. Therefore, these officers, directors and principal shareholders are exempt from short-swing profits which apply to insiders of U.S. issuers. The foregoing exemption results in shareholders having less data in this regard than is available with respect to U.S. issuers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if our company issues additional shares or raise funds through the sale of equity securities.

Our constating documents currently authorize the issuance of an unlimited number of Common Shares without par value. If we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in control of our company.

Our company does not intend to pay dividends on any investment in our common shares.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the market price of our common shares. This may never happen and investors may lose all of their investment in our company.

The risks associated with penny stock classification could affect the marketability of our common shares and shareholders could find it difficult to sell their shares.

Our common shares are subject to “penny stock”"penny stock" rules as defined in the Securities and Exchange Act of 1934 Rule 3a51-1. The SEC adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’scustomer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’scustomer's confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’spurchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common Shares in the United States and shareholders may find it more difficult to sell their shares.

Risks Relating to Management

We depend on key personnel to operate our business effectively in the competitive security and volatile exploration miningthreat detection technology industry.

OurThe success depends to a significant degree upon the continued contributions of the principal membersCompany will be largely dependent upon on the performance of our management team, who perform important functionsthe directors and would be difficult to replace. Ourofficers and the ability to attract and retain highly skilledkey personnel.  The loss of the services of these persons may have a material adverse effect on the Company's business and prospects.  The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers or other qualified personnel will berequired to operate its business.  Failure to do so could have a key factor in our future success.material adverse effect on the Company and its prospects.

Since certain of our officers and directors are located in Canada, it may be difficult to enforce any United States judgment for claims brought against such officers and directors.

Our company is organized under the laws of the Province of British Columbia, Canada and certain of our officers and directors are residents of Canada. While a cross border treaty exists between the United States and Canada relating to the enforcement of foreign judgments, the enforcement process is cumbersome and in some cases has prevented the enforcement of judgments. As a result, while actions may be brought in Canada, it may be impossible to affect service of process within the United States on the company’scompany's officers and directors or to enforce against these persons any judgments in civil and commercial matters, including judgments under United States federal securities laws. In addition, a Canadian court may not permit an original action in Canada or enforce in Canada a judgment of a United States court based on civil liability provisions of United States federal securities laws.

Our management is free to devote time to other ventures and shareholders may not agree with their allocation of time.

Our officers and directors devote a substantial amount of their time to the management and operation of the company’scompany's business. Management is not however, contractually required to manage or direct the company as their sole and exclusive function and they may have other business interests and engage in other activities in addition to those relating to the company. This includes rendering advice or services of any kind to and creating or managing other businesses, including other businesses in the fiber optic industry. Our officers and directors are required by law to act honestly and in good faith with a view to the best interests of the company and to disclose any interests, which they may have in any project or opportunity of the company. If a conflict of interest arises, at a meeting of the board of directors of our company, any director with a conflict is required to disclose their interest in the matter and to abstain from voting on such matter.

ITEM 4.

INFORMATION ON THE COMPANY


A.

History and Development of the Company

The Company was incorporated as Alexandra Capital Corp. was incorporated under the Business Corporations Act of British Columbia on October 17, 2011.  The head office, principal address and registered and records office of the Company are located at 300-2015300 - 2015 Burrard Street, Vancouver, BC,B.C., V6J 3H4.  The Company does notWe have any subsidiaries. Theone wholly owned subsidiary, Plymouth Rock Technologies Inc., a Delaware corporation ("Plymouth Rock USA").


Following incorporation, the Company was a capital pool company (“CPC”("CPC") as defined by Policy 2.4 of the TSX Venture Exchange (the “Exchange”"Exchange").

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On August 11, 2014 the Company completed its qualifying transaction with arm’sarm's length vendor (the “Vendor”"Vendor") Eastland Management Limited (“Eastland”("Eastland") and on August 13, 2014 commenced trading on the Exchange as a Tier 2 Mining Issuer (TSXV: AXC). Effective August 11, 2014, the Company’s principal business activity became the exploration of mineral resources on the Southern Belle or “SB” Property.

On March 7, 2016, the Company announced that it has received final approval to list its common shares on the Canadian Securities Exchange (the “CSE”"CSE") and has voluntarily delisted its common shares from the TSX Venture Exchange (the “TSXV”).TSXV. The Company’sCompany's common shares commenced trading on the CSE at market open on March 10, 2016 after beingand were delisted from the TSXV effective March 9, 2016. The Company’sCompany's common shares were traded under symbol "AXC" on the CSE.

On October 31, 2018, the Company completed its business acquisition of Plymouth Rock USA and changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new trading symbol “AXC” remains"PRT" on November 1, 2018 (See "Business Acquisition" section of this report).

On January 8, 2019, the same.Company's common shares commenced trading on the Frankfurt Stock Exchange in Germany under the Symbol: 4XA, WKN# - A2N8RH.

On February 12, 2019, the Company's common shares became eligible for electronic clearing and settlement through the Depository Trust Company ("DTC") in the United States ("US"). DTC is a subsidiary of the Depository Trust & Clearing Corporation, a U.S. company that manages the electronic clearing and settlement of publicly traded companies. DTC eligibility is expected to simplify the process of trading and enhance liquidity of the Company's common shares.

Effective August 27, 2019, the Company's common shares commenced trading on the OTC Markets Group ("OTCQB") under the symbol: PLRTF.

GeneralHistorical Development of our Business Sincesince Incorporation

Following our incorporation we became listed as a Capital Pool Company (“("CPC) on the TSX Venture Exchange (the “Exchange”"Exchange") on May 2, 2012. A CPC is a corporation formed by individuals acceptable to the Exchange with a history of successful involvement with listed corporations which have completed an offering of securities as an unallocated or uncommitted pool of investment funds to be used primarily to investigate business opportunities for acquisition by the CPC. The proposed acquisition must meet Exchange criteria for a "Qualifying Transaction" (“QT”("QT") acceptable to the Exchange.

On February 17, 2014 we entered into an Option Agreement, with Qualitas Holdings Corp. whereby we would acquire an option to earn an undivided 100% interest in and to the eight (8) mineral claims comprising the Southern Bell ("SB”SB") Project, located approximately 25 kilometers west of Merritt, British Columbia totaling 3,517 hectares. The Option Agreement was amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as optionor of the claims.

In order to maintain the Option in good standing and earn a 100% interest in the SB Property, the Company is required to incur exploration expenditures totaling $100,000 on or before August 11, 2015 (completed). The Company is also required to make cash payments to the vendors of the Option of $10,000 upon receipt of the Technical Report (paid), $15,000 at the time of Exchange approval (paid) and $10,000 on the first anniversary of Exchange approval (paid). Additionally, the Company must issue 500,000 shares (200,000 upon Exchange approval (issued) and 300,000 on or before the second anniversary (issued). .

Concurrent with the completion of the Qualifying Transaction, we arranged a non-brokered private placement (the “Offering”"Offering") of 2,400,000 flow-through units at a price of $0.05 per unit for aggregate gross proceeds of $120,000, Each flow-through unit under the private placement consists of one flow-through common share and one common share purchase warrant entitling the holder to acquire one additional non flow-through common share of the corporation at an exercise price of $0.10 within 60 months of closing. A finder’sfinder's fee of 240,000 non flow-through units with a deemed aggregate fair market value of $12,000 was paid in connection with the private placement.

Recent Developments and Transactions

As at November 30, 2017, the Company had incurred acquisition and exploration expenditures of $171,012 (November 30, 2016 - $165,012) on the Southern Bell Property. During the year ended November 30, 2017, we issued 300,000 common shares valued at $6,000 for the acquisition of exploration and evaluation assets. The Company fulfilled its obligation to earn the 100% interest in the Southern Belle Property with the share issuance.

On November 10, 2017, the Company entered into a non-binding Letter of Intent with WMC ApS (“WMC”("WMC"), a private Danish company based in Copenhagen which has developed and operates a platform for trading digital assets including digital currencies. The LOI providesprovided for the grant by WMC to the Company of an exclusive license to use, market, sub-license, sell and distribute the technology in Canada and the United States of America.


On November 20, 2017 Patrick Morris resigned from our board of directors. His resignation did not result from any disagreement with the Company regarding our operations, policies, practices or otherwise. Concurrently, Vivian Katsuris, our then Chief Financial Officer, was appointed to fill the ensuing vacancy on our board of directors.

On December 1, 2017, the Company completed a non-brokered private placement of 5,500,000 common shares at a price of $0.10 per share, for gross proceeds of $550,000.00. The Company also issued 490,500 common shares in respect of finder’sfinder's fees payable in relation to the private placement. Pursuant to Canadian securities regulation the common shares issued in the offering were subject to a four month hold period, which expired on March 30, 2018.

Also on December 1, 2017, the Company entered into a non-binding letter of intent with WMC ApS (“WMC”("WMC"), a private Danish company based in Copenhagen which brokers and develops payment processes in crypto currency transactions. The agreement replaced the non-binding letter of intent between the parties dated November 10, 2017. Pursuant to the new Letter of Intent, the Company, WMC and its shareholders proposed to enter into a definitive agreement whereby the Company would acquire all of the issued and outstanding common shares of WMC in consideration for the issuance by the Company of 26,000,000 common shares at closing, and an additional 15,000,000 common shares on the 13th month after closing, subject to WMC achieving an average of $5,000,000.00 in gross monthly transaction volume over the preceding 12 months. Closing of the transaction was subject to several conditions precedent, including the completion of a definitive agreement and achievement of financing for gross proceeds of at least $3,000,000.00, among others. ON April 10, 2018 the Company announced its intention not to pursue the transaction with WMC.

On December 22, 2017 Jeremy Poirier was appointed as a director of our board of directors.

On January 15, 2018 Blake Olafson resigned as president, chief executive officer, and as a director of the Company, and Vivian Katsuris resigned as Chief Financial Officer. The resignations did not result from any disagreement with the Company regarding our operations, policies, practices or otherwise. Concurrently, our board of directors appointed Vivian Katsuris as President and Chief Executive Officer, and Zara Kanji as Chief Financial Officer. Ms. Katsuris also continues as a director of the Company.

Recent Developments and Acquisition of Plymouth Rock USA

During the year ended November 30, 2018, the Company sold its entire interest in the SB Property for a cash payment of $15,000, incurring a loss on the disposition of exploration and evaluation assets of $156,012. With the business acquisition and the sale of the mineral interest of the SB Property, the Company no longer pursues the exploration and development of mineral properties.

On April 10, 2018 the Company entered into a non-binding letter of intent with Plymouth Rock Technologies Inc. (“PRT”("PRT"). PRT is a private Delaware corporation that is developing a system using Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, like airports, shopping malls, schools and sports venues. PRT is also developing a millimeter wave antenna with military and civilian applications which can be drone-mounted to detect weapons such as guns, suicide vests, and explosives in mass gatherings. PRT is also working on other threat detection systems and technologies that can be integrated into existing screening environments. Pursuant to the Letter of Intent, the Company, PRT and its shareholders propose to enter into a definitive agreement whereby the Company would acquire all of the issued and outstanding common shares of PRT in consideration for the issuance by the Company of 3,000,000 common shares of the Company at closing. All common shares issued as consideration for the PRT shares would be subject to escrow and resale restrictions under Canadian securities law and the policies of the Canadian Securities Exchange.

On June 21, 2018, the Company entered into a definitive agreement with Plymouth Rock USA. Pursuant to the agreement, the Company will acquire all of the issued and outstanding common shares of Plymouth Rock USA in consideration of the issuance of 3,000,000 common shares of the Company. All shares issued as consideration for the Plymouth Rock USA shares will be subject to a resale restriction period of four months from the closing of the transaction and will bear a restrictive legend to this effect.

On October 30, 2018, the Company received shareholder approval regarding our proposed change of business, change of name and symbol with the acquisition of Plymouth Rock USA. For the acquisition, the Company issued 3,000,000 common shares of the Company to the four shareholders of Plymouth Rock USA. The Company also issued 231,250 common shares of the Company as a finder's fee. The company changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new trading symbol "PRT" on November 1, 2018.


On February 19, 2019, the Company signed a memorandum of understanding ("MOU") with Abicom International Ltd. ("Abicom International"), a Qualcomm authorized design partner, to assist in the continued development of the Plymouth Rock Wi-Ti (Wireless Threat Indication) system and prototype. Wi-Ti is a passive detection system that uses artificial-intelligence ("AI") to analyze the radio waves within an area. The system uses radar-based algorithms to filter common items such as cell phones and general pocket items from concealed threats items such as assault weaponry and improvised explosive devices ("IED'S").

On March 12, 2019, the Company announced that Manchester Metropolitan University assigned the Millimeter Wave, Shoe Scanning technology IP to the Company for the consideration of $30,000. The Millimeter Wave Shoe Scanner is a floor-mounted 3D imaging system that uses harmless millimeter wave imaging techniques to inspect footwear. The scanner is then able to identify if the footwear has been altered or is being used to transport concealed items, such as weaponry, substances, compounds, or electronic items.

On March 12, 2019, Manchester Metropolitan University assigned and on October 8, 2019, transferred the Millimeter Wave, Shoe Scanning technology IP to the Company for the consideration of $30,000. The Millimeter Wave Shoe Scanner is a floor-mounted 3D imaging system that uses harmless millimeter wave imaging techniques to inspect footwear. The scanner is then able to identify if the footwear has been altered or is being used to transport concealed items, such as weaponry, substances, compounds, or electronic items. As of October 8, 2019, the IP and patent transfer for this technology was already completed.

On April 9, 2019, the Company was  accepted as a member of the USA National Safe Skies Alliance, Inc, which is a non-profit organization that works with airports, government, and industry to maintain a safe and effective aviation security system.

On April 25, 2019, the Company was accepted as a member of the Canadian Association of Defense and Security Industries, which is dedicated to scientific, engineering, industrial, and management preparedness for the common defense of Canada.

On October 15, 2019, the Company announced the launch of its new product under development, the PRT-X1 which is a next level Unmanned Aerial System (UAS) drone designed with the direct input of law enforcement, intelligence agencies, military, and rescue services to address the global requirement for a multi-role, state-of-the-art aerial platform (See DEVELOPING TECHNOLOGIES).

On October 16, 2019, the Company entered into a binding agreement with Aerowave Corporation ("Aerowave") whereby the Company significantly acquired the finished goods and inventory, for a consideration equal to 50,000 shares of Plymouth Rock Technologies Inc. times $0.46 per share which is the average closing price on OTCQB market over the twenty days prior to the closing date of the sale.

B.

Business Overview

We are a miningsecurity and explorationthreat detection technology company listed on the Canadian Securities Exchange, trading under the symbol “AXC”"PRT". Our common shares are also quoted under the symbol “ASDRF”"PLRTF " on the OTC PinkOTCQB tier of the OTC Markets electronic quotation system, however there is no active market for our stock on the OTC Markets. Our current activities are focused on the exploration for preciousdevelopment of security screening and base metals on our SB Project property described herein.threat detection technology solutions using radar imaging and signal processing technology.  We are in the explorationdevelopment phase and dohave not have any producing property. As at November 30, 2017, we had incurred acquisitionachieved revenue. 

Our Technologies

The Company's core technologies include: (1) A Millimeter-wave Remote Imaging system from Airborne Drone ("MiRIAD"); (2) A compact millimeter-wave radar system for scanning shoe's ("Shoe-Scanner"); and exploration expenditures(3) Microwave radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, such as airports, shopping malls, schools and sports venues ("Wi-Ti " - Wireless Threat Indication). In addition, the Company has announced on October 15, 2019 the launch of $171,012 (November 30, 2016 - $165,012) on our SB Property. Also during fiscal 2017, our management has engagedits newest technology, the "PRT-X1", a next level Unmanned Aerial System (UAS) drone.

Wi-Ti

On February 19, 2019, the Company signed a memorandum of understanding ("MOU") with Abicom International Ltd. ("Abicom International"), a Qualcomm authorized design partner, to assist in the identificationcontinued development of the Plymouth Rock Wi-Ti (Wireless Threat Indication) system and evaluationprototype. Wi-Ti  is a passive detection system that uses artificial-intelligence ("AI") to analyze the radio waves within an area. The system uses radar-based algorithms to filter common items such as cell phones and general pocket items from concealed threats items such as assault weaponry and improvised explosive devices ("IED'S").


The past three years have seen significant advances in the monitoring of Wi-Fi radio wave analysis. This includes Wi-Fi used to track and trace the movements of people in real time through walls. Similar techniques have used Wi-Fi radio waves to detect subtle changes in breathing and heart rates. The Plymouth Rock Wi-Ti technology advances that analysis to concealed threat detection. Unlike other emerging screening technologies Wi-Ti can be used in airport concourse areas, stadiums and open spaces at stand-off distances. Our unique radar imaging and signal processing technology allows for none intrusive screening of crowds in real time. Further, with Wi-Ti, there are no radio emissions, so this method of detection can be freely used in any Wi-Fi enabled environment without special license or regulatory approval.

Abicom International has worked with many prominent security and technology companies, including Bosch Security, Siemens Transportation, QinetiQ, Harris Systems and Northern Light Technologies. "Abicom International's status as a Qualcomm design center is an assurance of excellence that is granted to less than eleven companies globally". The partnership between Plymouth Rock and Abicom International is about the drive to continuously expand the realm of possibilities for Wi-Fi based technologies.

Millimeter Wave, Shoe Scanning Technology

On March 12, 2019, the Company announced that Manchester Metropolitan University assigned the Millimeter Wave, Shoe Scanning technology IP to the Company for the consideration of $30,000. The Millimeter Wave Shoe Scanner is a floor-mounted 3D imaging system that uses harmless millimeter wave imaging techniques to inspect footwear. The scanner is then able to identify if the footwear has been altered or is being used to transport concealed items, such as weaponry, substances, compounds, or electronic items.

The Millimeter Wave Shoe Scanner allows for the rapid screening of footwear without necessitating removal of shoes. With a screening time of 30 PPM (Persons/Minute) the Shoe Scanner is ideal for airport terminals, prison/correctional facilities, public events and other high throughput, screening applications. This safe, proven technology is already sanctioned by US FDA, Health Canada and EU Airport legislation.

MIRIADMIRIAD is a compact, RF sensor package that is specifically designed for use on UAVs (Unmanned Aerial Vehicles). The basic sensor format will be designed to support a variety of missions but will be initially optimized to detect weaponry or suicide devices concealed on a person in an outdoor environment using passive millimeter wave radar.

MIRIAD uses a unique ultra-lightweight antenna to capture radar images of target subjects within a wide field of view.  The captured radar image data, along with high resolution video is then backhauled wirelessly over a high capacity data link to a central processing center for data analysis.  Using algorithm based digital signal processing techniques the radar signature is analyzed and overlaid onto the video imagery to display a real time image of the video capture that includes an indication of any concealed threat item.    The technology uses both Artificial Intelligence (AI) and Augmented Reality (AR) techniques to positively Identify a threat and its exact location on subjects within its field of view. Multiple MIRIAD equipped UAV's can be supported by a single data processing facility to cover large areas.

MIRIAD's primary intended applications are outdoor public event crowd screening, special police and security service operations, and forward operating base protection,  Other planned applications include remote infrastructure inspection and analysis; oil and gas pipeline inspection, and search and rescue (land and sea).

PRT-X1 Updates

On October 15, 2019, the company announced the launch of its new technologiesproduct under development, the PRT-X1 which is a search and businessesrescue grade Unmanned Aerial System (UAS) drone designed with the aimdirect input of diversifying our business through strategic transactions. We do not currently have any detailed planslaw enforcement, intelligence agencies, military, and rescue services to conduct explorationaddress the global requirement for a multi-role, state-of-the-art aerial platform. The production PRT-X1 has been unveiled live at the 2019 International Security Conference (ISC), at the Javits Center in New York City on our property. Recovery ofNovember 20-21, 2019. In  2020 the cost of our mining assets is subjectPRT-X1 UAS will be submitted to the discovery of economically recoverable reserves, our Company’s ability to obtain the financing required to pursue exploration and development of its properties, and profitable future production or the proceeds from the sale of our properties. We must periodically obtain new funds in order to pursue our activities. We do not currently have any detailed plans to conduct additional exploration on our property. To date, we have relied exclusively on the services of third party consultantsU.S Army's Unique Mission Cell Program, TSOA, for the evaluation, maintenance, and exploration of our mineral property. No member of our management team has visited the SB Project property.war-fighter evaluations.

11


Market Prices of Gold

The market prices of gold, silver and other precious metals have historically fluctuated widely and are affected by numerous global factors beyond our control. A decline in such market prices may have an adverse effect on revenues we receive from the sale of minerals. A decline in prices will also reduce our exploration efforts and make it more difficult to raise capital.

Sources and Availability of Raw Materials


Other than water and power, both of which are readily available and do not experience any material price volatility, weWe do not require or anticipate requiring any uncommon raw materials withfor manufacturing of our planned products.  Our planned products will rely on common electronic components and materials which are not subject to carry out our business.significant price volatility.  ,

Patents and Licenses; Industrial Commercial and Financial Contracts; and New Manufacturing Processes

In conducting our business operations, we are not dependent on any patentedcertain proprietary or licensed processes, technology, industrial, commercialdesigns, and other intellectual property.  We currently hold the United Kingdom patent for the Millimeter Wave, Shoe Scanning technology for a term of 15 years. We have not obtained any other patents, patents applications or financial contractstrademarks in connection with our products or new manufacturing processes.planned products, and have no plans to do so in the immediate future.  We intend to protect our intellectual property primarily through a combination of trade secrets, license restrictions, and copyright.

Competition

We are a mineral resource explorationsecurity and threat detection technology company. We compete with other mineral resource explorationtechnology companies for financing and for the acquisitionmarket share in our fields of new mineral properties.specialization.  . Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitionsthe acquisition, development and commercialization of mineral propertiestechnologies of merit, on exploration of their mineral properties and on development of their mineral properties.. In addition, they may be able to afford more geologicalscientific or engineering expertise in the targeting and explorationdevelopment of mineral properties.their technologies. This competition could result in competitors having mineral propertiesoffering products of greater quality and interest to prospective investors who may finance additional exploration.development and commercialization. This competition could adversely impact on our ability to finance further explorationproduct development and to achieve the financing necessary for us to develop our mineral properties.business

Compliance with Government Regulation

Our business is subject to laws and regulations governing prospecting, development, mining,the production, sale and use of surveillance, threat detection and security technology, including but not limited to regulation regarding public safety, personal privacy, public transportation, criminal law, consumer protection, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. The MinesLegislation such as the Airport Security Federalization Act (United States), the Aviation and Mineral Resources Division (MMD) ofTransportation Security Act (United States) and the Ministry of EnergyAviation Security Act (Canada) and Mines (MEM) regulates the approval, development and reclamation of all mines in British Columbia under the authority of the province’s Mines Act (1996) and itstheir respective associated regulations, and all other applicable Federal, State, Provincial and Provincialmunicipal laws. AnyThe testing, marketing, and sale of our current and future exploration willproducts may require licenses andpermissions or permits from various governmental and nongovernmental authorities, and may require permission of surface title holders for access to conduct exploration and/or extraction.authorities. There can be no assurance, however, that all permitspermissions or surface access rights which we may require for continued exploration, construction of mining facilities and conduct of mining operations, particularly environmental permits and other reclamation requirements, will be obtainable or achievable on reasonable terms or that compliance with such laws and regulations would not have an adverse effect on the profitability of any mining projectproduct that we may undertake.develop or seek to market.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operationsthe marketing, sale, or use of our products to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.curtailed. 

Amendments to current laws, regulations and permits governing operations and activitiesthe intended use of mining companies,our technologies, or more stringent implementation thereof, could have a material adverse impact on our business and cause increases in capital expenditures or production costs, or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.products.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. For a more detailed discussion of permitting requirements application to our proposed mineral exploration activities, please refer to the information contained under the heading “Regulation of Mineral Exploration in British Columbia” on page 31of this registration statement.planned products.

12


Research and Development Expenditures

The Company has acquired its technology and intellectual property through acquisition.  We haveaccordingly incurred $Nil$399,720 in research and development expenditures overduring the last fiscal year.year ended November 30, 2019.

Employees

Currently, we do not have anytwo full time employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.


We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

C.

Organizational Structure

We do not currently have any subsidiaries.The Company's subsidiary is as follows:

D.

Entity

Country of Incorporation

Effective Economic Interest

Plymouth Rock Technologies Inc. ("Plymouth Rock USA")

USA

100%

Plymouth Rock USA was incorporated under the General Corporation Law of the State of Delaware on March 22, 2018.

D.

Property, Plants and Equipment

Our company's headoperating office is located in an office space in Vancouver, British Columbia, Canada. On October 31, 2017, wePlymouth, Massachusetts.  In November 2018, Plymouth Rock USA entered into one-yeartwo-year lease agreement for the spaceleased premises in Plymouth, Massachusetts, commencing NovemberDecember 1, 20172018 and ending on October 31, 2018.November 30, 2020. The minimum base rent is $2,500 per month.

Previously we occupied an office space provided by our former President and CEO. We rented that office space at the rate of $100US$2,917 per month untilfor the third quarter of 2015,period from December 1, 2018 to November 30, 2019 and it was subsequently provided without charge on aUS$3,005 per month from December 1, 2019 to month basis through October, 2017.November 30, 2020.

We believe that our existing facilities are adequate to meet our needs for the foreseeable future.

Information Concerning the SB Project

Property DescriptionOn February 17, 2014, and Location

The geographic center offurther amended on May 2, 2014, the property is at approximately 634000E; 5561000NCompany entered into an Option Agreement, with Eastland Management Ltd. whereby the Company acquired an option to earn an undivided 100% interest in UTM ZONE 10 (NAD 83) or at 50° 11’ 38” north latitude and 121° 8’ 6” west longitude. The property isto the eight (8) mineral claims comprising the Southern Bell ("SB") Property, located approximately twenty five25 kilometers west of Merritt, B.C., and lies between Trans-Canada Highway 1 and Provincial Highway 5. Access is via secondary road systems fromBritish Columbia totaling 3,517 hectares.  The Option Agreement was amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as the Trans-Canada Highway, south of Spences Bridge, which provide reasonable access throughout muchoptionor of the claims. The mineral tenures are

On August 26, 2015, the Company and Eastland Management amended the Option Agreement so that on the first anniversary of Exchange approval (August 11, 2015) the Company must arrange for subsurface rights only and there are no surface rights associated with the tenures. All tenures are on crown land are legally accessible. The SB Project property lies within the traditional territorypayment of $10,000 to Eastland Management in lieu of the Nlaka’pamux First Nation. Land claims have not been settledoriginal obligation to issue 200,000 common shares. All other aspects of the Option Agreement remain unchanged.

In order to maintain the Option in this partgood standing and earn a 100% interest in the SB Property, the Company was required to incur exploration expenditures totaling $100,000 on or before August 11, 2015 (completed). The Company was also required to make cash payments to the vendors of British Columbiathe Option of $10,000 upon receipt of the Technical Report (paid), $15,000 at the time of Exchange approval (paid) and their future impact$10,000 on the property’s access, titlefirst anniversary of Exchange approval (paid). Additionally, the Company had to issue 500,000 shares (200,000 upon Exchange approval (issued) and 300,000 on or before the rightsecond anniversary (issued).

During the year ended November 30, 2018, the Company sold its entire interest in the SB Property for a cash payment of $15,000, incurring a loss on the disposition of exploration and ability to perform work remain unknown.

Table 1.List of Tenures

The SB Project consistsevaluation assets of $156,012. With the business acquisition and the sale of the following mineral claims:

Tenure
Number
ClaimNameOwnerMap
Number
Good To
Date
Area (ha)
855421SB 1266788092I2018/Dec/31496.62
855422SB 2266788092I2018/Dec/31475.93
855424SB 3266788092I2018/Dec/31475.92
855425SB 4266788092I2018/Dec/31310.24
855426SB 5266788092I2018/Dec/31310.24
855427SB 6266788092I2018/Dec/31517.07
855428SB 7266788092I2018/Dec/31517.06
855430SB 8266788092I2018/Dec/31413.65
     Total:3516.73

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14


Accessibility, Climate, Local Resources, Infrastructure and Physiography

The SB property lies 25 kilometres west of Merritt, British Columbia. The claims are readily accessible west from Merritt on Provincial Highway 8 to Spius Creek Road and then via the Spius Creek Road to the Nuaitch Creek Road which traverses the property.

The topography is moderately steep, lying between 490 metres and 1620 meters above sea level (ASL). There are cliffs and long ridges of outcrop throughout the property. The major drainage is Nuaitch Creek through the centre of the property. Limited areas in the northwest have been logged, while the remaining property consists of open stands of fir and pine. The southern portion of the property is accessible from Nuaitch Creek Road and the northwest corner is accessible from Manning Creek Road.

In this part of the province the climate is typical for the southern interior of British Columbia. Summers are generally warm and dry and winters are cold with significant snow accumulations. Temperatures can dip to minus 20 Celsius for extended periods. Depending upon the type of exploration, the field season generally runs from late April to early November.

This is a preliminary grass roots exploration project. The sufficiency of surface rights for mining operations and the availability and sources of power, water and mining personnel have not yet been considered. Potential tailings storage and waste disposal areas, heap leach pad areas and potential processing plant sites have not yet been investigated.

15


History

The SB property lies within the Spences Bridge Gold Belt (“SBGB”), a northwest trending belt of Cretaceous volcanics of island arc affinity, in south central British Columbia. The SBGB stretches from Princeton northwestward to Lillooet with smaller outliers continuing further northwestward to Gang Ranch.

The SBGB has been continuously explored since the initial discovery of low sulphidation epithermal precious metal mineralization in 2000. A staking rush in the mid 2000’s resulted in several regional exploration programs by Almaden Minerals Ltd., Consolidated Spire Ventures Ltd., Strongbow Exploration Inc., Tanqueray Resources Ltd. and Appleton Exploration Inc. Most of these companies are now concentrating on key mineralized areas, dropping much of the peripheral ground.

There have been two exploration programs completed on the present SB claims, before the 2012 exploration program completed by MGM Resources Corp. which is further described below – see “Information Concerning the SB Project - Exploration”. Both of the earlier programs were orientated towards the search for low sulphidation epithermal gold deposits in the Spences Bridge Group.

Midland Recording Ltd. completed a program of preliminary rock and stream sediment sampling on their Southern Belle property in 2005 (Henneberry, 2006). This program concentrated on the northern tributaries of Nuaitch Creek and consisted of 12 stream sediment samples and 13 rock samples. Two of the stream sediments samples returned values of 70 ppb Au and 90 ppb Au respectively ,the remaining silts reported assays ranging from <5 to 15 ppb gold, none of the silt sampled reported anomalous arsenic or antimony values. The rock sample results ranged from <5 to 30 ppb gold, the latter was a composite grab of quartz vein float. There were no arsenic anomalies with the rock samples; only two samples reported values exceeding the analytical detection limit with a high of 10 ppm arsenic.. A total of $11,793.10 was recorded as assessment work with the British Columbia Ministry of Energy, Mines and Petroleum Resources for this program.

Strongbow Exploration Inc. completed limited rock sampling, stream sediment sampling and a widely spaced soil grid on the Southern Belle property optioned from Midland Recording Ltd. in 2006 (Stewart and Gale, 2006). This program also covered other claims outside the current Southern Belle property, called the Silk and Manning properties. The entire Strongbow program cost $91,950 and included the collection of 84 silt samples, 388 soil samples and 81 rock samples, the vast majority of work was completed on the Southern Belle property. This program located an area of weakly to moderately strong gold-in-soil values on the ridge to the south of Nuaitch Creek. This area was never followed up and is a high priority target. The best result from the soil sampling program was a high of 61 ppb gold that was close to the anomalous silt samples outlined by the 2005 Midland program. There are no known historical or current mineral resource or mineral reserve estimates on the SB property nor has there been any recorded production.

Geology Setting

The Spences Bridge Gold Belt lies within the Intermontane Tectonic Belt of Central British Columbia, proximal to its western boundary with the Coast Plutonic Belt. The Intermontane Beltis a region of relatively low topographic and structural relief, while the Coast Plutonic Belt is a region of high topographic and structural relief.

The two primary belts are further divided into nine lithographic terranes in the map area: Coast Complex, Harrison, Cadwallader, Bridge River, Shuksan, Methow, Stikinia, Cache Creek and Quesnellia, respectively from west to east. Each terrane is bounded by major faults.

The Harrison and Coast Complex terranes are not directly relevant to the Spences Bridge Group and its mineralization.

The Cadwallader Terrane lies to the west of the northern outliers of the Spences Bridge Group. It comprises a series of Cretaceous clastic sediments and the Powell River Group volcaniclastics. The Bridge River Terrane consists of Mississippian to middle Jurassic marine sedimentary and volcanic rocks. The Shuksan Terrane consists primarily of Cretaceous intrusives and high grade metamorphic rocks.

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The Methow Terrane forms much of the boundary between the two belts. It comprises sequences of Jurassic through to Cretaceous, predominantly fine grained, clastic sediments.

The south end of the Stikinia Terrane includes Cretaceous clastic sediments and a series of Jurassic through to Cretaceous intrusives.

The geology of the Cache Creek Terrane is complex with units ranging in age from Pennsylvanian to middle Jurassic. The rocks include a mélange of Permian to Pennsylvanian carbonates with minor clastic sediments and volcanics in the eastern and central sections and a series of Permian to middle Jurassic clastic sediments with minor carbonates and volcaniclastics to the west.

The Quesnellia Terrane consists primarily of the upper Triassic Nicola Group clastic sediments, and volcanic rocks with associated late Triassic - early Jurassic intrusions. The most important is the Guichon Creek Batholith, which hosts the Highland Valley copper deposits.

The Methow, Stikinia, Cache Creek and Quesnellia Terranes are covered by Cretaceous and/or Tertiary sedimentary and volcanic overlap assemblages. These include Miocene - Pliocene plateau basalts and coarse clastic sediments of the Chilcotin Group, Eocene to Oligocene volcanics and Eocene basalt and andesite, local rhyolite, breccia, tuff and sandstone thought to be related to the Kamloops Group. Spences Bridge Group flows and volcaniclastics occur as a series of outliers though the lower end of the Stikinia Terrane in the north and as a large belt within the Quesnellia Terrane inthe south.

The middle to upper Cretaceous Spences Bridge Group has recently been identified as a significant target for epithermal precious metal mineralization. This group forms a northwest trending volcanic belt consisting of a thick sequence of gently folded volcanics with lesser sediments dipping shallowly to the northeast. Rocks of the Spences Bridge Group are believed to have formed as a chain of stratovolcanoes associated with subsiding, fault-bounded basins (Thorkelson, 1985).

Glacial drift and alluvium deposits were deposited in creek and river valleys by south moving Pleistocene glaciers.

Geology of the Spences Bridge Group

The Spences Bridge Group forms a northwest trending belt from 3 to 24 kilometres wide extending from north of Princeton through to east of Lillooet. (Duffel and McTaggart, 1952). A faulted extension of the belt occurs as a series of outliers in the Churn Creek / Empire Valley area west of 100 Mile House (Thorkelson, 2006). The group is estimated to be up to 3,400 metres in thickness. (Thorkelson, 2006). The Spences Bridge Group consists of two formations: the Pimainus Formation and the overlying Spius Formation. The Pimainus Formation consist mainly of subaerial flows and pyroclastic volcanic strata interbedded with minor sedimentary intervals containing sandstone and conglomerate. The overlying Spius Formation consists is characterized by a thick succession of andesite flows. These flows vary from aphanitic with or without sparse pyroxene phenocrysts to amygdaloidal. In some places, the contact is conformable and hard to identify, while in others, lacustrine beds separate the two formations. (Thorkelson, 2006).

The Spences Bridge Group is preserved in the Nicoamen structural depression, a complex synclinorium crosscut by normal faults. It may have been forming at the same time as the Spences Bridge Group. Presently, the Spius Formation is largely confined to the centre of the structural depression but appears to be the relic of an extensive shield volcano with a few cinder cones. (Thorkelson, 2006).

Structurally, the Spences Bridge Group is generally gently folded, with dips from 10o to 40o. Individual flows and beds do not appear to be widespread. There appears to be some faulting within the group but the lack of marker horizons makes measurement of any displacement difficult. (Duffel and McTaggart, 1952).

SB Project Geology

The SB property was mapped during the Strongbow 2006 exploration program (Stewart and Gale, 2006). The following is a summary of the mapping program.

17


The dominant rock type found on the property is thick stacks of basalt lava flows and associated dikes and breccias of the Spences Bridge Group Spius formation. Sedimentary rocks associated with the Spius formation overlie an unconformity at the base of this formation, through the area, but not on the present SB property. This unconformity separates Spius formation rocks from the underlying Pimainus formation volcanic rocks which are also only exposed on the northeast corner of the property. There is one undated intrusions on the eastern boundaryinterest of the SB property.

The Spius formation provide a thick, extensiveProperty, the Company no longer pursues the exploration and continuous cover over the more varied Pimainus formation pyroclastic sequences. The Spius formation in the area comprises massive to stacked coherent flowsdevelopment of weakly porphyritic to aphanitic, black to red andesite and basalt. The more massive flows observed may be hornblende or plagioclase porphyritic. Deposits are generally amygdaloidal, can be flow banded and rarely show pipe vesicles. Rare tuffaceous interbeds include hematite-rich, oxidized ash and scoria-lapilli tuff. Amygdaloidal dikes intrude along vertical fractures through the resistive lava flows, but may flow laterally along unconsolidated tuff layers forming diffuse frothy appearing sills.

In the general area, sedimentary rocks representing the contact between the underlying Pimainus formation intermediate volcaniclastic rocks and overlying mafic flow dominated Spius formation of the Spences Bridge group have been mapped. These sediments are interpreted to be an interformational unit overlying the unconformity at the top of the Pimainus formation. This unit is characterized locally by quartz-plagioclase rich wackestone, and interbedded conglomerate and reworked ash tuff layers. Sandstone and wackestone units are fresh and unaltered but strongly indurated with unidirectional crossbeds.

The Pimainus formation underlies the northeast corner of the SB property. These rocks are monomictic to heterolithic intermediate block and ash flow tuffs. The biotite or hornblende phyric units maybe normally graded and show distinct flow boundaries. At some localities this unit preserves organic fragments, mainly wood fragments, incorporated into pyroclastic flows. Interbedded with the coarse grained flows are interbedded fine ash layers, some of which are interpreted as ash surge beds.

On the eastern boundary of the SB property, there is an extremely fresh, fine-grained felsic porphyry intrusion outcropping on steep south facing ridges. This porphyry is white and very finely quartz-plagioclase-biotite porphyritic. Patches of vesicles suggest this is either a very shallow intrusion or may be locally extrusive. Government mapping places this unit as Eocene in age, although the source of this date is presumed to derive from regional comparisons with intrusions of similar character.

Hydrothermal alteration of the Spius formation on the SB property is not regionally pervasive although there is local propylitic, carbonate and silica alteration. This lack of alteration is very distinct from occurrences of the underlying Pimainus formation of the Spences Bridge group which appear to be pervasively silicified on a regional scale. Chalcedonic amygdule and vug filling is common (occurrences of “thunder eggs”) as well as associated cockscomb texture quartz vugs and veins. White to pink fibrous zeolite veinlets are common in the area and likely emanate from the many feeders dikes associated with the mafic flows. Celadonite is another alteration phase that is abundant, although not uniformly, across the area. It tends to occur with or near chlorite altered areas. Celadonite exists as fracture coatings, amygdule and vug linings with quartz and/or carbonate.

One alteration which is regional in the Spius formation is pervasive hematite in massive flows and particularly in pyroclastic interbeds. This alteration accentuates the distinctly layered appearance of stacked flows as more permeable and thus more oxidized layers between coherent flows are hematite rich. Much of the regional hematite appears to be general diagenetic ation of mafic flows. As well there is a distinct hematite +/- clay alteration overprint where amygdaloidal subvolcanic dikes and sills intrude into and along the basalt flows and tuffaceous horizons. The combination of hematite-clay alteration can diffuse the boundaries between intruding sills and host such that they are indistinguishable.

Areas of local hydrothermal brecciation and alteration in the Spius formation may have up to 40% epidote and lesser hematite. There are several NE trending structures that are locally altered. For example on the SB property there is a local area of silicification and intense propylitic alteration along a NE trending structural and dike corridor. At the core of this alteration is a series of intense blue-green chalcedonic veins and vug fillings. While local silt and stream sediment geochemistry has returned anomalous gold and multi-element values, the rocks have not yet provided positive results.

18


Topographic features including creek drainage patterns suggest that there may be northwest-southeast and north-south trending structural features present on the property. This is supported by government aeromagnetic surveys. Structural control is a common feature of low-sulphidation precious metals deposits.

Mineralization

The exploration target for the SB property is a low sulphidation epithermal precious metal deposit. Bedrock mineralization has yet to be found on the SB property. The exploration completed to date consists of soil and silt geochemical surveys along with preliminary rock sampling, prospecting and mapping.

The prior exploration programs of silt sampling and reconnaissance soil sampling (Henneberry, 2006; Stewart and Gale, 2006) identified three areas for follow up exploration:mineral properties.

ITEM 4A.

Target 1 where stream sediment sampling identified 6 anomalous values from the unnamed northern tributary and Nuaitch Creek itself: 10.2, 17.1, 19.3, 46.3, 70 and 90 ppb. Three anomalous soil values were also identified in the area: 14.6, 25.7 and 60.8 ppb Au. A 30 ppb Au value was also obtained from quartz veining in the same area. The ridge between the tributary and Nuaitch Creek appears to be the source of the gold.

Target 2 is a stream sediment area where gold values of 14 and 15 ppb Au were obtained from the central section of the unnamed tributary.

Target 3 is a stream sediment area where a gold value of 156.3 ppb was obtained from the upper reaches of Manning Creek. This area was under snow cover and inaccessible during the May 2012 program.

The 2012 program tested the Target 1 and Target 2 areas, as well as the strike projection of the PV and NIC zones from the Prospect Valley property contiguous to the south. Three continuous to semi-continuous gold-in-soil anomalies were identified as shown on Figure 3:

The NW trending Anomaly A lies in the NW section of the grid and spans four lines, a distance in excess of 800 metres. It is open to the northwest and the strongest values appear on the northernmost line. If this anomaly continues to the NW, it may be the source of the gold in silt anomaly from Manning Creek.

Anomaly B represents the possible strike projection of the PV zone. It is semi-continuous through most of the length of the grid, a distance of 1600 metres. This anomaly may explain the anomalous silt samples taken from the south flowing tributaries of Nuaitch Creek within Target 2.

Anomaly C represents the possible strike projection of the NIC zone. It is semi-continuous through its length, a distance of 1400 metres. The anomaly is multi-station wide on the two southernmost lines.

19


Exploration

2012 Exploration Program by MGM Resources Corp.

We did not complete any material exploration on the SB Project property prior to November 2014 and do not currently have any detailed plans for further exploration of the property. This section describes the May 2012 MGM Resources Corp. program, the last exploration completed on the property before our November 2014 exploration program. A total of 8 rocks and 1223 grid soil samples were taken from 1245 soil samples sites.

2012 rock samples from 1 to 3 kilograms for float samples and 2.5 to 8 kilograms for bedrock chip samples were collected. Float samples consisted of chips taken from one or two larger cobbles, or of several smaller fragments collected from an area of a few square metres. Individual samples were placed in labeled plastic bags, with an assay ticket also placed in the same bag. The sample locations were marked in the field with pink flagging and labeled Tyvex tags. UTM coordinates, in the map datum NAD 83, were recorded with a handheld Global Positioning System (GPS) unit.

The soil grid was laid over the bottom section of the property to cover Target 1 and Target 2 from the earlier exploration and also to test for the strike projections of the PV Zone and the NIC zone from the contiguous Prospect Valley property to the south. Several areas of the grid were inaccessible due to massive cliffs, as indicated by the topography, so the grid is not a perfect rectangle. It consisted of 50 metre spaced samples along 200 metre spaced lines. Each soil line was flagged and sampled at 50 metre intervals along the line measured with a hip chain. Soil bags and flagging were pre-numbered the day before. At each sample location a 500 to 1000 gram sample of the soil from the “B” horizon was taken and placed in the corresponding soil bag. Each sample location was marked as a waypoint in a GPS unit in the map datum NAD 83. The data was downloaded nightly to computers.

20


The lithologies documented on the SB property include: volcaniclastics, flow breccias, ash fall tuffs and andesitic flows of the Spences Bridge Group. There has not yet been bedrock mineralization located on the PC property. The exploration target is low sulphidation epithermal precious metal mineralization which can be confined to quartz veins or fault zones, though it may be disseminated throughout porous units.

Three semi-continuous to continuous linear anomalies were identified. The NW trending anomaly spans a distance in excess of 800 metres. It is open to the northwest and the strongest values appear on the northernmost line. If this anomaly continues to the NW, it may be the source of the gold in silt anomaly from Manning Creek.

A second anomaly represents the possible strike projection of the PV zone from the Prospect Valley property to the south. It is semi-continuous through most of its length, a distance of 1,600 metres. This anomaly may explain the anomalous silt samples taken from the south flowing tributaries of Nuaitch Creek within Target 2.

A third anomaly represents the possible strike projection of the NIC zone from the Prospect Valley property to the south. It is semi-continuous through its length, a distance of 1,400 metres.

There is no correlation between gold and arsenic for Anomaly A and Anomaly B. Anomaly C shows a strong correlation between gold and arsenic.

A total of eight rock samples were taken during the program. Seven of the eight samples returned background gold values, while the eighth returned a value of 0.8 ppm Au.

Sampling and Analysis and Security of Samples

This section will describe the May 2012 MGM Resources Corp. program. Information regarding our subsequent November 2014 exploration program appears below under the heading “Recent Exploration”. At the end of the field day, all soil samples were brought back to town. They were put in sequence and placed 12 to 15 in a 13 by 18 poly bag. Three poly bags were then placed in a rice bag. One standard, sealed in a Ziploc bag, was also placed in the rice bag. The bag was then zap strapped and shipped in groups of 10 to 20 rice bags to Acme Analytical Laboratories Ltd. in Vancouver, British Columbia by Mammoth Geological Ltd. (the geological contractor) personnel or by Greyhound Bus from Merritt. Rock samples were handled similarly, though only 10 to 12 samples were placed in the rice bags. Since these were preliminary surveys no sample splitting or reduction was necessary. The rice bags were stored in the motel rooms of Mammoth Geological Ltd. personnel until there were a sufficient number to make a shipment to the lab. Mammoth Geological Ltd. is independent of MGM Resources Corp. and also independent of the property vendor Eastland Management Ltd.

All samples from the 2012 exploration program were analyzed at Acme Analytical Laboratories Ltd. in Vancouver, an ISO 9001 certified lab. The sample preparation procedures follow. Silt and soil samples are first dried at 60oC and sieved at -80 mesh to obtain a 100 gram pulp. Depending on the amount of -80 mesh material obtained, a 7.5, 15or 30 gram sub-sample is cut and leached with 90ml or 180ml of 2-2-2 HCl-HNO3-H2O solution at 95oC for onehour, followed by dilution to 300ml or 600ml and 36 element ICP-MS.

Rock samples are crushed to 70% passing through a 10 mesh screen. A 250 gram split is pulverized to 95% passing through a 150 mesh screen. A 30gm sub-sample of the pulverized pulp is leached with 90ml or 180ml of 2-2-2 HCl-HNO3-H2O solution at 95oC for one hour, followed by dilution to 300ml or 600ml and 36 element ICP-MS.

The exploration programs completed by MGM Resources Corp. are preliminary surveys. The quality control procedures employed included duplicates and standards supplied by CDN Resources Laboratories Ltd. A total of 25 standards were employed at regular intervals throughout the sample stream. The CDN standards performed poorly for gold with only three of the 13 analyses within the range for Standard CDN-GS-7PE, and six of 12 analyses within the range for Standard CDN-ME-111 as shown in the table below. The copper analyses for CDN-ME-1101 performed poorly with only three of 12 analyses reporting within the range, but that may be a function of the analytical technique. The poor CDN performance is not significant at this stage of the exploration program. The assaying technique for certifying the CDN gold standard is 30 gram fire assay. Fire assaying is the quantitative determination in which a metal or metals are separated from impurities by fusion processes and weighed in order to determine the amount present in the original sample. The assaying technique for the 36 element ICP-MS analysis is aqua regia digestion (separation of metals from impurities by dissolution in acid), which may or may not be complete, of a 0.5 gram sample. The difference in volume of sample tested, 30 grams versus 0.5 grams, along with potential incomplete digestion can easily account for discrepancy in the values reported for the standards.

21


Summary of Standard Performance

CDN GS 7PE












CDN ME 1101
Ranges680-852 Ranges508-6206210-7250
Sample Noppm Auppb CuSample Noppb Auppm Cu
      
SBS-1528.242.1SBS-2444.17701.4
SBS-3625.338.8SBS-4449.96583.9
SBS-5703.946.1SBS-6415.66600.8
SBS-7594.740.5SBS-8476.45950.8
SBS-9590.646.6SBS-10501.17379.7
SBS-11615.744.3SBS-12551.78400
SBS-13680.647.8SBS-14539.27314.2
SBS-15584.946.3SBS-16510.66641.6
SBS-17640.348SBS-18686.77992.1
SBS-1962547.2SBS-20538.67826
SBS-21723.248.7

SBS-22638.67929
SBS-23674.948.5SBS-24584.38017.4
SBS-25618.346.5   

The exploration program completed by MGM Resource Corp. was a preliminary, early-stage exploration survey. The quality control procedures employed included duplicates and standards supplied by CDN Resources Laboratories Ltd. The CDN standards did not perform well for either copper or gold, which may be a function of the analytical techniques.

Drilling

There has not been any drilling completed on the SB Project.

Recent Exploration

In November 2014, the Company completed the 2014 exploration program which consisted of 1,083 grid soil samples over the western half of the property, completing coverage 200 metre by 50 metre coverage of the accessible portion of the claim block and bringing the total soil samples to 2,330, including an earlier 2011 program.

The soil sampling program identified three linear gold-in-soil anomalies and one gold-in-soil cluster anomaly:

Soil anomaly A is a 1,700 metre linear anomaly with multi-station gold values on two of the soil lines.

Soil anomaly B is a 1,600 metre linear anomaly that may represent the northeast strike projection of the PV zone from the contiguous Prospect Valley property to south. This anomaly may explain the historic silt anomalies from the south flowing tributaries of Nuaitch Creek.

22



Soil anomaly C is a 1,400 metre linear anomaly that may represent the northeast strike projection of the NIC Zone from the Prospect Valley property contiguous to the south. Two of the southern lines have multi- 4 stations anomalous gold values. In addition, historic exploration located a series of intense blue-green chalcedonic quartz veins in the area of the anomaly.

Soil anomaly D is a cluster anomaly covering an area 400 by 500 metres in the western half of the 2014 grid. The western half of the grid also shows a considerable scattering of anomalous values, with no defined linear or cluster anomalies. Upper Manning Creek drains this area and the source of the 156.3 ppb Au silt value remains unexplained.

A program of detailed grid soil sampling and deep Induced Polarization surveying over the 3 linear anomalies has been recommended to test the full strike extent of the anomalies for zones of quartz veining and accompanying precious metal mineralization in advance of diamond drilling.

Regulation of Mineral Exploration in British Columbia

General

The Mines and Mineral Resources Division (MMD) of the Ministry of Energy and Mines (MEM) regulates the approval, development and reclamation of all mines in British Columbia under the authority of the province’s Mines Act (1996) and its associated regulations, and all other applicable Federal and Provincial laws. Any future exploration will require licenses and permits from various governmental and nongovernmental authorities, and may require permission of surface title holders for access to conduct exploration and/or extraction. As of the date of this registration statement, we have filed and received approval of a Notice of Work and Reclamation from the Ministry of Mines as required by Section 10 of theMines Act (British Columbia) for implementation of the exploration program recommended by the Technical Report. We will be required to obtain, at the appropriate time, all necessary renewals or amendments to such permits to carry on with future exploration. Such licenses and permits are subject to change in regulations and in various operating circumstances. Surface access rights may be impeded by surface rights owners and severe weather conditions. In addition, progression from exploration to the development and mining stages requires conversion of mineral claims to a mining lease and posting of a reclamation bond. There can be no assurance that we will be able to maintain, renew or obtain all necessary licenses, leases, permits or approvals required to carry out exploration, development and mining operations on any of our projects.

Permitting

Under Section 10 of the Mines Act, before any mine operation can commence, a Mines Act permit must be obtained from the MMD with appropriate reclamation security paid in full in accordance with the Health, Safety and Reclamation Code for Mines in British Columbia (HSRC)1 2003. Section 10 is subject to limited exceptions for certain activities applicable primarily to producing mines and which are deemed authorized by the MMD. In all other instances, proponents who wish to conduct mining-related activities that involve mechanized disturbance or electrical surveys (such as induced polarization surveys) must first submit a Notice of Work (NoW) application. NoW applications enable inspectors of mines to make decisions on and determine conditions of permits issued pursuant to section 10 of the Mines Act. A NoW application must include a plan(s) outlining the details of the proposed work and a program for the protection and reclamation of the land, watercourses and cultural heritage resources which may be affected by the proposed activities. Other details, such as maps and tenure information, are also required. Depending on the nature of the proposed program, additional information may be required to supplement NoW applications; proponents will be advised of the aforementioned in the response letter from the inspector. In 2015, processing time for determinations by the MMD regarding a NoW application is 60 days or less. British Columbia adopted permit fees effective April, 2015 applicable to major mines; these fees do not apply to the exploration sector.

23


Annual Reporting

Mines Act permit holders are additionally required to prepare and file with the MMD annual summaries of exploration activities and reclamation reports outlining all exploration or reclamation work and research undertaken in the previous year as well as reclamation plans for the following five years.

Reclamation

Legislation requires all mining operations to carry out a program of environmental protection and reclamation to ensure that upon termination of mining, land, watercourses and cultural heritage resources will be returned to a safe and environmentally sound state and to an acceptable end land use. MMD is responsible for issuing and administering Mines Act permits. Before the commencement of any work in or about a mine, the owner, agent, manager or person acting on behalf of the company must hold a permit issued by the Chief Inspector of Mines (pursuant to Section 10 of the Mines Act).

MMD seeks to provide reasonable assurance that the Province will not have to contribute to the costs of reclamation if a mining company defaults on its reclamation obligations. As a condition of Mines Act permits, the permittee must post financial security in an amount and form acceptable to the Chief Inspector of Mines. This security is held by the government until the Chief Inspector is satisfied that all reclamation requirements for the operation have been fulfilled. Every mine site has unique management requirements and operational constraints; thus, the assessment of financial security is done on a site-specific basis. The security is set at a level that reflects all outstanding reclamation and closure obligations. For example, mines that require long-term drainage treatment for metal leaching and/or acid rock drainage require full security to cover outstanding liability and ongoing management. Term deposits and bonds may be held in a Safekeeping Agreement where the interest accrues on the deposit. In some cases, funds may be deposited to the Mine Reclamation Fund (pursuant to Section 12 of the Mines Act) or within a Qualified Environmental Trust. These funds allow interest to accrue to the credit of the account.

The Chief Inspector of Mines accepts the following forms of reclamation security: cash, certified cheques, bank drafts, term deposits (i.e., GICs), Government of Canada bonds and irrevocable standby letters of credit (ISLOCs).

For ISLOCs, confirmation is provided by the client’s financial institution that sufficient funds exist and will be kept available by the financial institution to meet MEMPR's requirements.

Reclamation securities can only be released by the authority of the Chief Inspector of Mines.

Assessment of Reclamation Costs

Differing and justifiable answers exist for costing questions posed on any given site, and in the absence of a detailed plan of exploration for our property, we are unable to predict reclamation costs regarding any future work at this time. At start of mining, (construction of roads and clearing of plant site, pit and dump areas), the rate of surface disturbance is high. However, the unit cost of reclaiming this type of work is relatively low (usually in the order of CAD$1500 per ha). Reclamation costs would be anticipated to increase with the frequency of surface disturbance, infrastructure development and waste production over the course of the life of a mine.

Environmental Assessment

In British Columbia, any proposed new mine and most major expansions of existing mines that meet or exceed the thresholds described in "Mine Project Thresholds for BCEAA" must undergo a formal review under the B.C. Environmental Assessment Act. Mines with 75,000 tonnes of mineral ore production per year, or existing reviewable-scale mines with either 50% or more increase in area of mining disturbance, or 750 ha or more new disturbance trigger the formal review requirements. The proponent must obtain an Environmental Assessment (EA) Certificate from the Environmental Assessment Office before being issued a Mines Act permit.

24


Consulting with First Nations and other Stakeholders

Before issuing authorizations for any mining activity, the MEM has a legal duty to consult, and if necessary, accommodate First Nations with asserted, yet unresolved, aboriginal interests in a proposed project area. The scope of this duty to consult and accommodate is case specific. First Nations are invited to participate in proposed project review on a project-specific basis; however, should a First Nation choose not to participate, the Ministry must undertake other efforts to fulfill its duty to consult.

Our SB Project Property does not overlap any Indian reserves, National or Provincial parks, ecological reserves, protected area, conservancy areas, recreation areas, wildlife management areas, private lots or crown leases, All tenures are on crown land are legally accessible. However, the SB property lies within the traditional territory of the Nlaka’pamux First Nation. Land claims have not been settled in this part of British Columbia and their future impact on the property’s access, title or the right and ability to perform work remain unknown. To date the Nlaka’pamux First Nation has not declared any objection in relation to the activities on the SB Project property.

ITEM 4A.UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item 5.

Operating and Financial Review and Prospects



The following discussion and analysis of our financial condition and results of operations for the fiscal year ended November 30, 20172019 should be read in conjunction with our financial statements and related notes included in this annual report in accordance with "Item 8 - Financial Information"). Our financial statements for the fiscal year ended November 30, 20172019 were prepared in accordance with IFRS and are expressed in Canadian Dollars.

A.

Operating Results

Year Ended November 30, 20172019

During the year ended November 30, 2017,2019, the Company had a comprehensive loss of $115,989$4,320,563 compared to a comprehensive loss of $108,087 of$986,901 for the year ended November 30, 2016. During the years ended November 30, 2017 and 2016, the Company’s expenses by category consisted of: professional fees of $91,853 (2016 - $53,328), general office expenses of $2,979 (2016 – $1,208), rent expenses of $2,500 (2016 - $Nil), and transfer agent and filing fees of $19,027 (2016 - $54,451).2018. The increase in net loss incomprehensive losses were caused by the year ended November 30, 2017 compared with the year ended November 30, 2016 was primarily due to the consulting fees incurred for the LOI with WMC. Interest income earned for the years ended November 30, 2017 was $370 compared to $900following:

  • Sales during the year ended November 30, 2016.2019 amounted to $28,257 (2018 - $Nil) with gross profit of $16,366 resulting in a gross margin of 58%. The decreaseCompany's sales for 2019 include radar components and radar systems. The Company also offers engineering design and development services but is yet to recognize revenues from this line of business.
  • Accounting and audit fees of $80,415 (2018 - $66,463) consisted of fees to the Company's auditors which increased by about 34% from prior year and accounting fees paid to a Company controlled by the CFO. (See Transactions with Related Parties).  Accounting and audit fees increased to account for the PRT US acquisition, operations and additional compliance in interestconnection with the business acquisition.
  • Business development (2019 - $739,615 vs. 2018 - $11,326) significantly went up due to increased spending on advertising and marketing as well as promotional expenditures during the year.
  • Consulting fees (2019 - $125,685 vs. 2018 - $187,015) decreased due to lower spending on business plans and advising regarding the US Market. Last year, most expenditures were focused on the business acquisition which was completed in October 2018.
  • Development costs of $399,720 (2018 - $Nil) were recognized for expenditures on enhancement of the Company's current technologies.
  • General office expenses (2019 - $68,602 vs. 2018 - $46,466) increased mostly as a result of business expansion during the year and to account for additional operations in the USA
  • Legal fees (2019 - $103,535 vs. 2018 - $166,124) also decreased resulting from the completion of the business acquisition in October 2018.
  • Management fees of $125,390 (2018 - $71,842) increased as a result of higher rates of payment to related parties. (See Transactions with Related Parties)
  • Rent (2019 - $77,186 vs. 2018 - $30,000) more than doubled due to the payment for the office space occupied by PRT USA which was not present in the prior year.
  • Stock based compensation of $692,091 (2018 - $Nil) refer to the value of the stock options granted by the Company under its stock option plan. (See Capital Stock) During the year ended 2019, the Company granted 1,350,000 stock options to related parties which corresponded to $260,145. (See Transactions with Related Parties)
  • Transfer agent and filing fees of $111,709 (2018 - $71,076) was higher than last year due to additional fees to the Company's stock transfer agent, additional fees for regulatory requirements submission and added fees for the trading in Frankfurt Stock Exchange which commenced in January 2019 and OTC Markets Group beginning August 2019.
  • Wages, salaries and benefits of $513,729 (2018 - $21,843) was significantly higher due to higher fees paid to the Company's CEO (See Transactions with Related Parties) and other employees.
  • Impairment losses of $1,572,552 (2018 - $Nil) were recognized consisting of $256,874 for goodwill previously recognized on business combination and $1,315,678 from intangible assets. The recognition was a result of inability to establish future cash flows to be generated from the business acquired and the future economic benefits from the Company's intangible assets
  • Deferred tax recovery amounting to $245,479 (2018 - $11,324) was as a reversal of previously recognized liability due to non-capital loss incurred during the year.
  • Interest income was(2019 - $14,226 vs. 2018 - $8,630) increased primarily due to the reductionincrease of fundsaverage daily balances in the Company’s short-term investment account.

    Company's bank accounts.

Liquidity and Capital Resources

The Company’sCompany's approach to managing its liquidity is to ensure that it has sufficient resources to meet its liabilities as they come due and hashave sufficient working capital to fund operations for the ensuing fiscal year. Financing of operations has been achieved solely by equity financing. The Company anticipates that it will require significant funds from either equity or debt financing for property explorationthe development of its technologies and to support general administrative expenses.


AtAs at November 30, 2017,2019, the Company had $589,850$727,526 in current assets (November 30, 20162018 - $101,443)$2,811,971) and $51,171$227,058 in accounts payables and accruedcurrent liabilities (November 30, 20162018 - $15,525)$166,941) for a working capital position of $538,679$500,468 compared to a working capital position of $85,918$2,645,030 as at November 30, 2016.2018. Working capital decreased mostly due to lower cash balance at the end of the period due to use of cash in the Company's operating activities.

Current assets at November 30, 20172019 were represented by cash of $96,152$583,119 (November 30, 20162018 - $10,276)$2,743,694), subscriptionaccounts receivable of $428,000$1,488 (November 30, 20162018 - $Nil), a short-term investment balancesales tax receivable of $Nil$12,310 (November 30, 20162018 - $90,000)$10,986), prepaid expenses of $40,375$105,539 (November 30, 20162018 - $Nil),$49,891) and sales tax receivable balancedue from related parties of $6,573 (November$25,070
(November 30, 20162018 - $1,167)$7,400). Current liabilities were comprised of $36,671$217,023 in accounts payable (November 30, 2016 - $525) and $14,500 in accrued liabilities (November 30, 20162018- $112,757), loan payable of $Nil (November 30, 2018 - $15,000)$51,184), and due to related parties of $10,035 (November 30, 2018 - $3,000).

25


AtAs at November 30, 2017,2019, the Company had a share capital balance of $1,218,766$5,676,498 (November 30, 20162018 - $633,109)$5,311,034) and an accumulated deficit of $615,184$5,968,892 (November 30, 20162018 - $499,195)$1,602,085).

Financing of operations has been achieved solely by equity financing. As the Company will not generate sufficient funds from operations for the foreseeable future, the Company is primarily reliant upon the sale of equity securities in order to fund future operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis.  The Company’sCompany's ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing. The Company expects to generate similar losses quarter over quarter for the next fiscal year in relation to the Company's development, administration and promotion of its technologies.  As of report date, management anticipates that the funds raised to date will be not be sufficient to sustain operations and the development of the Companies technologies for the next fiscal year.

Detailed discussions related to the Company’sCompany's cash flows during the years ended November 30, 2017

Cash balances increased by $85,876 during the year ended November 30, 20172019

Cash balances decreased by a total of $2,159,174 during the year ended November 30, 2019 (November 30, 2016 – $90)2018 - increased by $2,647,542).

During the year ended November 30, 2017,2019, cash used in operating activities was $126,124$2,317,362 compared to cash used in operating activities of $125,016$663,765 during the year ended November 30, 2016.2018. The increase in cash used in operating activities is primarily attributed to higher expenditures on professionalwages, salary and benefits, research and development, business development and the consulting fees and legal fees for the LOI with WMC announced during the 4th quarter ended November 30, 2017 and subsequently on December 1, 2017.year. (See Results of Operations for a detailed discussion of the expense variances.)

Cash provided byused in investing activities during the year ended November 30, 20172019 was $90,000 compared to$14,175 (2018 - provided cash provided byof $62,467). The cash used in investing activities was primarily attributed to the acquisition of $125,106equipment and development expenses on the Company's technologies during the year ended November 30, 2016. The cash provided by investing activities was primarily attributed to additional funds transferred from the Company’s short-term investment.2019.

Cash provided by financing activities during the year ended November 30, 20172019 was $122,000 (2016 - $Nil). The increase in$172,363 compared to cash provided by financing activities of $3,248,840 during the year ended November 30, 2018. The cash provided by financing activities was primarily due to the warrants exercised of $187,120 and options exercised of $37,500 during the year ended November 30, 2019 partly offset by the payment of loan balance of $52,256. The cash provided by financing activities in the year ended November 30, 2018 was a result of the net proceeds from issuance of common shares of the Company from the private placement announced during the 4th4th quarter ended November 30, 2017. As at November 30, 2017, the Company had subscription receivable balance

The effect of $428,000 from investors.

Detailed discussions related to the Company’sforeign exchange rates on cash flows during the year ended November 30, 2016

Cash balances increased by $90 during the year ended November 30, 2016 (November 30, 2015 – decreased by $42,673).

During the year ended November 30, 2016, cash used in operating activities was $125,016 compared2019 amounted to cash used in operating activitiesa decrease of $122,567 during the year ended November 30, 2015.

The increase in cash used in operating activities is primarily due to expenditures associated with the Canadian Securities Exchange listing compliance incurred during the year ended November 30, 2016. Other than this, the overall cash used in operating activities decreased, attributed to lower expenditures on professional fees and management’s efforts to conserve cash and incur only necessary compliance and operational expenses.

Cash provided by investing activities during the year ended November 30, 2016 was $125,106 compared to cash provided by investing activities of $79,894 during the year ended November 30, 2015. The increase in cash provided by investing activities is primarily attributed to additional fund transfers from the Company’s short-term investment.$1,401 (2018 - $Nil).

B.

Research and Development, Patents and Licenses, etc.

Not applicable.

C.

Trend Information

Other than as disclosed elsewhere in this registration statement and specifically in “Item"Item 4.B. Business Overview," we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

26



D.

Off Balance Sheet Arrangements

We do not have any off-balance sheets arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resource that is material to investors.

E.

Tabular Disclosure of Contractual Obligations

We do not have any contractual obligations as ofIn November 2018, Plymouth Rock USA entered into a two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2017 relating2020. The minimum monthly base rent is US$2,917 for the period from December 1, 2018 to long-term debt obligations, operatingNovember 30, 2019 and US$3,005 from December 1, 2019 to November 30, 2020.

On April 1, 2019, the Company entered into a one-year lease obligations, purchase obligations or other long-term liabilities reflectedagreement for leased premises in Vancouver, BC, commencing on our latestApril 1, 2019 and ending on March 31, 2020. The minimum monthly base rent is $2,500.

On October 17, 2019, the Company entered into a binding agreement to acquire the intellectual property, finished goods and inventory, as well as name rights and goodwill from Massachusetts based aerospace and scientific component manufacturer Aerowave Corporation ("Aerowave"). Under the terms of the agreement, Plymouth Rock will pay Aerowave's principals 50,000 common shares. The shares will be restricted securities under the US Securities Act and subject to Canadian securities legislation. The fair value of these shares amounting to $22,811 is presented separately as shares to be issued in the balance sheet as at November 30, 2017:- equity section.

F.

Safe Harbor

Not applicable.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


A.

Directors and senior management


Name

Position(s) Held withCompany

Principal Business Activities and Other
PrincipalDirectorships

Ioannis Tsitos,

Dana Wheeler, Age 54

Director61

President and Chief Executive Officer

President, Chief Executive Officer and

Director of Goldsource Mines Plymouth Rock Technologies

Inc., February 2014 since October 30, 2018; Business

Development Advisor, Serco, Inc. from

June, 2017 to present; President, CEOJune, 2018; Chief Executive

Officer and Director of Eagle Mountain Gold Corp., January 2008managing director, Radio

Physics Solutions, October 2009 to February 2014; Director of First Bauxite Corporation, November 2011 to present; former Business Development Manager with BHP Billiton April, 2003 to

December, 2013.2016.

Vivian Katsuris, Age 53

Chief Financial Officer and Secretary55

Director and Investment Advisor, Global Securities Corporation,Secretary

President of Alexandra Capital Corp.

(CSE: AXC) from January 2018 to October 30, 2018, Chief Financial Officer from August 2014 to present;January 2018 and Secretary since August 2014; President and Founder of Vivkor Holdings Inc. since August 2014, Director of Universal mCloud

(TSXV-MCLD - formerly Universal

Ventures Inc.,) from April 2014 to October 2017; Director and Corporate Secretary of ArcPacific Resources Corp. (TSXV-ACP - formerly Plate Resources Inc.,) from January 2014 to July 2016.2016 and CFO from June 2015 to July 2016; Investment Advisor at Global Securities Corporation from 2003 to 2013; Director and Corporate Secretary of KAPA Capital Inc., February 2018 to present: Director of Zenith Capital Corporation, December 2019 to Present




Jeremy Poirier, Age 31Director

President, Chief Executive Officer, and Director, Bearing Lithium Corp., August 2016 to present; President, Nico Consulting, 2004 to present;

Zara Kanji, Age 4749

Chief Financial Officer

Owner, Zara Kanji & Associates, CPA, 2003 to present; Chief Financial Officer, Secretary, and Director, Xander Resources Inc., December 2009 to present;; Chief Financial Officer, Megastar Development Corp., September 2011 to present.  Chief Financial Officer, World Class Extractions October 2018 to present, Chief Financial Officer, INEO Tech Corp January 2019 to present

Angelos Kostopoulos, Age 62

Director

Partner with Nakou & Associates Law Firm from March 2004 to Present; Director of Blue White Capital LLC from August 2011 to Present; Manager for Enron Wind from October 1998 to December 2001; Manager for GE Wind from January 2002 to February 2004; COO for UPC Renewables from July 2006 to January 2009.

George Stubos, Age 53

Director

George Stubos is the President of Stubos Capital Inc., in Vancouver, Canada

Tim Crowhurst, Age 53

Director

President of Sea Level Communications Ltd., and a former Administrative Tribunal Judge of the Immigration Appeal Division of Canada's Immigration and Refugee Board

27


Vivian Katsuris – President,Dana Wheeler-President, Chief Executive Officer, Secretary, Director

Ms. Katsuris was appointed Chief Financial Officer and Secretary on August 11, 2014. On November 20, 2017 she resigned as CFO and was appointed President, Chief Executive Officer, and asDana Wheeler is a Director.

Ms. Katsuris hascustomer focused executive with over 2335 years of experience in the brokerage industry, the North Americanhands-on leadership and engineering roles including CEO, COO, and VP of Engineering. His extensive background includes helping technology start-ups and growth companies launch/establish engineering operations, raise capital, markets & public financings. She was an Investment Advisor at Global Securities Corporation from 2003 to 2013 and worked at Canaccord Capital Corp. (Canada and US divisions) from 1993 to 2003. Ms. Katsuris also serves asdevelop products specialties.  In 2009 he co-founded Radio Physics Solutions Inc., a director of Universal Ventures Inc.

Ioannis Tsitos – Director

Mr. Tsitos has been a director of ourthreat detection technology company since August 11, 2014.

Mr. Tsitos has over 28 years’ experience in the mining industry, having spent 19 years with BHP Billiton Group. He has lived and worked in South Africa, Ecuador, Greece and the United Kingdom, and has been working in Canada since 2000. Originally a physicist-geophysicist, he left BHP Billiton in December 2007, where he hadserved as president until 2016.  From 1997 to 2008, he served as Chief Operating Officer of Terabeam-HXI, a wireless data equipment company.  Currently, in addition to his role at Plymouth Rock, he is the titleprincipal of New Business Manager for Mineral Exploration. HeWheeler Engineering Services, a firm prodiving engineering and business consulting services to the Microwave and Millimeter-Wave industry.  Mr. Wheeler holds a B.Sc. degreeBachelor of Science in PhysicsElectronics Engineering Technology from the University of Athens and a Master’s degree in Applied Geophysics and Geology from the University of Birmingham, U.K. In addition, he has done management and finance studies as part of an MBA program with Herriot Watt University, Edinburgh. Mr. Tsitos brings to the Company a wealth of knowledge and extensive experience in the mining sector focused on exploration and development for a wide spectrum of commodities, from gold, base metals, nickel and diamonds to bulk minerals such as bauxite, coal and iron ore. He has done business in 32 countries. He has been instrumental in the identification, negotiation and execution of more than 50 exploration and mining agreements with juniors, majors, as well as with state exploration and mining companies. He is currently a director of Goldsource Mines Inc., First Bauxite Corporation and Kensington Court Ventures Inc.Massachusetts Dartmouth. 

Jeremy Poirier – Director

Mr. Poirier has been a director of our company since December 22, 2017.

Jeremy Poirier is the President, Chief Executive Officer, and a Director of Bearing Lithium Corp., (TSXV-BRZ; OTCQB-BRGRF) a Vancouver and Chile based mineral exploration company. Since 2004, he has served as President of Nico Consulting, a management and consulting services firm which provides a range of investor awareness and advisory services for both public and private companies. Mr. Poirier has over 12 years of experience in the capital markets, built a strong network of investor and industry contacts, served on a number of boards, and held senior officer positions at several public and private companies. Through his network and market expertise Mr. Poirier has facilitated capital raising efforts as well as successful asset acquisition and corporate development undertakings. Most recently, Mr. Poirier was a co-founder of Pure Energy Minerals Limited (TSXV:PE) and served as a Director from December 2013 to September 2016, in addition to holding a senior management role. During his tenure with Pure Energy, he reviewed numerous lithium assets and fostered relationships with various partners throughout the supply chain. He also serves as a Member of Advisory Board at Nevada Energy Metals Inc. (TSXV:BFF) since April 2016.

Zara Kanji—ChiefKanji-Chief Financial Officer

Zara Kanji, CPA, CGA, has been Chief Financial Officer of our company since January 15, 2018.

Ms. Kanji, is a Member of the Chartered Professional Accountants of British Columbia and Canada and the owner of Zara Kanji & Associates, CPA, an accounting, tax and management consulting firm she founded in 2003. She holds a Bachelors of Technology in Accounting (honors) and a Diploma in Corporate Finance (Honors) from the British Columbia Institute of Technology. She is experienced in financial reporting compliance for junior listed companies, and has served as a director and officer for several public companies listed in Canada. She currently serves as Chief Financial Officer, Secretary, and Director of Xander Resources Inc. (TSXV-XND)Megastar Development Corp, (TSXV MDV), and as Chief Financial Officer, World Class Extractions (CNSX PUMP), Chief Financial Officer, INEO Tech Corp (TSXV INEO)


Vivian Katsuris -Secretary, Director

Ms. Katsuris was appointed Chief Financial Officer and Secretary on August 11, 2014. On November 20, 2017 she resigned as CFO and was appointed President, Chief Executive Officer, and as a Director. On October 31, 2018, she resigned as President, CEO, but remained Secretary.

Ms. Katsuris has over 29 years of Megastar Developmentexperience in the brokerage industry, the North American capital markets & public financings. She was an Investment Advisor at Global Securities Corporation from 2003 to 2013 and worked at Canaccord Capital Corp. (TSXV-MDV)(Canada and US divisions) from 1993 to 2003. Ms. Katsuris has served on the board as an officer and director of Universal Ventures Inc (TSX-UN) and Plate Resources Inc (TSX-PLR) and also current serves as a director Kapa Capital Inc. (TSXV-KAPA.P) and Zenith Capital Corporation Inc (TSXV-ZENI.P).

Angelos Kostopoulos-Director

Angelos Kostopoulos, is a Registered Tax Return Preparer as designated by the Internal Revenue Service, and has been a tax adviser listed by the US Embassy in Athens since 1992.  Currently he is a partner at Nakou & Associates Law Firm (Athens, Greece), and Strati & Partner (Tirana, Albania), where he advised clients on a wide range tax and financial compliance matters.  Since 2011 he has served as the president of Blue White Capital LLC a privately held, climate-friendly project developer, integrator, principal and boutique advisory firm.  Mr. Kostopoulos holds a Bachelor of Arts (History) from Arizona State University, a Master of Arts (International Relations) from Indiana University Bloomington, a Master of Science (Military Science) from the Hellenic Army Supreme War College, and a Master of Laws (International Business) from the University of Cumbria.

George Stubos - Director

George Stubos is the President of Stubos Capital Inc., in Vancouver, Canada and has 25 years of Capital Markets, Energy and Technology investing experience leading early stage companies in their growth strategies. Previously, he was an investment advisor with Canaccord Capital and was a founder of Business Financial Publishing, Investorlinks.com, San Telmo Energy, Rolling Thunder Exploration, and Argentex Mining. In 2007, he founded Shaman Energy LLC, which was awarded a Production Sharing Contract by the Government of Mongolia and was sold to Ivanhoe Energy. He is a member of the Association of International Petroleum Negotiators and the North America - Mongolia Business Council.

Tim Crowhurst, Director

Tim Crowhurst is President of Sea Level Communications Ltd., and a former Administrative Tribunal Judge of the Immigration Appeal Division of Canada's Immigration and Refugee Board. He brings to Plymouth a long history in managing public companies, as well as a strong understanding of border security measures and international immigration movements. Prior to commencing a successful issue and crisis management consultancy in 1993, he was an advisor to several Canadian Cabinet Ministers

Family Relationships

There are no family relationships among any of our directors and senior management listed above.

B.

Compensation

During the years ended November 30, 201731, 2019 and 2016,November 31, 2018,  our directors and officers received the following compensation:

28



COMPENSATION TABLE

Name
and Principal
Position

Year

For the year ended November 30, 2017, the Company paid $13,500 to our former

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensa-
tion
($)

Change in
Pension
Value and
Nonqualifie
d Deferred
Compensa-
tion
Earnings
($)

All
Other
Compensa-
tion
($)

Total
($)

Dana Wheeler, President and CEO

2019
2018

318,790
13,200

Nil
Nil

Nil
Nil

113,077
Nil

Nil
Nil

Nil
Nil

Nil
Nil

431,867

13,200

Zara Kanji, Chief Financial Officer and corporate Secretary,

2019
2018

60,000
30,000

Nil
Nil

Nil
Nil

28,269
Nil

Nil
Nil

Nil
Nil

24,490*
20,748*

112,759

50,748

Vivian Katsuris, for consulting services rendered (2016 - $10,500).Corporate Secretary, Director

2019
2018

63,000
36,842

Nil
Nil

Nil
Nil

28,269
Nil

Nil
Nil

Nil
Nil

Nil
Nil

91,269

36,842

Angelos Kostopoulos, Director

2019
2018

As at November 30, 2017, $2,625 (2016 - $Nil) of prepayment was made to our former Chief Financial Officer, Vivian Katsuris, for consulting services to be provided subsequent to year-ended November 30, 2017.

Nil
Nil

Nil
Nil

Nil
Nil

42,404
Nil

Nil
Nil

Nil
Nil

Nil
Nil

42,404

Nil

George Stubos, Director

2019
2018

Nil
Nil

Nil
Nil

Nil
Nil

48,014
Nil

Nil
Nil

Nil
Nil

Nil
Nil

48,014

Nil

Tim Crowhurst, Director

2019
2018

Nil
Nil

Nil
Nil

Nil
Nil

112
Nil

Nil
Nil

Nil
Nil

Nil
Nil

112

Nil

Jeremy Poirier, FormerDirector

2019
2018

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil

Nil

Ioannis Tsitos, FormerDirector

2019
2018

Nil
5,000

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil

5,000

*This refers to accounting fees paid to a Company controlled by the CFO.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our officers didboard of directors in the future. We do not accruehave any material bonus or receive any otherprofit sharing plans pursuant to which cash compensation,or non-cash compensation is or benefits in kind for their services duringmay be paid to our directors or executive officers, except that share options may be granted at the year ended November 30, 2017 or 2016.discretion of our board of directors.

Written Management Agreements

NoneDana Wheeler, CEO has a services agreement with the Company.  The agreement is to pay for services at $20,000 USD/ month.  The CEO can terminate the agreement with a 30 days' notice,  The Company has to give 6 months' notice for any termination without cause.

Zara Kanji, CFO is engaged on a month to month agreement for compensation of our officers provide their services pursuant to$5,000 CAD per month.

Vivian Katsuris, Secretary has a written employment or management agreement.consulting agreement with the Company for compensation of $5,250 CAD per month with a 60 day notice of termiantion

Stock Option Plan

Pursuant to the policy of the TSX Venture Exchange, where our common shares were traded from August 13, 2014 until March 9, 2016, we were required to adopt a stock option plan prior to granting incentive stock options and, accordingly, we adopted a stock option plan on November 12, 2014. The purpose of our stock option plan is to attract and motivate directors, senior officers, employees, management company employees, consultants and others providing services to our company and its subsidiaries, and thereby advance our interests, by affording such persons with an opportunity to acquire an equity interest in our company through the issuance of stock options.


Our stock option plan is a "rolling" stock option plan permitting the grant of incentive stock options to purchase up to 10% of our Company's issued and outstanding common shares.

Our stock option plan has the following terms and conditions:

stock options may be issued to directors, senior officers, employees, consultants, affiliates or subsidiaries or to employees of companies providing management or administrative services to the Company;

the Board (or any committee delegated by the Board) in its sole discretion will determine the number of options to be granted, the optionees to receive the options, and term of expiry;

the options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;

options will be exercisable at a price which is not less than the Discounted Market Price (as defined by the TSXV policy 1.1);

options granted to a person who is engaged in investor relations activities will expire within a maximum of 30 days after the optionee ceases to be employed and options granted to all other persons will expire within a reasonable period of time from the date the optionee ceases to hold his or her position or office;

the number of Common Shares reserved for issuance to any one person pursuant to options granted during the previous 12 months shall not exceed 5% of the issued and outstanding Common Shares at the time of grant; and the number of options granted to consultants or persons performing investor relations activities will not exceed 2% unless the TSXV provides approval;

the aggregate number of Common Shares which may be subject to issuance pursuant to options granted under our stock option plan shall not exceed the equivalent of 10% of the issued and outstanding Common Shares of the Company;

options will not be issued unless fully paid and options granted will be fully vested on the date of grant; options granted to consultants providing investor relations services will be subject to vesting provisions as per the policies of the TSXV;

every option granted under our stock option plan shall be evidenced by a written agreement between the Company and the optionee;

any consolidation or subdivision of Common Shares will be reflected in an adjustment to the stock options;

any reduction in exercise price of options granted to the Company's insiders will be subject to approval of disinterested shareholders of the Company.

29


Option-Based Awards

During the year ended November 30, 2019, the Company granted 1,350,000 options to the CEO, CFO, the Corporate Secretary, and the Company's directors as follows):

  November 30, 2019 
  Number of options granted  Expense for the period 
CEO 400,000 $113,077 
CFO 100,000  28,269 
Corporate Secretary 100,000  28,269 
Directors 750,000  90,530 
  1,350,000 $260,145 

As at November 30, 2019, no options were vested, and stock-based compensations amounting to $692,091 was recognized in profit or loss of which $260,145 were for the Company's officers and directors as above.

The following table sets forth the option based awards for each of directors and officers of the Company outstanding as at November 30, 2017.2019.

NameOption Based Awards
Number of
securities
underlying
unexercised options
(#)
Option exercise
price
($)
Option expiration
date
Value of unexercised
in-the-money
options
($)(1)
Blake Olafson,
Former President,
Chief ExecutiveOfficer,
Treasurer, &Director(2)
500,000$0.10May 1, 2022200,000
Patrick Morris,
Former Director(3)
Niln/an/aNil
Ioannis Tsitos,
Director
125,000$0.30November 11, 201925,000
Vivian Katsuris,
President,
Chief
Executive Officer,
Secretary, Director
125,000$0.30November 11, 201925,000


Name

Option Based Awards

Number of
securities
underlying
unexercised options
(#)

Option exercise
price
($)

Option expiration
date

Value of unexercised
in-the-money
options
($)(1)

Dana Wheeler,
President,
Chief Executive Officer,
& Director

400,000

$0.60

January 15, 2024(2)

Nil

Zara Kanji,
Chief Financial Officer

100,000

$0.60

January 15, 2024(2)

Nil

Vivian Katsuris,
Secretary, Director

100,000

$0.60

January 15, 2024(2)

Nil

Angelos Kostopoulos, Director

150,000

$0.60

January 15, 2024(2)

Nil

George Stubos, Director

200,000

$0.60

March 20, 2024(3)

Nil

250,000

$0.50

November 28, 2024(4)

Nil

Tim Crowhurst, Director

150,000

$0.50

November 28, 2024(4)

Nil

 

 

 

 

 

Notes:(1)Value is calculated based on the difference between the market value of the securities underlying the options as at November 30, 2018, being $0.00, and the exercise price of the option.

(1)

Value is calculated based on the difference between the market value of the securities underlying the options as at November 30, 2017, being $0.50, and the exercise price of the option.

(2)The options vest incrementally pursuant to the following schedule: (i) 50% on January 16, 2020; (ii) 12.5% on April 16, 2020; (iii) 12.5% on July 16, 2020; (iii) 12.5% on October 16, 2020; and (iv) 12.5 % on January 16, 2021.

(3)The options vest incrementally pursuant to the following schedule: (i) 50% on March 31, 2020; (ii) 12.5% on June 21, 2020; (iii) 12.5% on September 21, 2020; (iii) 12.5% on December 21, 2020; and (iv) 12.5 % on March 21, 2021.

(4)The options vest incrementally pursuant to the following schedule: (i) 50% on November 29, 2020; and (ii) 50 % on November 29, 2021.

(2)

Mr. Olafson resigned as a director and officer of the Company on January 15, 2018.

(3)

Mr. Morris resigned as a director of the Company on November 10, 2017.

Termination and Change of Control Benefits

Except as previously disclosed, we have no plans or arrangements in respect of remuneration received or that may be received by our directors and senior management in respect of compensating such person in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities.

Pension, Retirement or Similar Benefits

We have not set aside or accrued any amounts to provide pension, retirement or similar benefit for our directors or senior management during the fiscal year ended November 30, 2016.2019.

C.

Board Practices

Term of Office

Each director of our company holds office until the next annual general meeting of our company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the articles of our company or the provisions of the BCBCA. Each member of our senior management is appointed to serve at the discretion of our Board, subject to the terms of the employment agreements described above.

30


Service Contracts

Other than as disclosed herein, we do not have any service contracts with directors which provide for benefits upon termination of employment.

Committees

The audit committee is our only committee at this time. Our company does not have a remuneration committee.

Audit Committee

The members of our audit committee are Vivian Katsuris, Jeremy Poirier and Ioannis Tsitos.Angelos Kostopoulos As defined in National Instrument 52-110 - Audit Committees,Vivian Katsuris, is not "independent". All members are financially literate, meaning that they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee. The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee members meet periodically with management and annually with the external auditors. Our audit committee has the overall duties and responsibilities to:

review the financial reporting process to ensure the accuracy of the financial statements of our company;

assist the Board to properly and fully discharge its responsibilities;

strengthen the role of the Board by facilitating in depth discussions between directors, management and external auditors;

evaluate the independent auditor's qualifications, performance and independence;

facilitate the independence of the independent auditor;

assess the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and

review the processes to monitor compliance with laws and regulations.


D.

Employees

As of November 30, 20172019 and as at the date of this report, we do not have any employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with the development of our exploration programs.products.



E.

Share Ownership

As at April 19, 2018,March 30, 2020, our directors and senior management beneficially owned the following common shares and stock options of our company:

31



Name and Office HeldNumber of Common Shares Owned
and
Percent of Total Outstanding Common
Shares
Options Owned(2)
# of Shares% of Class(1)
Blake Olafson,Former President,
Chief Executive Officer,
Treasurer, & Director(3)
2,000,000(4)9.49500,000(5)
Vivian Katsuris,President,
Chief
Executive Officer, Secretary, &
Director
257,5001.21125,000
Patrick Morris,Former Director125,000(7)Nil
Ioannis Tsitos,DirectorNilNil125,000
Zara Kanji, Chief Financial OfficerNilNilNil
Jeremy Poirier, DirectorNilNilNil

Name and Office Held

Number of Common Shares Owned
and
Percent of Total Outstanding Common
Shares

Options Owned

# of Shares

% of Class(1)

Dana Wheeler,

President, Chief Executive Officer, & Director

1,350,000

4.1

400,000(2)

Zara Kanji, Chief Financial Officer

Nil

Nil

100,000(2)

Vivian Katsuris, Secretary, &
Director

277,500(3)

(4)

100,000(2)

Angelos Kostopoulos, Director

Nil

Nil

150,000(2)

George Stubos, Director

901,500(5)

2.7%

450,000(2)

Tim Crowhurst, Director

Nil

Nil

150,000(2)

Notes:

(1)

Based on 21,077,50032,796,600 common shares issued and outstanding as at April 19, 2018March 30, 2020

(2)

Options are exercisable into common shares on a one-for-one basis.basis and vest incrementally pursuant to the schedule outlined in Item 6 B. Compensation - Option-based Awards.

(3)

Includes 100,000 shares held in the name of Vivkor Holdings Inc,  Ms. Katsuris has voting and dispositive control over securities held by Vivkor Holdings Inc.

(4)

Less than 1%

   

(3)(5)

Mr. Olafson resigned as an officer and director on January 15, 2018

(4)

2,000,000 Common Shares areIncludes 157,500 shares held in the name of Linkson Holdings Ltd., a companyStubos Capital Inc,  Mr. Stubos has voting and dispositive control over which Mr. Olafson holds voting control.

(5)

As at April 19, 2018 the options are pending exercise.

(6)

Mr. Morris resigned as a director of the Company on November 10, 2017.

(7)

Less than 1%securities held by Stubos Capital  Inc

The voting rights attached to the common shares owned by our directors and senior management do not differ from those voting rights attached to shares owned by people who are not directors or senior management of our company.



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


A.

Major Shareholders

To the best of our knowledge, there are no persons or company who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 5% of the voting rights attached to any class of voting securities of the Company, except as follows:

Name of ShareholderNumber of Shares Held% of Class Held(1)
Blake Olafson(2)2,500,00011.86
Jonathan Dubouis-Phillips1,200,0005.69

Notes:

(1)

Based on 21,077,500 common shares issued and outstanding as at April 19, 2018.

(2)

Includes 2,000,000 common shares held in the name of Linkson Holdings Ltd., a company over which Mr. Olafson holds voting control, and 500,000 common shares underlying vested stock options held by Mr. Olafson which are pending exercise..

Recent Changes in Major Shareholder Ownership

To the best of our knowledge, the following transactions constitute the sole significant changes in the percentage ownership held by any major shareholders during the past three years:

32


On January 22, 2018, Blake Olafson, our former Chief Executive Officer, President, Treasurer, and Director, sold 4,000,000 common shares in a private transaction, reducing his shareholdings in the Company from 28.46% to 9.48% of our issued and outstanding common shares.

On June 30, 2016, Vivian Katsuris, our Chief Financial Officer and Secretary, sold 742,500 common shares in a private transaction, reducing her shareholding in the Company from 10.4% to 4.59% of our issued and outstanding common shares.

On August 13, 2014 Vivian Katsuris, acquired 1,350,000 of our common shares in a private transaction from Suzanne L. Wood, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, former director, and former major shareholder. Ms. Wood resigned as a director and officer of our company concurrently with the sale of the shares.Company:

Major Shareholder Voting Rights

The voting rights of our major shareholders do not differ from the voting rights of holders of our common shares who are not our major shareholders.

Residency of Shareholders

As at November 30, 20172019 and April 19, 2018,March 31, 2020, the registrar and transfer agent for our company reported that there were 19,379,500 and 21,077,50032,796,600 common shares of our company issued and outstanding, respectively.outstanding. Of the 19,379,50032,796,600 common shares issued and outstanding on November 30, 2017, 11,419,0002019, 27,483,550              were registered to Canadian residents (18(11 recorded shareholders), 275,0003,738,050 were registered to residents of the United States (2(27 recorded shareholders), and 7,685,5001,575,000 were registered to non-United States or Canadian residents (7(6 recorded shareholders). Of the 21,077,50032,796,600 common shares of our company issued and outstanding on April 19, 2018, 16,117,000March 31, 2020, 27,483,550 were registered to Canadian residents (14(10 recorded shareholders), 275,0003,738,050 were registered to residents of the United States (2(27 recorded shareholders), and 4,685,5001,575,000 were registered to non-United States or Canadian residents (7(6 recorded shareholders).

Control and Control Arrangements

To the best of our knowledge, our company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly, except as disclosed in the above table regarding our major shareholders.

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in control of our company.

B.

Related Party Transactions

The Company recorded the following transactions with related parties during the period from the beginning of the Company’sCompany's preceding three financial years up to the date of this Annual Report:

DuringThe amounts due to and from related parties are due to the year ended November 2017, we paid $13,500 (2016 - $10,500; 2015 - $6,000) to VivKor Holdings Inc., a company controlled by our then Chief Financial Officerdirectors and Secretary, Vivian Katsuris. The payments were made for consulting services rendered by Ms. Katsuris in her former capacity as CFO and Secretaryofficers of the Company. The balances are unsecured, non-interest bearing and have no specific terms for repayment. These transactions are in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

As at November 30, 2019, $10,035 (November 30, 2018 - $3,000) was due to directors and officers of the Company:

  November 30, 2019  November 30, 2018 
Company controlled by CFO$5,000 $3,000 
CEO of the Company 5,035 $- 
 $10,035 $3,000 

As at November 30, 2019, $25,070 (November 30, 2018 - $7,400) was due from directors and officers of the Company:

  November 30, 2019  November 30, 2018 
Company controlled by Corporate Secretary$5,250 $5,613 
CEO of the Company -  1,787 
Director 19,820  - 
 $25,070 $7,400 

During the years ended November 30, 2019, 2018 and 2017, the Company entered into the following transactions with related parties:



  November 30, 2019  November 30, 2018  November 30, 2017 
Management fees$123,000 $71,842 $13,500 
Accounting fees 24,490  20,748  - 
Share-based payments 260,145  -  - 
Salaries and benefits to CEO 318,790  13,200  - 
 $726,425 $105,790 $13,500 

During the year ended November 30, 2017, Patrick Morris, a former director2019, the Company granted 1,350,000 options to the CEO, CFO, the Corporate Secretary, and the Company's directors as follows):

  November 30, 2019 
  Number of options granted  Expense for the period 
CEO 400,000 $113,077 
CFO 100,000  28,269 
Corporate Secretary 100,000  28,269 
Angelos Kostopoulos, Director 150,000  42,404 
George Stubos, Director 450,000  48,014 
Tim Crowhurst, Director 150,000  112 
  1,350,000 $260,145 

As at November 30, 2019, no options were vested, and stock-based compensations amounting to $692,091 was recognized in profit or loss of which $260,145 were for the Company's officers and directors as above (Note 10).

Management fees consisted of the Company, exercised 125,000following:

  November 30, 2019  November 30, 2018  November 30, 2017 
Company controlled by Corporate Secretary$63,000 $36,842 $13,500 
Company controlled by CFO 60,000  30,000  - 
Director fees paid to Former Director -  5,000  - 
 $123,000 $71,842 $13,500 

On October 16, 2019, Jeremy Poirier resigned as a Director of the Company. 100,000 stock options at a price of $0.15 per share, for gross proceeds of $18,750. The fundsgranted to him were received subsequent to the year ended November 30, 2017.forfeited.

As at November 30, 2017, $2,625 (20162019, $26,578 (November 30, 2018 - $Nil) of prepayment was made to Vivian Katsuris, the former CFOCEO of the Company for consulting services to be provided subsequent to year-ended Novemberand $13,289 (November 30, 2017. No amount is due from any other of the Company’s directors, officers and related entities2018 - $Nil) to the Company’s directors and officers.SVP for Engineering Operations.

We formerly rented the premises of our head office located in Vancouver, British Columbia, Canada from Wood & Associates, a company controlled by Suzanne Wood, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, former director, and former major shareholder. We rented the office space on a month to month basis at the monthly rate of $100 until the third quarter of 2015.

33


Compensation

For information regarding compensation for our directors and senior management, see Item 6.B - Compensation.



C.

Interests of Experts and Counsel

Not applicable

ITEM 8.

FINANCIAL INFORMATION


A.

Financial Statements and Other Financial Information

Our financial statements (included as Item 18 of this registration statement) are stated in United States dollars and are prepared in accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed with and incorporated herein as part of this registration statement:

(a)

audited financial statements for the year ended November 30, 2017,2019, including: independent auditors' report by MNP LLP, Chartered Professional Accountant, statements of financial position, statements of loss and comprehensive loss, statements of cash flows, statements of changes in equity, and notes to financial statements;

These financial statements can be found under "Item 17 - Financial Statements" below.

Legal Proceedings

There have not been any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings, those involving any third party, and governmental proceedings pending or known to be contemplated, which may have, or have had in the recent past, significant effect our financial position or profitability.

There have been no material proceedings in which any director, any member of senior management, or any of our affiliates is either a party adverse to our company or our subsidiaries or has a material interest adverse to our company or our subsidiaries.

Policy on Dividend Distributions

We have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors.

B.

Significant Changes

We are not aware of any significant change that has occurred since November 30, 2017,2018, and that has not been disclosed elsewhere in this annual report.

34



ITEM 9.

THE OFFER AND LISTING


A.

Offer and Listing Details


A.

Offer and Listing Details


(a)

Our authorized share capital consists of an unlimited number of Common Shares, without par value. As of November 30, 20172019 and April 19, 2018,March 30, 2020, we had 19,379,50032,796,600 and 21,077,50032,796,600 Common Shares issued and outstanding, respectively. Our common stock is listed on the TSX VentureCanadian Securities Exchange (“TSXV”("CSE") under the symbol “AXC”"PRT". Our common stock became eligible for trading on the TSXVCSE on March 7, 2016.  From May 2, 2012.2012 through March 9, 2016, our common stock traded on the TSX Venture Exchange. The first trade of our common stock occurred on September 10, 2014. The transfer of our common shares is managed by our transfer agent, Computershare Trust Company of Canada. Our shares are issued in registered form.

(a)

Set forth below are the annual high and low market prices for our stock for each of our five most recent

full financial years (ending November 30).


 20132014201520162017
Highn/a0.400.150.060.50
Lown/a0.060.050.030.02


 

2015

2016

2017

2018

2019

High

0.15

0.06

0.50

0.77

0.66

Low

0.05

0.03

0.02

0.41

0.375

These numbers represent the annual high and low market prices for our stock as quoted on the TSXV.TSXV and CSE, as applicable.

(b)

Set forth below are the high and low market prices for each full financial quarter for the two most recent full financial years and any subsequent period.

Year 2020

Quarter

February 29, 2020

Through March 28,
2020

High

0.49

0.375

Low

0.36

0.11

Year 2019

Quarter

February

May

August

November

High

0.66

0.63

0.48

0.50

Low

0.52

0.45

0.38

0.37

Year 2018

QuarterFebruaryThrough April 19,
2018
High0.930.75
Low0.500.50

Quarter

February

May

August

November

High

n/a

n/a

n/a

0.67

Low

n/a

n/a

n/a

0.60

Year 2017

Quarter

February

May

August

November

High

0.03

0 05

0.10

0.50

Low

0.02

0.02

0.05

0.09

Year 2016

Quarter

February

May

August

November

High

0.06

0.06

0.06

0.03

Low

0.06

0.03

0.03

0.03

Year 2015

QuarterFebruaryMayAugustNovember
High0.150.080.060.06
Low0.100.060.050.06

35



(c)

Set forth below are the high and low market prices for each of the six most recent completed months of the year 2017:months:


MonthAprilMayJuneJulyAugustSeptember

October

November

December

January

February

March

High0.060.070.100.12

0.50

0.49

0.485

0.44

0.375

Low0.050.060.070.09

0.47

0.45

0.375

0.48

0.11

0.20




B.

Plan of Distribution

Not applicable to Form 20-F filed as an Annual Report.

C.

Markets

Our Common Shares are publically traded on the TSX VentureCanadian Securities Exchange under the symbol "AXC""PRT" Our common stock is not now listed or quoted on any other securities exchange or electronic quotation service in the United States or abroad. There is currently no market for our common stock in the United States. Following the effective date of this registration statement our management intends to seek the quotation of our common stock on the OTCQB inter-dealer quotation service operated by OTC Markets Group. To achieve the quotation of our common stock on the OTCQB a market maker must file a Form 15c211 on our behalf with FINRA, and we must successfully complete an application and a management certification procedure with OTC Markets Group. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 15c211with FINRA on our behalf but, as of the date of this registration statement, no filing has been made. There is no guarantee that any such filing will be made or, if made, approved by FINRA.

D.

Selling Shareholders

Not applicable to Form 20-F filed as an Annual Report.

E.

Dilution

Not applicable to Form 20-F filed as an Annual Report.

F.

Expenses of the Issue

Not applicable to Form 20-F filed as an Annual Report.

ITEM 10.

ADDITIONAL INFORMATION


A.

Share Capital

Our authorized share capital consists of an unlimited number of Common Shares, without par value. As of November 30, 20172019 and April 19, 2018,March 31, 2020, we had 19,379,50032,796,600 and 21,077,50032,796,600 Common Shares issued and outstanding, respectively.

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Common Shares

The holders of the common shares are entitled to one vote for each common share held on all matters to be voted on by such holders. The holders of common shares are entitled to receive, pro rata, the remaining property of our company on a liquidation, dissolution or winding-up of our company after the holders of Preferred Shares have been paid. There are no pre-emptive rights or redemption rights attached to the Common Shares.

WarrantsConvertible Securities

As ofat November 30, 2017, we had 2,640,000 warrants2019 there were 32,796,600 common shares outstanding. options outstanding to purchase 3,150,000 common shares and no other convertible securities outstanding.  The 3,150,000 options outstanding are described in the below table:



Expiry Date Exercise Price  Numbers of options outstanding  Weighted average remaining contractual life (year)  Weighted average exercise price 
  $        $ 
January 15, 2024 0.60  2,150,000  2.82  0.60 
March 20, 2024 0.60  350,000  0.48  0.60 
November 28, 2024 0.50  650,000  1.03  0.50 
     3,150,000  4.33  0.58 

Stock Options

On November 12, 2014 the Company adopted an incentive stock option plan (the "Option Plan") which provides that 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, employees, and consultants to the Company, nontransferable 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 in the capital of the Company at the time of granting of options. 

On January 16, 2019, the Company granted 2,300,000 stock options, which are exercisable for a period of five years, at a price of $0.60 per share. During the year, 150,000 stock options were cancelled. The remaining 2,150,000 stock options vest as follows: (i) 1,075,000 options on January 15, 2020, (ii) 268,750 options on April 15, 2020, (iii) 268,750 options on July 15, 2020, (iv) 268,750 options on October 15, 2020, and (v) 268,750 options on January 15, 2021.

The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.54, volatility 100%, risk-free rate 1.93%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $913,140, which will be expensed over the vesting period.

On March 21, 2019, the Company granted an aggregate of 350,000 incentive stock options to consultants of the Company with an exercise price of $0.10. Each$0.60 per share purchase warrant entitlesfor a period of five years from the holderdate of grant. The stock options vest as follows: (i) 175,000 options on March 20, 2020, (ii) 43,750 options on June 20, 2020, (iii) 43,750 options on December 20, 2020, (iv) 43,750 options on March 20, 2021, and (v) 43,750 options on June 20, 2021. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.57, volatility 100%, risk-free rate 1.56%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to purchase, subject to adjustment, one common sharebe $147,613, which will be expensed over the vesting period.

On November 29, 2019, the Company granted an aggregate of our company. The warrants expire August 11, 2019.

Stock Options

As of November 30, 2017, we had 750,000650,000 incentive stock options outstanding atto consultants and a weighted averagedirector of the Company with an exercise price of $0.17. Each incentive$0.50 per share for a period of five years from the date of grant. The stock option entitles the holder to purchase, subject to adjustment, one common share of our company at the exercise price established at the time of grant of the options. The options vested upon granting, and 500,000 options expire May 1, 2022, and 250,000vest as follows: (i) 325,000 options on November 11, 2019.30, 2020 and (ii) 325,000 options on November 30, 2021. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.49, volatility 100%, risk-free rate 1.49%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $236,809, which will be expensed over the vesting period.

During the year ended November 30, 2019, 150,000 options issued to a director and a consultant were cancelled before vested.  Stock-based compensation recognized in profit or loss for the year ended November 30, 2019 amounted to $692,091 (2018 - $Nil).

Stock option transactions and the number of stock options outstanding as at November 30, 2019 and 2018 are summarized as follows:



  Number of  Weighted  Average 
 Options  Exercise Price 
Balance, November 30, 2017 750,000 $0.17 
Exercised (625,000)$0.14 
Balance, November 30, 2018 125,000 $0.30 
Granted 3,300,000 $0.58 
Exercised (125,000)$0.30 
Expired (150,000)$0.60 
Balance, November 30, 2019 3,150,000 $0.58 

Issuance of Common Shares

We have financed our operations through, among other things, funds raised in private placements of common shares and proceeds from shares issued upon exercise of stock options and share purchase warrants.

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Since the date of incorporation of the company 21,077,500.common32,796,600 common shares have been issued, and 2,000,000 Common Shares have been repurchased for cancellation, as follows:

DateNumber of
Shares
Issue Price Per
Share
Aggregate Issue
Price
Consideration
Received/Paid

Number of
Shares

Issue Price Per
Share

Aggregate Issue
Price

Consideration
Received/Paid

October 17, 20111$0.05Cash

1

$0.05

Cash

November 10, 20119,999,999$0.05$499,999.95Cash

9,999,999

$0.05

$499,999.95

Cash

February 29, 2012(1)(2,000,000)($0.05)($100,000.00)(Cash)

(2,000,000)

($0.05)

($100,000.00)

(Cash)

May 1, 20122,000,000$0.10$200,000.00Cash

2,000,000

$0.10

$200,000.00

Cash

May 4, 201294,000$0.10$9,400.00Cash

94,000

$0.10

$9,400.00

Cash

August 11, 20142,400,000$0.05$120,000.00Cash

2,400,000

$0.05

$120,000.00

Cash

August 11, 2014240,000$0.05$12,000.00Finder's Fee

240,000

$0.05

$12,000.00

Finder's Fee

August 11, 2014200,000$0.05$10,000.00Property Payment

200,000

$0.05

$10,000.00

Property Payment

February 15, 2017300,000$0.02$6,000Property Payment

300,000

$0.02

$6,000

Property Payment

November 30, 20175,500,000$0.10$550,000Cash

5,500,000

$0.10

$550,000

Cash

November 30, 2017490,500$0.10$49,050Finder’s Fee

490,500

$0.10

$49,050

Finder's Fee

November 28, 2017125,000$0.15$18,750Cash

125,000

$0.15

$18,750

Cash

December 12, 201755,000$0.10$5,500Cash

55,000

$0.10

$5,500

Cash

December 19, 2017100,000$0.10$10,000Cash

100,000

$0.10

$10,000

Cash

December 22, 2017476,000$0.10$47,600Cash

476,000

$0.10

$47,600

Cash

January 9, 2018476,000$0.10$10,000Cash

476,000

$0.10

$10,000

Cash

January 19, 2018100,000$0.10$10,000Cash

100,000

$0.10

$10,000

Cash

January 22, 2018500,000$0.10$50,000Cash

500,000

$0.10

$50,000

Cash

February 2, 201821,000$0.10$2,100Cash

21,000

$0.10

$2,100

Cash

April 25,2018

4,475,000

$0.40

$1,790,000

Cash

May 18, 2018

2,035,550

$0.40

$814,220

Cash

May 29, 2018

125,000

$0.30

$37,500

Cash

August 23, 2018

500,000

$0.10

$50,000

Cash




October 31, 2018

3,000,000

$0.41

$1,230,000

Acquisition of Plymouth Rock USA

November 1, 2018

231,250

$0.69

$159,562.50

Finder's Fee

March 19, 2019

7,500

$0.60

$4,500

Cash

March 19, 2019

1,650

$0.40

$1,342

Cash, Warrants

April 18, 2019

31,500

$0.40

$25,623

Cash, Warrants

April 18, 2019

121,500

$0.40

$98,832

Cash, Warrants

April 23, 2019

105,750

$0.40

$86,020

Cash, Warrants

April 23, 2019

2,250

$0.40

$1,830

Cash, Warrants

May 1, 2019

8,250

$0.40

$6,711

Cash, Warrants

May 7, 2019

8,250

$0.40

$6,711

Cash, Warrants

May 14, 2019

5,250

$0.40

$4,271

Cash, Warrants

May 16, 2019

17,400

$0.40

$14,154

Cash, Warrants

May 17, 2019

6,000

$0.40

$4,881

Cash, Warrants

August 6, 2019

240,000

$0.10

24,000

Cash

August 6, 2019

235,000

$0.10

23,500

Cash

August 6, 2019

100,000

$0.10

10,000

Cash

August 7, 2019

20,000

$0.10

2,000

Cash

October 11, 2019

20,000

$0.30

$8,174

Cash

October 15, 2019

105,000

$0.30

$42,915

Cash

Notes:

(1)

On February 29, 2012 a total of 2,000,000 common shares were surrendered to the company for cancellation and returned to the company’scompany's treasury for consideration of $0.05 per share.

Resolutions/Authorizations/Approvals

Not Applicable.

B.

Memorandum and Articles of Association

Incorporation

We are incorporated under the British Columbia Business Corporations Act (BCBCA). Our British Columbia incorporation number is BC0922905.

Objects and Purposes of Our Company

Our articles do not contain a description of our objects and purposes.

Voting on Proposals. Arrangements, Contracts or Compensation by Directors

Other than as disclosed below, our articles do not restrict directors' power to (a) vote on a proposal, arrangement or contract in which the directors are materially interested or (b) to vote compensation to themselves or any other members of their body in the absence of an independent quorum.


The BCBCA does, however, contain restrictions in this regard. The BCBCA provides that a director who holds a disclosable interest in a contract or transaction into which we have entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. A director who holds a disclosable interest in a contract or transaction into which we have entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. A director or senior officer generally holds a disclosable interest in a contract or transaction if (a) the contract or transaction is material to our company; (b) we have entered, or proposed to enter, into the contract or transaction, and (c) either (i) the director or senior officer has a material interest in the contract or transaction or (ii) the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction. A director or senior officer does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of our company or of an affiliate of our company.

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Borrowing Powers of Directors

Our articles provide that we, if authorized by our directors, may:

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of our company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of our company.

Qualifications of Directors

Under our articles, a director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the BCBCA to become, act or continue to act as a director.

Share Rights

See "Share Capital" above for a summary of our authorized capital and the special rights and restrictions attached to our Common Shares and Preferred Shares.

Procedures to Change the Rights of Shareholders

Our articles state that the Company may by resolution of its directors: (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares, (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares, (iii) subdivide all or any of its unissued or fully paid issued shares with par value into shares of smaller par value, or (iv) consolidate all or any of its unissued or fully paid issued shares with par value into shares of larger par value; (d) subdivide all or any of its unissued or fully paid issued shares without par value; (e) change all or any of its unissued or fully paid issued shares with par value into shares without par value or all or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any of its shares; (g) consolidate all or any of its unissued or fully paid issued shares without par value; or (h) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA.


Meetings

Each director holds office until our next annual general meeting or until his office is earlier vacated in accordance with our articles or with the provisions of the BCBCA. A director appointed or elected to fill a vacancy on our board also holds office until our next annual general meeting.

Our articles and the BCBCA provide that our annual meetings of shareholders must be held at such time in each calendar year and not more than 15 months after the last annual general meeting and at such place as our Board may from time to time determine. Our directors may, at any time, call a meeting of our shareholders.

The holders of not less than five percent of our issued shares that carry the right to vote at a meeting may requisition our directors to call a meeting of shareholders for the purposes stated in the requisition.

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Under our articles, the quorum for the transaction of business at a meeting of our shareholders is one or more persons, present in person or by proxy.

Our articles state that in addition to those persons who are entitled to vote at a meeting of our shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), any lawyer or auditor for our company, any persons invited to be present at the meeting by our directors or by the chair of the meeting and any person entitled or required under the BCBCA or our articles to be present at the meeting.

Limitations on Ownership of Securities

Neither Canadian law nor our Articles limit the right of a non-resident to hold or vote common shares of the company, other than as provided in the Investment Canada Act (the “Investment Act”"Investment Act"), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”"WTOA Act"). The Investment Act generally prohibits implementation of a direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,”"Canadian," as defined in the Investment Act (a “non-Canadian”"non-Canadian"), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common shares of the company by a non-Canadian (other than a “WTO"WTO Investor," as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company, and the value of the assets of the company were C$5.0 million or more (provided that immediately prior to the implementation of the investment the Company was not controlled by WTO Investors). An investment in common shares of the Company by a WTO Investor (or by a non-Canadian other than a WTO Investor if, immediately prior to the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company and the value of the assets of the Company equaled or exceeded an amount determined by the Minister of Finance (Canada) (the “Minister”"Minister") on an annual basis. The Minister has determined that the threshold for review for WTO Investors or vendors (other than Canadians) to be C$344 million for the year 2013. A non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire control of the company for purposes of the Investment Act if he or she acquired a majority of the common shares of the company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the company, unless it could be established that the company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO Investor if he or she is a “national”"national" of a country (other than Canada) that is a member of the World Trade Organization (“("WTO Member”Member") or has a right of permanent residence in a WTO Member. A corporation or other entity will be a “WTO Investor”"WTO Investor" if it is a “WTO"WTO Investor-controlled entity," pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Certain transactions involving our common shares would be exempt from the Investment Act, including:

an acquisition of the shares if the acquisition were made in the ordinary course of that person’sperson's business as a trader or dealer in securities;

an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and

an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of voting interests, remains unchanged.



Change in Control

There are no provisions in our articles or in the BCBCA that would have the effect of delaying, deferring or preventing a change in control of our company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving our company or our subsidiaries.

Ownership Threshold

Our articles or the BCBCA do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that we disclose in our information circular for our annual general meeting, holders who beneficially own more than 10% of our issued and outstanding shares. Most state corporation statutes do not contain provisions governing the threshold above which shareholder ownership must be disclosed. Upon the effectiveness of this registration statement on Form 20-F, we expect that the United States federal securities laws will require us to disclose, in our annual report on Form 20-F, holders who own 5% or more of our issued and outstanding shares.

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C.

Material Contracts

There are no other contracts, other than those disclosed below and those entered into in the ordinary course of business, that are material to the Company and which were entered into in the most recently completed fiscal year or which were entered into before the most recently completed fiscal year but are still in effect as of the date of this registration statement.

Option Agreement with Qualitas Holdings Corp., dated February 17, 2014 (amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as optionor of the claims, and further amended on August 26, 2016)

Share Purchase Agreement dated October 31, 2018 with Plymouth Rock USA and the Selling Shareholders of Plymouth Rock USA

Assignment Agreement dated Manchester Metropolitan University dated March 12, 2019.

Memorandum of understanding with Abicom International Ltd. dated February 19, 2019


D.

Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation”"Taxation" below.

E.

Taxation

Certain Canadian Federal Income Taxation

We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of theIncome Tax Act(Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his, her or its common shares in the capital of our company in connection with carrying on a business in Canada (a “non-resident holder”"non-resident holder").

This summary is based upon the current provisions of theIncome Tax Act(Canada), the regulations thereunder (the “Regulations”"Regulations"), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Treaty”"Treaty"). This summary also takes into account the amendments to theIncome Tax Act(Canada) and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”"Tax Proposals") and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances.


Dividends

Dividends paid on our common shares to a non-resident holder will be subject under theIncome Tax Act(Canada) to withholding tax at a rate of 25% subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The Treaty provides that theIncome Tax Act(Canada) standard 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of the corporation paying the dividend.

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Capital Gains

A non-resident holder is not subject to tax under theIncome Tax Act(Canada) in respect of a capital gain realized upon the disposition of a common share of our company unless such share represents “taxable"taxable Canadian property”property", as defined in theIncome Tax Act(Canada), to the holder thereof. Our common shares generally will be considered taxable Canadian property to a non-resident holder if:

the non-resident holder;

persons with whom the non-resident holder did not deal at arm’sarm's length; or

the non-resident holder and persons with whom such non-resident holder did not deal at arm’sarm's length,

owned, or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of such shares. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.

United States Federal Income Taxation

The following is a general discussion of certain material United States federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain"Certain Canadian Federal Income Tax Consequences”Consequences" above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”"Code"), Treasury Regulations, published Internal Revenue Service (“IRS”("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

Holders and prospective holders of common shares should consult their own tax advisors with respect to federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a “U.S. Holder”"U.S. Holder" includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

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Distributions

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified"unqualified dividend income”income" and taxed to U.S. Holders at a maximum U.S. federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’sHolder's tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will generally recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’sHolder's adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’sHolder's holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’staxpayer's income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’sHolder's United States income tax liability that the U.S. Holder’sHolder's foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”"passive income", “high"high withholding tax interest”interest", “financial"financial services income”income", “shipping income”"shipping income", and certain other classifications of income.The availability of the foreign tax credit and the application of these complexlimitations on the tax credit are fact specific and holders and prospective holders of our common shares should consulttheir own tax advisors regarding their individual circumstances.

Passive Foreign Investment Company Status

We would be a passive foreign investment company (a “PFIC”"PFIC") if (taking into account certain “look-through”"look-through" rules with respect to the income and assets of our corporate subsidiaries in which we own 25 percent (by value) of the stock) either (i) 75 percent or more of our gross income for the taxable year was passive income or (ii) the average percentage (by value) of our total assets that are passive assets during the taxable year was at least 50 percent.

If we were a PFIC, each U.S. Holder would (unless it made one of the elections discussed below on a timely basis) be taxable on gain recognized from the disposition of our common shares (including gain deemed recognized if the common shares are used as security for a loan) and upon receipt of certain “excess distributions”"excess distributions" (generally, distributions that exceed 125% of the average amount of distributions in respect to such common shares received during the preceding three taxable years or, if shorter, during the U.S. Holder’sHolder's holding period prior to the distribution year) with respect to our common shares as if such income had been recognized ratably over the U.S. Holder’sHolder's holding period for the common shares. The U.S. Holder’sHolder's income for the current taxable year would include (as ordinary income) amounts allocated to the current taxable year and to any taxable year period prior to the first day of the first taxable year for which we were a PFIC. Tax would also be computed at the highest ordinary income tax rate in effect for each other taxable year period to which income is allocated, and an interest charge on the tax as so computed would also apply. Additionally, if we were a PFIC, U.S. Holders who acquire our common shares from decedents (other than non-resident aliens) would be denied the normally available step-up in basis for such shares to fair market value at the date of death and, instead, would have a tax basis in such shares equal to the decedent’sdecedent's basis, if lower.

43


As an alternative to the tax treatment described above, a U.S. Holder could elect to treat U.S. as a “qualified"qualified electing fund”fund" (a “QEF”"QEF"), in which case the U.S. Holder would be taxed currently, for each taxable year that we are a PFIC, on its pro rata share of our ordinary earnings and net capital gain (subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge). Special rules apply if a U.S. Holder makes a QEF election after the first taxable year in its holding period in which we are a PFIC. In the event that we conclude that we will be classified as a PFIC, we will make a determination at such time as to whether we will be able to provide U.S. Holders with the information that is necessary to make a QEF election. Amounts includable in income as a result of a QEF election will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. A U.S. Holder’sHolder's basis in its common shares will increase by any amount included in income and decrease by any amounts not included in income when distributed because such amounts were previously taxed under the QEF rules. So long as a U.S. Holder’sHolder's QEF election is in effect with respect to the entire holding period for its common shares, any gain or loss realized by such holder on the disposition of its common shares held as a capital asset ordinarily will be capital gain or loss. Such capital gain or loss ordinarily would be long-term if such U.S. Holder had held such common shares for more than one year at the time of the disposition. For non-corporate U.S. Holders, long-term capital gain is generally subject to a maximum U.S. federal income tax rate of 15% for taxable years beginning on or before November 30, 2012. The QEF election is made on a shareholder-by-shareholder basis, applies to all common shares held or subsequently acquired by an electing U.S. Holder and can be revoked only with the consent of the IRS.

As an alternative to making the QEF election, a U.S. Holder of PFIC stock which is publicly traded may in certain circumstances avoid certain of the tax consequences generally applicable to holders of a PFIC by electing to mark the stock to market and recognizing as ordinary income or loss, each taxable year that we are a PFIC, an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC stock and the U.S. Holder’sHolder's adjusted tax basis in the PFIC stock. Special rules apply if a U.S. Holder makes a mark-to-market election after the first taxable year in its holding period in which we are a PFIC. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. Holder under the election for prior taxable years. This election is available for so long as the Company’sCompany's common shares constitute “marketable"marketable stock," which includes stock of a PFIC that is “regularly traded”"regularly traded" on a “qualified"qualified exchange or other market." Generally, a “qualified"qualified exchange or other market”market" includes a national market system established pursuant to Section 11A of the Securities Exchange Act of 1934, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and that has certain characteristics. A class of stock that is traded on one or more qualified exchanges or other markets is “regularly traded”"regularly traded" on an exchange or market for any calendar year during which that class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter, subject to special rules relating to an initial public offering. It is not entirely clear whether either the OTCQB or TSXV are qualified exchanges or other markets, or whether there will be sufficient trading volume with respect to the Company’sCompany's common shares, and accordingly, whether the common shares will be “marketable stock”"marketable stock" for these purposes. Furthermore, there can be no assurances that the Company’sCompany's common shares will continue to trade on any of the exchanges listed above.

We believe we were not a PFIC for the year ending November 30, 2013 and do not expect to be classified as a PFIC for the year ending November 30, 2014. However, PFIC status is determined as of the end of each taxable year and is dependent on a number of factors, including the value of our passive assets, the amount and type of our gross income, and our market capitalization. Therefore, there can be no assurance that we will not become a PFIC for the current taxable year ending November 30, 2014 or in a future taxable year. We will notify U.S. Holders in the event we conclude that we will be treated as a PFIC for any taxable year.

F.

Dividends and Paying Agents

There is no dividend restriction; however, we have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors. There is no special procedure for nonresident holders to claim dividends. Any remittances of dividends to United States residents and to other nonresidents are, however, subject to withholding tax. See “Taxation” above.

44



G.

There is no dividend restriction; however, we have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors. There is no special procedure for nonresident holders to claim dividends. Any remittances of dividends to United States residents and to other nonresidents are, however, subject to withholding tax. See "Taxation" above.

G.

Statements by Experts



The financial statements of our company for the years ended November 30, 20152019 and 20142018 included in this annual report have been audited by MNP LLP, Chartered Professional Accountants, with a business address at Suite 2300 – 1055 Dunsmuir2200 - 1021 West Hastings Street, Vancouver, British Columbia, Canada V7X 1J1,V6E 0C3, as stated in their reports appearing in this registration statement and have been so included in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

H.

Documents on Display

Upon the effectiveness of this registration statement, we will be subject to the informational requirements of theSecurities Exchange Act of 1934(United States), and we will thereafter file reports and other information with the Securities andExchangeandExchange Commission. You may read and copy any of our reports and other information at, and obtain copies upon paymentofpaymentof prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Room 1024,Washington, DC, 20549. In addition, the Securities and Exchange Commission maintains a web site that contains reports andotherandother information regarding registrants that file electronically with the Securities and Exchange Commission athttp:athttp://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330.at1-800-SEC-0330.

The documents concerning our company referred to in this registration statement may be viewed at the offices of Salley Bowes Harwardt LLP, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6, during normal business hours.

I.

Subsidiary Information

Our company does not have any subsidiaries.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments as follows: cash and short-term investments are classified as a financial asset at FVTPL, other receivables are classified as loans and receivables, and accounts payable is classified as other financial liabilities, which are measured at amortized cost. The carrying value of these instruments approximates their fair values due to their short term to maturity.

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

Credit risk;

Liquidity risk; and

Interest rate risk.

Credit Risk

Credit risk is the risk of financial loss to our company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Our company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness.

Liquidity Risk

Liquidity risk is the risk that our company is not able to meet its financial obligations as they become due. There can be no assurance that our company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Our company may seek additional financing through equity offerings and advances from related parties, but there can be no assurance that such financing will be available on terms acceptable to the Company.

45


Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates. The Company has no significant interest rate risk. As of November 30, 2017, the Company had cash balance of $96,152 and $Nil in GICs (November 30, 2016: $10,276 and $90,000, respectively). The Company had no interest-bearing debt.



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable to Form 20-F filed as an Annual Report.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS

Not applicable.

ITEM 15.

CONTROLS AND PROCEDURES

We have elected to report under Item 15T.

ITEM 15T.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The phrase “disclosure"disclosure controls and procedures”procedures" refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as this Annual Report on Form 20-F, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer, or CEO, and chief financial officer, or CFO, as appropriate to allow timely decision regarding required disclosure.

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of November 30, 2017,2019, the end of the period covered by this Annual Report on Form 20-F. Based on such evaluation, our CEO and CFO have concluded that as of November 30, 2017,2019, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’sManagement's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

46


Our management, with the participation of our CEO and CFO, has assessed the effectiveness of the internal control over financial reporting as of November 30, 2017.2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”("COSO") inInternal Control - Integrated Framework (2013 Framework). Based on this evaluation, our management has concluded that ourthe internal control over financial reporting was effectivehas the following material weakness and significant deficiency in internal controls as of November 30, 2017.2019:


1) The Company does not have a formal policy on closing the general ledger at fiscal year-end which resulted into cut-off errors in the expenses and accounts payable balances

2) The Company does not have proper review in place to ensure all the significant transactions and balances are accounted for in the financial statements, in accordance with IFRS, including the deferred tax balance.

This Annual Report on Form 20-F does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging"emerging growth companies."

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d)As a result of the Exchange Act duringmaterial weakness and significant deficiency noted above, the year ended November 30, 2017Company will adopt the following measures:

1) The Company will develop formal closing procedures that materially affected, orshould include a checklist to document who will perform each procedure, when completion of each procedure is reasonable likelydue, and when it was accomplished.

2) The Company will develop formal review processes related to materially affect, our internal control over financial reporting.the accounting treatment for the significant non-routine transactions to ensure all the transactions are properly accounted for in accordance with IFRS.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

The members of our audit committee are Vivian Katsuris, Ioannis Tsitos, and Jeremy Poirier.Tim Crowhurst, Angelos Kostopoulos. As defined in National Instrument 52-110 - Audit Committees,Vivian Katsuris, is not "independent". All members are financially literate, meaning that they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee. The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee members meet periodically with management and annually with the external auditors. Our audit committee has the overall duties and responsibilities to:

review the financial reporting process to ensure the accuracy of the financial statements of our company;

assist the Board to properly and fully discharge its responsibilities;

strengthen the role of the Board by facilitating in depth discussions between directors, management and external auditors;

evaluate the independent auditor's qualifications, performance and independence;

facilitate the independence of the independent auditor;

assess the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and

review the processes to monitor compliance with laws and regulations.

47



ITEM 16B.

CODE OF ETHICS

Our company has not adopted a Code of Ethics given its current stage of development. As our company grows, we may adopt a Code of Ethics in the future.



ITEM 16C.

PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Audit Fees

Our external auditors, MNP LLP, Chartered Professional Accountants., charged total fees of $17,120$40,000 for the year ended November 30, 2017. All2018. $32,000 of the $17,120 above$40,000 charged was for audit fees and none of the amount$8,000 was for audit-related fees or income tax preparation fees. Our external auditors, MNP LLP, Chartered Professional Accountants, charged total fees of $11,220$17,120 for the year ended November 30, 2016.2017. All of the $11,220 above$17,120  was for audit fees and none of the amount was for audit-related fees or income tax preparation fees.

Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

None.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASER

Not Applicable.

PART III

ITEM 17.

FINANCIAL STATEMENTS

See "Item 18 - Financial Statements".

ITEM 18.

FINANCIAL STATEMENTS

Our financial statements are stated in United States dollars and are prepared in accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed with and incorporated herein as part of this registration statement:

(a)

audited financial statements for the years ended November 30, 20172019 and November 30, 2016,2018, including: independent auditors' report by MNP LLP, Chartered Accountant, statements of financial position, statements of loss and comprehensive loss, statements of cash flows, statements of changes in equity, and notes to financial statements;

48



PLYMOUTH ROCK TECHNOLOGIES INC.

(FORMERLY ALEXANDRA CAPITAL CORP.)

CONSOLIDATED FINANCIAL STATEMENTS

November 30, 20172019 and 20162018

(Expressed in Canadian Dollars)


Management’s Responsibility for Financial Reporting

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Alexandra Capital Corp.:

Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards and ensuring that all information in the annual report is consistent with the statements. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.

The Board of Directors is responsible for overseeing management in the performanceand Stockholders of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Audit Committee, which is comprised primarily of Directors who are neither management nor employees ofPlymouth Rock Technologies Inc. (formerly Alexandra Capital Corp. hasCorp)

Opinion on the responsibility of meeting with management and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Committee is also responsible for recommending the appointment of Alexandra Capital Corp.’s external auditors.

MNP LLP, an independent firm of Chartered Professional Accountants, is appointed by the shareholders to audit the financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, both the Audit Committee and management to discuss their audit findings.

“Vivian Katsuris”“Ioannis Tsitos”
PresidentDirector

- 2 -


Independent Auditors’ Report

To the Shareholders of Alexandra Capital Corp.:Consolidated Financial Statements

We have audited the accompanying financial statements of Alexandra Capital Corp., which comprise theconsolidated statements of financial position of Plymouth Rock Technologies Inc. (formerly Alexandra Capital Corp) (the Company) as atof November 30, 20172019 and 2016,2018, and the related consolidated statements of operationsloss and comprehensive loss, changes in shareholders' equity, and cash flows for each of the years in the three yearsyear period ended November 30, 2017, 20162019, and 2015, and a summary of significant accounting policies and other explanatory information.the related notes (collectively referred to as the consolidated financial statements).

Management’s Responsibility forIn our opinion, the Financial Statements

Management is responsible for the preparation and fair presentation of theseconsolidated financial statements present fairly, in accordanceall material respects, the consolidated financial position of the Company as of November 30, 2019 and 2018, and the results of its consolidated operations and its consolidated cash flows for each of the years in the three year period ended November 30, 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessaryBoard.

Material Uncertainty Related to enable the preparation ofGoing Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred a net loss of $4,366,807 during the year ended November 30, 2019 and, the Company had a history of losses and an accumulated deficit of $5,968,892 that raise significant doubt about its ability to continue as a going concern. Management's plans in regard to these matters are freealso described in Note 1. The consolidated financial statements do not include any adjustments that might result from material misstatement, whether due to fraud or error.the outcome of this uncertainty.

Auditors' ResponsibilityBasis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on thesethe Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (PCAOB).PCAOB. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 auditors’ judgment, including the assessment of the risks of material misstatement, of the financial statements, whether due to frauderror or error. In making those risk assessments, the auditor considersfraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control relevantover financial reporting. As part of our audits, we are required to the entity’s preparation and fair presentationobtain an understanding of theinternal control over financial statements in order to design audit procedures that are appropriate in the circumstances,reporting, but not for the purpose of expressing an opinion on the effectiveness of the entity’sCompany's internal control. An auditcontrol over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also includesincluded evaluating the appropriateness of accounting policiesprinciples used and the reasonableness of accountingsignificant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Alexandra Capital Corp. as at November 30, 2017 and 2016 and its financial performance and its cash flows for the three years ended November 30, 2017, 2016 and 2015, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter

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

Vancouver, British Columbia
March 12, 2018

 Chartered Professional Accountants




ALEXANDRA CAPITAL CORP.

Statements of Financial Position
(Expressed in Canadian dollars)

Chartered Professional Accountants

 

We have served as the Company's auditor since 2011.

Vancouver, Canada

March 31, 2020



PLYMOUTH ROCK TECHNOLOGIES INC.PLYMOUTH ROCK TECHNOLOGIES INC. 
(FORMERLY ALEXANDRA CAPITAL CORP.)(FORMERLY ALEXANDRA CAPITAL CORP.) 
Consolidated Statements of Financial PositionConsolidated Statements of Financial Position 
(Expressed in Canadian dollars)(Expressed in Canadian dollars) 
    November 30,  November 30,     
As at Note  2017  2016 Note November 30, 2019 November 30, 2018 
      
ASSETS             
    
Current assets             
Cash   $96,152 $ 10,276  $583,119 $2,743,694 
Subscription receivable 4  428,000  - 
Accounts receivable  1,488  - 
Sales tax receivable    6,573  1,167   12,310  10,986 
Prepaid expenses 7  40,375  - 3 105,539  49,891 
Due from related parties 7  18,750  - 7 25,070  7,400 
Short-term investments 2  -  90,000 
       
Total current assets    589,850  101,443   727,526  2,811,971 
       
Non-current assets                
Exploration and evaluation assets 3  171,012  165,012 
Equipment4 12,464  - 
Intangible assets5 & 13 -  1,240,781 
Goodwill5 & 13 -  253,975 
       
Total assets   $760,862 $ 266,455  $739,990 $4,306,727 
       
LIABILITIES                
       
Current liabilities                
Accounts payable and accrued liabilities   $51,171 $ 15,525 
Accounts payable6$217,023 $112,757 
Due to related parties7 10,035  3,000 
Loan payable8 -  51,184 
       
Total current liabilities    51,171  15,525   227,058  166,941 
       
Non-current liabilities       
Deferred tax liability16 -  245,813 
Total liabilities  227,058  412,754 
       
SHAREHOLDERS' EQUITY                
Share capital 4  1,218,766  633,109 10 5,676,498  5,311,034 
Shares to be issued14 22,811  - 
Contributed surplus 4  106,109  117,016   736,271  185,024 
Accumulated other comprehensive loss  46,244  - 
Deficit    (615,184) (499,195)  (5,968,892) (1,602,085)
       
Total shareholders' equity    709,691  250,930   512,932  3,893,973 
       
Total liabilities and shareholders' equity   $760,862 $ 266,455  $739,990 $4,306,727 

Going concern - Note 1


These consolidated financial statements are authorized for issuance by the Board of Directors on March 12, 2018.31, 2020. The accompanying notes are an integral part of these consolidated financial statements.

Approved on behalf of the Board:

“Vivian Katsuris”"Tim Crowhurst"

Tim Crowhurst, Director

“Ioannis Tsitos”"Angelos Kostopoulos"

President

Angelos Kostopoulos, Director



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)  
Consolidated Statements of Loss and Comprehensive Loss       
(Expressed in Canadian dollars)          
           
   Year End November 30  
 Note 2019  2018  2017 
Sales $28,257 $- $- 
Cost of sales  11,891  -  - 
Gross Profit  16,366  -  - 
           
OPERATING EXPENSES          
Accounting and audit fees7$80,415 $66,463 $19,920 
Business development  739,615  11,326  - 
Consulting fees  125,685  187,015  14,742 
Depreciation4 1,717  -  - 
General office expenses  68,602  46,466  2,979 
Impairment of intangible assets5 1,315,678  -  - 
Impairment of goodwill13 256,874  -  - 
Insurance  5,416  9,500  - 
Legal fees  103,535  166,124  43,691 
Management fees7 125,390  71,842  13,500 
Rent  77,186  30,000  2,500 
Development costs5 399,720  -  - 
Stock-based compensation7, 10 692,091  -  - 
Transfer agent and filing fees  111,709  71,076  19,027 
Wages, salaries and benefits7 513,729  21,843  - 
Total expenses  4,617,362  681,655  116,359 
           
OTHER INCOME (EXPENSES)          
Loss on disposition of exploration and evaluation assets  -  (156,012) - 
Acquisition costs13 -  (159,563) - 
Write-off of inventories  (22,800) -  - 
Interest income  14,226  8,630  370 
Interest expense  (394) (1,184) - 
Foreign exchange loss  (2,322) (8,441) - 
Net Loss Before Income Tax  (4,612,286) (998,225) (115,989)
           
Deferred tax recovery16 245,479  11,324  - 
Net Loss  (4,366,807) (986,901) (115,989)
           
OTHER COMPREHENSIVE INCOME (LOSS)          
Item subsequently to be reclassified as profit and loss          
Foreign currency translation  46,244  -  - 
           
Total Comprehensive Loss $(4,320,563)$(986,901)$(115,989)
           
Loss per Share, Basic and Diluted $(0.14)$(0.04)$(0.01)
           
Weighted Average Number of Common Shares Outstanding, Basic and Diluted  32,157,904  23,874,477  13,150,484 

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



ALEXANDRA CAPITAL CORP.
Statements of Net and Comprehensive Loss
(Expressed in Canadian dollars)

For the years ended November 30, Note  2017  2016  2015 
             
OPERATING EXPENSES            
             
   General office expenses   $2,979 $ 1,208 $ 1,096 
   Professional fees 7  91,853  53,328  67,361 
   Rent 9  2,500  -  900 
   Transfer agent and filing fees    19,027  54,451  22,278 
Total expenses    (116,359) (108,987) (91,635)
OTHER INCOME            
   Interest income    370  900  2,202 
NET AND COMPREHENSIVE LOSS FOR THE YEAR   $(115,989)$ (108,087)$ (89,433)
             
LOSS PER SHARE, Basic and Diluted   $(0.01)$ (0.01)$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, Basic and Diluted
13,171,39712,934,00012,934,000

- 5 -



ALEXANDRA CAPITAL CORP.
Statements of Cash Flows
(Expressed in Canadian dollars)

For the years ended November 30, 2017  2016  2015 
Cash Provided By (Used In)         
Operating Activities         
Net and comprehensive loss for the year$ (115,989)$ (108,087)$ (89,433)
Changes in non-cash working capital:         
  Sales tax receivable (5,406) (1,167) 9,214 
  Prepaid expenses (40,375) 2,600  3,700 
  Due from related parties -  -  250 
  Accounts payable and accrued liabilities 35,646  (18,362) (46,298)
Net cash used in operating activities (126,124) (125,016) (122,567)
Investing Activities         
  Deferred exploration costs -  -  (10,000)
  Short-term investments 90,000  125,106  89,894 
Net cash provided by investing activities 90,000  125,106  79,894 
Financing Activities         
  Common shares issued for cash, net of share issuance costs and subscription receivable 122,000  -  - 
Net cash provided by financing activities 122,000  -  - 
Increase in cash 85,876  90  (42,673)
Cash, beginning of the year 10,276  10,186  52,859 
Cash, end of the year$ 96,152 $ 10,276 $ 10,186 

- 6 -



ALEXANDRA CAPITAL CORP.
Statements of Changes in Equity
(Expressed in Canadian dollars)

  Share capital          
  Number of     Contributed       
  shares  Amount  Surplus  Deficit  Total 
Balance, November 30, 2014 12,934,000 $ 633,109 $ 117,016 $ (301,675)$ 448,450 
Net and comprehensive loss for the year -  -  -  (89,433) (89,433)
Balance, November 30, 2015 12,934,000  633,109  117,016  (391,108) 359,017 
Net and comprehensive loss for the year -  -  -  (108,087) (108,087)
Balance, November 30, 2016 12,934,000  633,109  117,016  (499,195) 250,930 
Net and comprehensive loss for the year -  -  -  (115,989) (115,989)
Shares issued for private placements (Note 4) 5,500,000  550,000  -  -  550,000 
Share issuance costs (Note 4) 490,500  -  -  -  - 
Shares issued for exploration and evaluation assets (Note 3) 300,000  6,000  -  -  6,000 
Shares issued for options exercised (Note 4) 125,000  29,657  (10,907) -  18,750 
Balance, November 30, 2017 19,349,500 $ 1,218,766 $ 106,109 $ (615,184)$ 709,691 
PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) 
Consolidated Statements of Changes in Shareholders' Equity 
(Expressed in Canadian dollars) 
                      
  Share capital (Note 10)                
  Number of
shares 
  Amount  Shares to be issued 
(Note 14)
  Contributed Surplus  Deficit  Accumulated other comprehensive losses  Total 
Balance, November 30, 2016 12,934,000 $633,109 $- $117,016 $(499,195)$- $250,930 
                      
Net loss for the year -  -  -  -  (115,989) -  (115,989)
Shares issued for private placements 5,500,000  550,000  -  -  -  -  550,000 
Share issuance costs 490,500  -  -  -  -  -  - 
Shares issued for exploration and evaluation assets 300,000  6,000  -  -  -  -  6,000 
Shares issued for options exercised 125,000  29,657  -  (10,907) -  -  18,750 
                      
Balance, November 30, 2017 19,349,500 $1,218,766 $- $106,109 $(615,184)$- $709,691 
                      
Net loss for the year -  -  -  -  (986,901) -  (986,901)
Shares issued for warrants exercised 2,045,000  204,500  -  -  -  -  204,500 
Private placements 6,510,550  2,604,220  -  -  -  -  2,604,220 
Shares issued for acquisition 3,000,000  1,240,200  -  -  -  -  1,240,200 
Shares issued for options exercised 625,000  87,500  -  -  -  -  87,500 
Share issuance costs -  (253,794) -  128,995  -  -  (124,799)
Finder's fee - acquisition 231,250  159,562  -  -  -  -  159,562 
Fair value of options exercised -  50,080  -  (50,080) -  -  - 
                      
Balance, November 30, 2018 31,761,300 $5,311,034 $- $185,024 $(1,602,085)$- $3,893,973 
                      
Net loss for the year - $- $- $- $(4,366,807)$- $(4,366,807)
Foreign currency translation income -  -  -  -  -  46,244  46,244 
Shares issued for warrants exercised 910,300  187,120  -  -  -  -  187,120 
Shares issued for options exercised 125,000  37,500  -  -  -  -  37,500 
Stock-based compensation -  -  -  692,091  -  -  692,091 
Fair value of agent warrants exercised -  127,254  -  (127,254) -  -  - 
Fair value of options exercised -  13,590  -  (13,590) -  -  - 
Shares to be issued -  -  22,811  -  -  -  22,811 
                      
Balance, November 30, 2019 32,796,600 $5,676,498 $22,811 $736,271 $(5,968,892)$46,244 $512,932 

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



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) 
Consolidated Statements of Cash Flows 
(Expressed in Canadian dollars) 
  Year Ended November 30 
  2019  2018  2017 
          
Cash Provided By (Used In)         
          
Operating Activities         
          
Net loss for the year$(4,366,807)$(986,901)$(115,989)
          
Items not affecting cash:         
  Acquisition costs -  159,563  - 
  Stock-based compensation 692,091  -  - 
  Foreign exchange loss -  3,743  - 
  Impairment of intangible assets 1,286,094  -  - 
  Impairment of goodwill 256,876  -  - 
  Loss on disposition of exploration and evaluation assets -  156,012  - 
  Depreciation expense 1,717  -  - 
  Interest expense 394  1,184  - 
Write-off of inventories 22,800  -  - 
  Deferred income tax recovery (245,479) (11,324) - 
          
Changes in non-cash working capital:         
Accounts receivable (1,488) -  - 
Sales tax receivable (1,324) (4,413) (5,406)
Prepaid expenses (55,627) (6,890) (40,375)
Due from related parties (20,673) 11,350  - 
Due to related parties 9,792  3,000  - 
Accounts payable and accrued liabilities 104,272  10,911  35,646 
Net cash used in operating activities (2,317,362) (663,765) (126,124)
          
Investing Activities         
          
Purchase of equipment (14,175) -  - 
Exploration and evaluation assets -  15,000  - 
Acquisition of business -  47,467  - 
Short-term investments -  -  90,000 
Net cash provided by (used in) investing activities (14,175) 62,467  90,000 
          
Financing Activities         
          
Common shares issued for cash, options and warrants exercised, net of share issuance costs, and subscription receivable 224,619  3,198,840  122,000 
   Loan payable (52,256) 50,000  - 
Net cash provided by financing activities 172,363  3,248,840  122,000 
          
Increase (decrease) in cash (2,159,174) 2,647,542  85,876 
          
Effect of foreign exchange rate changes on cash (1,401) -  - 
Cash, beginning of the year 2,743,694  96,152  10,276 
          
Cash, end of the year$583,119 $2,743,694 $96,152 

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


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)


1.

NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Alexandra Capital Corp.1.  NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Plymouth Rock Technologies Inc. (the “Company”"Company") was incorporated under the Business Corporations Act of British Columbia on October 17, 2011.  The head office, principal address and registered and records office of the Company are located at 300 - 2015 Burrard Street, Vancouver, B.C., V6J 3H4.

On August 13, 2014, the Company commenced trading on the TSX Venture Exchange as a Tier 2 Mining Issuer.The Company’s principal business activity is the exploration of mineral resources on the Southern Belle or “SB” Property.

On March 7,10, 2016, the Company announced that it has received final approval to list its common shares on the Canadian Securities Exchange (the “CSE”) and has voluntarily delisted its common shares from the TSX Venture Exchange (the “TSXV”). The Company’sCompany's common shares commenced trading on the CSE at market open on March 10, 2016 and were delisted fromCSE. On January 8, 2019, the TSXV effective March 9, 2016. The Company’s trading symbol “AXC” remains the same. The Company’sCompany's common shares are alsocommenced trading on Over-The-Counter Bulletin Board (the “OTCBB”the Frankfurt Stock Exchange in Germany under the Symbol: 4XA, WKN# - A2N8RH. Effective August 27, 2019, the Company's common shares commenced trading on the OTC Markets Group ("OTCQB") withunder the symbol “AXDRF”.

Letter of Intentsymbol: PLRTF.

On December 1, 2017,October 31, 2018, the Company entered into a further non-binding lettercompleted the acquisition of intent (“LOI”), which supersedes and replaces the previous letter of intent announced on November 10, 2017, with WMC ApS (“WMC”Plymouth Rock Technologies Inc. ("Plymouth Rock USA"), a private Danish company basedDelaware corporation that is developing a system using microwave radar techniques for threat detection screening in Copenhagen which brokersWi-Fi enabled zones in buildings and develops payment processes in crypto currency transactions (the “Technology”).places, like airports, shopping malls, schools and sports venues. The Company previously entered into a non-binding letter of intentchanged its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new trading symbol "PRT" on November 10, 2017 with WMC1, 2018. With the acquisition, the Company's principal business activity through its subsidiary, Plymouth Rock USA, was changed to focus on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company focuses on detection methods without the need for a checkpoint or the compliance of the suspect who is being screened. The Company's planned technologies encompass the very latest radar technologies for quickly detecting, locating and identifying the presence of threats.

Going Concern

The Company incurred a net loss of $4,366,807 (November 30, 2018 - $986,901) for the grant by WMC toyear ended November 30, 2019. As at November 30, 2019, the Company had a history of losses and an exclusive license to use, market, sub-license, sell and distribute the Technology in Canada and the United Statesaccumulated deficit of America.$5,968,892 (November 30, 2018 - $1,602,085).

Pursuant to the new LOI, the Company, WMC and its shareholders will enter into a definitive agreement (the “Definitive Agreement”) whereby the Company will acquire all of the issued and outstanding common shares of WMC in consideration for the issuance by the Company of 26,000,000 common sharesThe ability of the Company to continue as a going concern is dependent on achieving profitable operations, commercializing its technologies, and obtaining the necessary financing in order to develop these technologies further. The outcome of these matters cannot be predicted at closing.this time. The Company will issue ancontinue to review the prospects of raising additional 15,000,000 common shares ondebt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the 13th month after closingrealization of its assets and discharge of its liabilities. While the acquisition, provided that WMC achieves an average of $5,000,000 in gross monthly transaction volume over the preceding 12 months. All common shares issued as consideration for the WMC shares will be subject to CSE escrow requirements and a statutory four months hold period.

Closing of the proposed transaction is subject to a number of conditions being satisfied or waived at or before closing, including the following:

Execution of a mutually acceptable Definitive Agreement;
Satisfactory completion of due diligence by each of the parties;
No material adverse change with respect to WMC or its business having occurred;
Completion of further financing for gross proceeds of at least $3,000,000; and
Receipt of all required regulatory and Canadian Securities Exchange approvals.

The Company is currently inexpending its best efforts to achieve the process of renegotiating the terms of the LOI as of the date of the audit report.

- 8 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

1.

NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN (continued)

Going Concern

The Company emphasizesabove plans, there is no assurance that attention should be drawn to matters and conditionsany such activity will generate sufficient funds for future operations. These factors indicate that indicate the existence of a material uncertainty exists that may castcasts significant doubt abouton the Company's ability to continue as a going concern.

The Company is not expected to be profitable during the ensuing twelve months and therefore must rely on securing additional funds from either issuance of debt or equity financing for cash consideration. During 2019, the Company received net cash proceeds of $171,554 (2018 - $3,248,840) pursuant to financing activities. Management has been successful in raising capital through periodic private placements of the Company's common shares in the past, however there is no certainty that financing will be available in the future of that management's planned actions to address this situation will be successful.

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards applicable to a going concern,("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future rather than through a process of forced liquidation. TheThese consolidated financial statements do not include any adjustments relating to the recoverability and classification of capitalized costs on the Southern Belle property is uncertainrecorded asset amounts and dependent upon projects achieving commercial production or sale. The abilityclassification of liabilities that might be necessary should the Company be unable to carry out its business objectives are dependent on the Company’s ability to receive continued financial support from related parties, to obtain public equity financing, or to generate profitable operationscontinue in the future.existence. Such adjustments could be material.

   November 30, 2017  November 30, 2016 
 Working capital$ 538,679 $ 85,918 
 Deficit$ (615,184)$ (499,195)


2.

PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

These financial statementsFinancial Statements are authorized for issue by the Board of Directors on March 12, 2018.31, 2020.

These financial statementsFinancial Statements have been prepared on the historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVTPL”) and available-for-sale which are stated at their fair value.basis. In addition, these financial statementsFinancial Statements have been prepared using the accrual basis of accounting, except cash flow information. accounting. 

These financial statementsFinancial Statements are presented in Canadian dollars, which is the Company’sCompany's functional currency.  The functional currency of Plymouth Rock USA is U.S.Dollars. The assets and liabilities of Plymouth Rock USA are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at average exchange rates for the period. Exchange differences arising on the translation are recognized in other comprehensive income.

Significant accounting judgments, estimates and assumptions

The preparation of these financial statementsFinancial Statements in conformity ofwith IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statementsFinancial Statements and reported amounts of income and expenses during the period. Actual results could differ from these estimates.

Significant estimates are used in preparing the financial statementsFinancial Statements include, but are not limited to:to the following:

(i)Impairment of long lived assets

(i) Deferred taxes

The Company has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverabilitycalculation of the amounts shown for mineral properties and exploration costsdeferred tax is dependent upon the existence of economically recoverable ore reserves,based on the ability of the Company to obtain necessary financinggenerate future taxable income, the estimation of which is subject to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposal of properties.

- 9 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting judgments, estimates and assumptions (continued)

Determiningsignificant uncertainty as to the amount and timing. The calculatin of impairment of long lived assets requires an estimation of the recoverable amount,deferred tax is also based on assumptions, which is defined as the higher of fair value less the cost of disposal or value in use. Many of factors used in assessing recoverable amounts are outside of the control of management and it is reasonably likely that assumptions and estimates will change from period to period. These changes may result in future impairments in the Company’ long term assets such as property, plant and equipment and exploration and evaluation assets.

(ii)

Current and deferred taxes

Accounting for income taxes is a complex process requiring management to interpret frequently changing laws and regulations and make judgments relating to the application of tax law, the estimated timing of temporary difference reversals, and the estimated realization of tax assets. All tax filings are subject to subsequent government auditsuncertainty as to timing and potential reassessment. These interpretations, judgmentswhich tax rates are expected to apply when temporary differences reverse. Deferred tax recorded is also subject to uncertainty regarding the magnitude on non-capital losses available for carry forward and changes related to them impact current and deferredof the balances in various tax provisions, deferred incomepools as the corporate tax assets and liabilities and resultsreturn have not been prepared as of operations.the date of financial statement preparation.

(iii)

(ii) Share-based payments

The fair value of stock options and finders' warrants issued are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected lift, volatility of share prices, risk-free rate and dividend yield, changes in subjective input assumptions can materially affect the fair value estimate.

(iii) Fair values of identifiable assets acquired and liabilities assumed

The estimates of fair values of the identifiable assets acquired and liabilities assumed in a business combination require management to make estimates about the price that could be received to sell the assets acquired or discharge the liabilities assumed. Management uses an appropriate methodology (e.g. market, income or cost approach) to estimate the fair values of identifiable intangible assets acquired.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting judgments, estimates and assumptions (continued)

(iv) Impairment of non financial assets

Impairment exists when the carrying value of an asset or cash generating unit ("CGU") exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.

At November 30, 2019, the intangible assets acquired and the goodwill generated from the business acquisition determined to be impaired, therefore an impairment loss of $1,572,552 was charged for the 2019 year. Management was unable to project cash flows that can be generated from the CGUs, and consequently a full impairment loss has been recognized.

Significant judgments used in the preparation of these financial statementsFinancial Statements include, but are not limited to:to the following:

(i)

(i) Going concern

Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its financial statementsFinancial Statements for the year ended November 30, 2017.2019. Management prepares the financial statementsFinancial Statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes 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.

(ii) Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - 10Business Combinations. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition disclosed in Note 13 met the criteria for accounting as a business combination.

(iii) Intangible assets

Intangible assets can be capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. To determine if the future economic benefit is probable depends on the successful commercialization of its technologies and that in turn depends on the management's judgement and knowledge. As at November 30, 2019, the development costs are not capitalized as management was unable to demonstrate the future economic benefits to be generated from the utilization of the associated expenditures.



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)

 (ii)

Exploration and evaluation expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditures capitalized requires judgment in determining which expenditures are recognized as exploration and evaluation assets and applying the policy consistently. In making this determination, the Company considers the degree to which the expenditure can be economically recoverable.

(iii)

Decommissioning obligations

The provision for decommissioning obligations is based on numerous assumptions and judgements including the ultimate settlement amounts, inflation factors, risk free discount rates, timing of settlement and changes in the applicable legal and regulatory environments. To the extent future revisions to these assumptions impact the measurement of the existing decommissioning obligation, a corresponding adjustment is made to the property, plant and equipment balance.

- 11 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

2.

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash

Cash consists of amounts held in banks and cashable highly liquid investments with limited interest and credit risk.

Short-term investmentsConsolidation

Short-term investmentsThe Financial Statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances, transactions and any unrealized gains and losses arising from intercompany transactions, have been eliminated. The Company's subsidiary is as follows:

Entity

Country of Incorporation

Effective Economic Interest

Plymouth Rock Technologies Inc.

("Plymouth Rock USA")

USA

100%

Plymouth Rock USA was incorporated under the General Corporation Law of the State of Delaware on March 22, 2018.

Intangible assets

Intangible assets that are investments which are transitional or currentreflected in nature with an original maturity greater than three months and less than twelve months. As at November 30, 2017, short-term investmentsthe consolidated statements of financial position consist of $Nil (November 30, 2016 - $90,000)assets acquired through business combinations. Intangible assets acquired in Guaranteed Investment Certificates (“GICs”).

Exploration and evaluation expenditures

The Company is in the exploration stage with respect to its investment in mineral interests. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures (“E&E”)business combination are recognized separately from goodwill and capitalized, in additionare initially recognized at their fair value at the acquisition date (which is regarded as their cost). An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the acquisition costs. These direct expenditures include suchperiod over which the asset is expected to generate net cash inflows. Accordingly, the Company does not amortize these intangible assets, but reviews them for impairment, annually or more frequently if events or changes in circumstances indicate that the assets might be impaired.

Development costs as materials used, surveying costs, drilling costs, payments madefor internally-generated intangible assets are capitalized when all of the following conditions are met:

  • technical feasibility can be demonstrated;
  • management has the intention to contractorscomplete the intangible asset and depreciation on plantuse it;
  • management can demonstrate the ability to use the intangible asset;
  • it is probable that the intangible asset will generate future economic benefits;
  • the Company can demonstrate the availability of adequate technical, financial and equipment duringother resources to complete the exploration phase. Costs not directlydevelopment and to use the intangible asset; and
  • costs attributable to explorationthe asset can be measured reliably.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditures are charged to the consolidated statements of loss and evaluation activities, including general administrative overhead costs, are expensedcomprehensive loss in the period in which they occur. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable resources. The aggregate costs related to abandoned exploration and evaluation assets are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.incurred.

The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable resources, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition. The Company recognizes as income, any costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.

Decommissioning, restoration and similar liabilities (“Asset retirement obligation”)

The Company recognizes liabilities for statutory, contractual or legal obligations associated with the reclamation of exploration and evaluation assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The Company records the present value of the estimated costs of legal and constructive obligations required to restore the exploration sites in the period in which the obligation is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

As at November 30, 2017, the Company has no asset retirement obligations and accordingly, has not recorded an asset retirement obligation in the financial statements.



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)


2.

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred financing costs

CostsEquipment

Recognition and measurement

On initial recognition, equipment is valued at cost, being the purchase price and directly identifiableattributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing the items. The corresponding liability is recognized within provisions.

Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses.

When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Gains and losses

Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the raisingcarrying amount and are recognized net within other income in profit or loss.

Depreciation

Half of capital will be charged against the normal depreciation is taken in the year of acquisition for equipment with declining balance method.  The depreciation rates applicable to each category of property and equipment are as follows:

Computer equipment55% declining balance
Furniture20% declining balance

Business combinations

Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition, of assets transferred, liabilities  incurred or assumed, and equity instruments issued by the Company. The acquiree's identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date. Acquisition related capital stock. Costscosts are recognized in profit or loss as incurred. The excess of the consideration over the fair value of the net identifiable assets and liabilities acquired is recorded as goodwill. Any gain on a bargain purchase is recorded in profit or loss immediately. Transaction costs are expensed as incurred, except if related to shares not yet issued are recorded as deferred financing costs. These costs will be deferred untilthe issue of debt or equity securities. Any goodwill that arises is tested annually for impairment.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Share capital

The Company records proceeds from the issuance of its common shares as equity. Proceeds received on the issuance of units, consisting of common shares and warrants are allocated between the common share and warrant component.  The Company has adopted a residual value method with respect to which the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in the private placement was determined to be the more easily measurable component and were valued at their fair value, as determined by the closing quoted price on the issuance date. The remaining proceeds, if any, are allocated to the attached warrants.  Any fair value attributed to the warrants is recorded as warrant reserve. Management does not expect to record a value to the warrant in most equity issuances as unit private placements are commonly priced at market or at a permitted discount to market. If the warrants are issued as share issuance costs, relate, at which time the costs will be charged againstfair value of agent's warrants are measured using the Black-Scholes option pricing model and recognized in equity as a deduction from the proceeds.

If the warrants are exercised, the related capital stock or chargedamount is reclassified as share capital. If the warrants expire unexercised, the related amount remains in warrant reserve.

Incremental costs directly attributable to operations if the issue of new common shares are notshown in equity as a deduction, net of tax, from the proceeds.  Common shares issued for consideration other than cash are valued based on their market value at the date that shares are issued.

Share-based payment

The Company recognizes share-based payment expense for the estimated fair value of equity-based instruments granted to both employees and non-employees. Compensation expense is recognized when the options are granted with the same amount being recorded as contributed surplus. The expense is determined using an option pricing model that takes into account the exercise price, the term of the option, the current share price, the expected volatility of the underlying shares, the expected dividend yield, and the risk-free interest rate for the term of the option. If the options are exercised, contributed surplus will be reduced by the applicable amount. Share-based payment calculations have no effect in the Company’sCompany's cash position.

Share purchase warrants

The Company bifurcates units consisting of common shares and share purchase warrants using the residual value approach whereby it first measures the common share component of the unit at fair value using market prices as input values and then allocates any residual amount to the warrant component of the unit. The residual value of the warrant component is credited to reserves. When warrants are exercised, the corresponding residual value is transferred from reserves to share capital. If the warrants are issued as share issuance costs, the fair value of agent's warrants are measured using the Black-Scholes option pricing model and recognized in equity as a deduction from the proceeds.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings / loss per share

Basic earnings (loss) per share are calculated using the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share are calculated using the treasury stock method.  This method assumes that common shares are issued for the exercise of options, warrants and convertible securities and that the assumed proceeds from the exercise of options, warrants and convertible securities are used to purchase common shares at the average market price during the period.  The difference between the number of shares assumed issued and the number of shares assumed purchased is then added to the basic weighted average number of shares outstanding to determine the fully diluted  number of common shares outstanding.  No exercise or conversion is assumed during the periods in which a net loss is incurred as the effect is anti-dilutive.

Financial instruments

Financial assets and liabilities are recognized

The Company recognizes financial assets when the Companyit becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to thecash flows from the financial assets expire, or when the financial assets and their related risks and rewardsare transferred. Financial liabilities are derecognized when they expire, are discharged or cancelled. Financial instruments are classified into five categories:

-Loans and receivables
-Held-to-maturity investments
-Available-for-sale
-Financial assets at fair value through profit and loss (“FVTPL”)
-Financial liabilities at amortized cost

- 13 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

All financial instruments except the FVTPL and derivatives are measured initially at their fair value plus, transaction costs. Financialin the case of financial assets at FVTPL and derivatives are recognized initiallynot subsequently measured at fair value whilethrough profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the transaction costsacquisition of financial assets subsequently measured at fair value through profit or loss are expensed in the statements of netprofit or loss when incurred.

Subsequent to initial recognition, all financial assets are classified and comprehensive loss. The classification determines how the asset is subsequently measured and whetherat amortized cost. Interest income is calculated using the resultingeffective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash, accounts receivable and due from related parties.

The Company reclassifies debt instruments only when its business model for managing those financial assets has changed. Reclassifications are applied prospectively from the reclassification date and any previously recognized gains, losses or interest are not restated.

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Company applies the simplified approach for accounts receivable that do not contain a significant financing component. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets' contractual lifetime.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial liabilities

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in other comprehensiveprofit or loss.

AfterSubsequent to initial recognition, loans and receivables and held-to-maturity investmentsall financial liabilities are measured at amortized cost using the effective interest rate method. Any changesInterest, gains and losses relating to the carrying amounts of the held-to-maturity investments including impairment chargesa financial liability are recognized in profit andor loss. Available-for-sale financial assets are measured at fair value with gains and losses recognized in other comprehensive income. Financial assets at FVTPL include financial assets that are classified either as held-for-trading or those are designated at FVTPL upon initial recognition. Gains or losses in these financial assets are recorded in profit and loss.

Financial liabilities are measured subsequently at amortized cost except for those held-for-trading which are carried subsequently at fair value with gains or losses recorded in profitcomprised of accounts payable, due to related parties, and loss.loan payable.

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

Interest

Interest income and expense are recognized in profit or loss using the effective interest method.

The 'effective interest rate' is the rate that exactly discounts estimated future cash and short-term investment as FVTPLpayments over the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortized cost of the financial liability. The effective interest rate is calculated considering all contractual terms of the financial instruments, except for the expected credit losses of financial assets.

The 'amortized cost' of a financial asset or financial liability is the amount at which the instrument is measured at fair value. Other receivables are classified as loanson initial recognition minus principal repayments, plus or minus any cumulative amortization using the effective interest method of any difference between the initial amount and receivablesmaturity amount and measured atadjusted for any expected credit loss allowance. The 'gross carrying amount' of a financial asset is the amortized cost. Accounts payablecost of a financial asset before adjusting for any expected credit losses.

Interest income and accruedexpense is calculated by applying the effective interest rate to the gross carrying amount of the financial asset (when the asset is not credit-impaired) or the amortized cost of the financial liability.

Where a financial asset has become credit-impaired subsequent to initial recognition, interest income is calculated in subsequent periods by applying the effective interest method to the amortized cost of the financial asset. If the asset subsequently ceases to be credit-impaired, calculation of interest income reverts to the gross basis.

Offsetting

Financial assets and financial liabilities are classifiedoffset, with the net amount presented in the statement of financial position, when, and only when, the Company has a current and legally enforceable right to set off the recognized amounts and intends either to settle on a net basis or realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or when arising from a group of similar transactions if the resulting income and expenses are not material.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill

Goodwill is initially measured as the excess of the aggregate of the consideration transferred over the fair value of net identifiable assets acquired and liabilities assumed. Separately recognized goodwill is tested for impairment on an annual basis or when there is an indication of impairment. Impairment losses on goodwill are not reversed.

Revenue recognition

Revenue is recognized by applying the five-step model under IFRS 15. The Company recognizes revenue when, or as the goods or services are transferred to the control of the customer and performance obligations are satisfied. The Company's revenue is comprised of sales of its radar systems, radar components and engineering design and development services. The Company's revenue is recognized when control of the goods has been transferred, being when the goods are delivered to customers and when all performance obligations have been fulfilled. The amounts recognized as revenue represent the fair values of the considerations received or receivable from third parties on the sales of goods to customers, net of goods and services taxes and less returns, and discounts, at which time there are no conditions for the payment to become due other financial liabilities which are measured at amortized cost.than the passage of time. For its engineering design and development services, revenue is recognized when the service has been rendered.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to equity items, recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting profit (loss) nor taxable profit (loss); and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheetfinancial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

- 14 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject to common control and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Change in accounting policies

IFRS 9 Financial instruments

IFRS 9, Financial Instruments ("IFRS 9") sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets of held to maturity, loans and receivables and available for sale.

The following table presents the initial IAS 39 classification and the new IFRS 9 classification for all financial instruments held by the Company as at December 1, 2018.

 

Original under IAS 39

New under IFRS 9

  

Financial assets and liabilities

  

Classification

Carrying

Amount

$

  

Classification

Carrying

Amount

$

Cash

FVTPL

2,743,694

Amortized cost

2,743,694

Due from related parties

Loans and receivables

7,400

Amortized cost

7,400

Accounts payable

Other financial liabilities

112,757

Amortized cost

112,757

Due to related parties

Other financial liabilities

3,000

Amortized cost

3,000

Loan payable

Other financial liabilities

51,184

Amortized cost

51,184

The adoption of this standard did not have any material impact to the Company's Financial Statements. The Company's policies and procedures surrounding the identification of credit risk and the recognition of credit losses comply with the requirements of this standard.

IFRS 15 Revenue from contracts with customers

IFRS 15, Revenue from Contracts with Customers ("IFRS 15") was issued to replace IAS 18 Revenue and IAS 11 Construction Contracts and related interpretations such as IFRIC 13 Customer Loyalty Programs. IFRS 15 introduces a single contract-based five-step model that applies to contracts with customers and two approaches for the recognition of revenue: at a point in time or over time. The five steps are: identify the contract(s) with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price, and recognize revenue when the performance obligation is satisfied. Revenue is recognized when a customer obtains control of a good or service and has the ability to direct the use and obtain the benefits from the good or service.

The Company has adopted IFRS 15 on the required effective date of December 1, 2018. The adoption of this standard did not have any impact on the Company's financial position as at December 1, 2018 or results of operations for the years ended November 30, 2019 and 2018.

Accounting standards, amendments and interpretations not yet effective

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the IFRIC during the year but are not yet effective. None of these are expected to have a significant effect on the financial statements. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting standards, amendments and Measurement. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. IFRS 9 is applicable to annual reporting periods beginning on or after January 1, 2018.interpretations not yet effective (continued)

IFRS 16, Leases - IFRS 16 is a new standard that sets out the principles for recognition, measurement, presentation, and disclosure of leases including guidance for both parties to a contract, the lessee and the lessor.  The new standard eliminates the classification of leases as either operating or finance leases as is required by IAS 17 and instead introduces a single lessee accounting model.  IFRS 1516 is applicable to annual reporting periods beginning on or after January 1, 2019.

IFRS 2, Share-Based PaymentIAS 1 - – On June 20, 2016,Presentation of Financial Statements ("IAS 1") and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") were amended in October 2018 to refine the IASB issued amendmentsdefinition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to IFRS 2, clarifying how to account for certain typesinfluence decisions that the primary users of share-based payment transactions.general-purpose financial statements make on the basis of those financial statements. The amendments applyare effective for annual reporting periods beginning on or after January 1, 2018. As a practical simplification,2020. Earlier adoption is permitted. The Company is currently evaluating the amendments can be applied prospectively, retrospectively, or early application is permitted if information is available without the usepotential impact of hindsight. Thethese amendments provide requirements on the Company's consolidated financial statements.

IFRIC 23 - Uncertainty over Income Tax Treatments - clarifies the accounting for:for uncertainties in income taxes.  This Interpretation clarifies how to apply the recognition and measurement requirements in IAS 12 Income Taxes when there is uncertainty over income tax treatments. In such a circumstance, an entity shall recognise and measure its current or deferred tax asset or liability applying the requirements in IAS 12 based on taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined applying this Interpretation.

-The effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments;
-Share-based payment transactions with a net settlement feature for withholding tax obligations; and
-A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled.

The Company does not expect that the new and amended standards will have a significant impact on its financial statements.Financial Statements.

3.  PREPAID EXPENSES

As at November 30, 2019 and 2018, the Company's prepaid expenses relate to the following:

  November 30, 2019  November 30, 2018 
       
Advertising and Promotions$38,146 $15,000 
Rent 17,043  16,765 
Others 50,350  18,126 
 $105,539 $49,891 

Others include $39,867 (November 30, 2018 - $Nil) prepayment to related parties (Note 7).



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)

4.  EQUIPMENT

  Computer  Furniture  Total 
  $  $  $ 
Cost:         
Balance at November 30, 2018 -  -  - 
Additions 1,720  12,453  14,173 
Foreign currency translation adjustment 6  2  8 
Balance at November 30, 2019 1,726  12,455  14,181 
          
Accumulated Depreciation:         
Balance at November 30, 2018 -  -  - 
Depreciation 474  1,245  1,719 
Foreign currency translation adjustment (1) (1) (2)
Balance at November 30, 2019 473  1,244  1,717 
          
Net Book Value:         
At November 30, 2018 -  -  - 
At November 30, 2019 1,253  11,211  12,464 

5.  INTANGIBLE ASSETS AND GOODWILL

The Company's intangible assets are composed of the assets acquired from the business acquisition of Plymouth Rock USA (Note 13). The Company is in the process of developing and commercializing the following intangible assets: (1) A Millimeter Remote Imaging from Airborne Drone ("Drone X1 System"); (2) A compact microwave radar system for scanning shoe's ("Shoe-Scanner"); and (3) Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, such as airports, shopping malls, schools and sports venues ("Wi-Ti"). These assets can remotely detect, locate and identify the presence of threats.

  Drone X1 System  Shoe-Scanner  Wi-Ti  Total 
  $  $  $  $ 
Cost:            
Balance at November 30, 2017 -  -  -  - 
Additions 868,547  -  372,234  1,240,781 
Balance at November 30, 2018 868,547  -  372,234  1,240,781 
             
Additions -  30,000  -  30,000 
Impairment (900,260) (29,592) (385,826) (1,315,678)
Foreign currency translation adjustment 31,713  (408) 13,592  44,897 
Balance at November 30, 2019 -  -  -  - 


3.

EXPLORATION AND EVALUATION ASSETSPLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

Southern Belle (“SB”) Property, British Columbia5.  INTANGIBLE ASSETS AND GOODWILL (continued)

On February 17, 2014,For impairment testing purpose, the Company entered intoidentified that each intangible asset is a separate cash-generating unit ("CGU'). Management was unable to project cash flows that can be generated from each of the CGUs, and consequently a full impairment loss has been recognized. As of November 30, 2019, the intangible assets acquired from the business acquisition were determined to be fully impaired, and an Option Agreement with Qualitas Holdings Corp. wherebyimpairment loss of $1,315,678 was charged for the Corporation acquired an option to earn an undivided 100% interest in and2019 year.

For the purpose of impairment testing, goodwill has been allocated to the eight (8) mineral claims comprisingCGUs, and the Southern Bell ("SB”) Property, located approximately 25 kilometers west of Merritt, British Columbia totaling 3,517 hectares. The Option Agreemententire goodwill balance has been impaired as management was amended on May 2, 2014unable to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as optionorproject cash flows that can be generated from each of the claims.

On August 26, 2015, the Company and Eastland Management amended the Option Agreement so that on the first anniversary of TSXV approval (August 11, 2015) the Company must arrange for payment of $10,000 to Eastland Management in lieu of the original obligation to issue 200,000 common shares. All other aspects of the Option Agreement remain unchanged.CGUs.

During the year ended November 30, 2017,2019, the development costs of $399,720 are expensed as management was unable to demonstrate the future economic benefits to be generated from the utilization of the assets.

6. ACCOUNTS PAYABLE

 As at November 30, 2019 and 2018, the Company's accounts payable relate to the following:

  November 30, 2019  November 30, 2018 
       
Professional fees$80,216 $32,000 
Funds to be returned to investors 38,646  38,646 
Advertising costs 8,556  3,436 
Development costs 42,430  13,301 
Others 47,174  25,374 
 $217,023 $112,757 

7.  RELATED PARTY TRANSACTIONS

The amounts due to and from related parties are due to the directors and officers of the Company. The balances are unsecured, non-interest bearing and due on demand. These transactions are in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

As at November 30, 2019, $10,035 (November 30, 2018 - $3,000) was due to directors and officers of the Company:

  November 30, 2019  November 30, 2018 
Company controlled by CFO$5,000 $3,000 
CEO of the Company 5,035 $- 
 $10,035 $3,000 

As at November 30, 2019, $25,070 (November 30, 2018 - $7,400) was due from directors and officers of the Company:

  November 30, 2019  November 30, 2018 
Company controlled by Corporate Secretary$5,250 $5,613 
CEO of the Company -  1,787 
Director 19,820  - 
 $25,070 $7,400 


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

7.  RELATED PARTY TRANSACTIONS (continued)

As at November 30, 2019, $26,578 (November 30, 2018 - $Nil) prepayment was made to the CEO of the Company issued 300,000 common shares valued at $6,000and $13,289 to the SVP for the acquisition of exploration and evaluation assets. The Company fulfilled its obligation to earn the 100% interest in the Southern Belle Property with the share issuance.Engineering Operations (November 30, 2018 - $Nil) (Note 3).

In order to maintain the Option in good standing and earn a 100% interest in the SB Property, the Company is required to incur exploration expenditures totaling $100,000 on or before August 11, 2015 (completed) and make the following payments and share issuances:

   Cash  Shares 
        
 Upon receipt of Technical Report from Eastland (paid)$ 10,000  - 
 Upon exchange acceptance of the Agreement (paid and issued) 15,000  200,000 
 On or before August 11, 2015 (paid) 10,000  - 
 On or before August 11, 2016 (issued) -  300,000 
  $ 35,000  500,000 

Expenditures

Expenditures forDuring the years ended November 30, 2019, 2018 and 2017, the Company entered into the following transactions with related parties:

  November 30, 2019  November 30, 2018  November 30, 2017 
Management fees$123,000 $71,842 $13,500 
Accounting fees 24,490  20,748  - 
Share-based payments 260,145  -  - 
Salaries and benefits to CEO 318,790  13,200  - 
 $726,425 $105,790 $13,500 

During the year ended November 30, 2019, the Company granted 1,350,000 options to the CEO, CFO, the Corporate Secretary, and 2016 arethe Company's directors as follows:

 Southern Belle Property– British Columbia November 30, 2017  November 30, 2016 
        
 Acquisition costs:      
    Balance, beginning$ 45,000 $ 45,000 
       Additions 6,000  - 
 Balance, Ending 51,000  45,000 
        
 Explorations costs:      
 Balance, Beginning and Ending 120,012  120,012 
        
 Total$ 171,012 $ 165,012 
  November 30, 2019 
  Number of options granted  Expense for the period 
CEO 400,000 $113,077 
CFO 100,000  28,269 
Corporate Secretary 100,000  28,269 
Directors 750,000  90,530 
  1,350,000 $260,145 

As at November 30, 2019, no options were vested, and stock-based compensation amounting to $692,091 was recognized in profit or loss of which $260,145 were for the Company's officers and directors as above (Note 10).

Management fees consisted of the following:

  November 30, 2019  November 30, 2018  November 30, 2017 
Company controlled by Corporate Secretary$63,000 $36,842 $13,500 
Company controlled by CFO 60,000  30,000  - 
Director fees paid to Former Director -  5,000  - 
 $123,000 $71,842 $13,500 

8.  LOAN PAYABLE

On September 19, 2018, the Company received a loan of $50,000, which is payable within 6 months and bears an annual interest rate of 12%. During the year ended November 30, 2019, the Company fully repaid the loan.



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)

4.

SHARE CAPITAL


 (a)

9.  CAPITAL MANAGEMENT

The Company considers its capital structure to include net residual equity of all assets, less liabilities. The Company's objectives when managing capital are to (i) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (ii) maintain a capital structure that allows the Company to pursue the development of its projects and products; and (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk.

The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets.

10.  SHARE CAPITAL

(a) Common Shares

Authorized:  Unlimited number of common shares without par value

As at November 30, 2019, there were 32,796,600 common shares issued and outstanding (November 30, 2018 - 31,761,300).

During the year ended November 30, 2019:

During the year ended November 30, 2019, the Company issued a total of 910,300 common shares for gross proceeds of $187,120 for 7,500 warrants exercised at a price of $0.60 per share, 307,800 warrants exercised at a price of $0.40 per share and 595,000 warrants exercised at a price of $0.10 per share. The authorized capitalCompany also issued a total of 125,000 common shares for gross proceeds of $37,500 for 125,000 options exercised at a price of $0.30 per share.

During the year ended November 30, 2018:

During the year ended November 30, 2018, the Company issued a total of 2,045,000 common shares for gross proceeds of $204,500 for warrants exercised at a price of $0.10 per share.

On April 25, 2018, the Company closed the first tranche of its previously announced non-brokered private placement. The Company issued 4,475,000 units at a price of $0.40 per unit for gross proceeds of $1,790,000. Each unit consists of one common share and one-half share purchase warrant with each whole warrant entitling the holder to purchase one common share of the Company at a price of $0.60 for 1 year from closing. On April 15, 2019, the share purchase warrants were extended to six months. The new expiry date of the warrants is October 25, 2019. Finder's fees of cash equal to 6% of proceeds and finder's warrants equal to 6% of the number of units issued were paid to five finders. Each finder's warrant will be exercisable to acquire one common share for a period of one year from closing at a price of $0.40. All securities issued are subject to a four month hold period expiring August 25, 2018.

266,850 finder's warrants were granted at an estimated fair value of $110,574, which has been included in contributed surplus. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: expected life 1 year, volatility 166%, risk-free rate 1.88%, dividend yield 0%.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

10.  SHARE CAPITAL (continued)

(a) Common Shares (continued)

On May 18, 2018, the Company closed the second and final tranche of its previously announced non-brokered private placement. The Company issued 2,035,550 units at a price of $0.40 per unit for gross proceeds of $814,220. Each unit consists of one common share and one-half share purchase warrant with each whole warrant entitling the holder to purchase one common share of the Company at a price of $0.60 for 1 year from closing. On April 15, 2019, the share purchase warrants were extended to six months. The new expiry date of the warrants is November 18, 2019. Finder's fees of cash in an unlimitedamount equal to 6% of proceeds and finder's warrants equal to 6% of the number of units issued were paid to four finders. Each finder's warrant will be exercisable to acquire one common share for a period of one year from closing at a price of $0.40. All securities issued are subject to a four month hold period expiring September 18, 2018. 45,150 finder's warrants were granted at an estimated fair value of $18,420, which has been included in contributed surplus. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: expected life 1 year, volatility 168%, risk-free rate 1.99%, dividend yield 0%. With the closure of the second and final tranche of its previously announced non-brokered private placement, the subscription received of $38,646 has been reclassified to accounts payable and accrued liabilities since investors overpaid for their subscription.

On May 29, 2018, the Company issued a total of 125,000 common shares without par value. at $0.30 per share, for gross proceeds of $37,500, for options exercised by a former director of the Company.

On August 23, 2018, the Company issued 500,000 common shares at a price of $0.10 per share, for gross proceeds of $50,000, for options exercised by a former director of the Company.

On October 31, 2018, the Company issued 3,000,000 common shares at $0.41 per share for the acquisition of Plymouth Rock USA (Note 13). In addition, on November 1, 2018, the Company issued 231,250 common shares at $0.69 per share as finder's fees to complete the acquisition.

During the year ended November 30, 2017:

On February 15, 2017, the Company issued 300,000 common shares valued at $6,000 for the acquisition of exploration and evaluation assets (Note 3).assets.

On November 28, 2017, the Company issued a total of 125,000 common shares at a price of $0.15 per share, for gross proceeds of $18,750, for options exercised forby a former director of the Company.

On November 30, 2017, the Company issued 5,500,000 common shares at a price of $0.10 per share for total gross proceeds of $550,000, pursuant to the private placement previously announced on November 10, 2017. The Company also issued 490,500 common shares at a price of $0.10 per share valued at $49,050 as finder’sfinder's fees.

As of November 30, 2017, the Company had subscription receivable balance of $428,000 (2016: Nil) for the common shares issued for the private placement on November 30, 2017 and $18,750 for commons share issued for options exercised by a former director on November 28, 2017 recorded in due from related party.

As at November 30, 2017, there were 19,349,500 common shares issued and outstanding (November 30, 2016 – 12,934,000).

(b)

Escrowed Shares

In accordance with the TSXV CPC policy guidelines, all seed shares issued at a price lower than the price of the Initial Public Offering (IPO) shares, all securities acquired by non-arm’s length parties to the Company, and all securities acquired by a Control Person are held in escrow and will be released over a period of three years from the acceptance of the Company’s qualifying transaction.

As at November 30, 2017,2019, the Company has nil810,000 common shares (November 30, 2016: 2,400,000)2018 - 3,000,000) held in escrow. These common shares held in escrow were released as follows: 10% (800,000 common shares) released on the date of the acceptance of the Company’s qualifying transaction and 15% (1,200,000 common shares) released every six months thereafter.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

 (c)

10.  SHARE CAPITAL (continued)

(b) Stock Options

On November 12, 2014 the Company adopted an incentive stock option plan (the “Option Plan”"Option Plan") which provides that 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, employees, and 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 in the capital of the Company at the time of granting of options.

On January 16, 2019, the Company granted 2,300,000 stock options, which are exercisable for a period of five years, at a price of $0.60 per share. During the year, 150,000 of these stock options were cancelled. The remaining 2,150,000 stock options vest as follows: (i) 1,075,000 options on January 15, 2020, (ii) 268,750 options on April 15, 2020, (iii) 268,750 options on July 15, 2020, (iv) 268,750 options on October 15, 2020, and (v) 268,750 options on January 15, 2021.

The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.54, volatility 100%, risk-free rate 1.93%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $913,140, which will be expensed over the vesting period.

On March 21, 2019, the Company granted an aggregate of 350,000 incentive stock options to consultants of the Company with an exercise price of $0.60 per share for a period of five years from the date of grant. The stock options vest as follows: (i) 175,000 options on March 20, 2020, (ii) 43,750 options on June 20, 2020, (iii) 43,750 options on December 20, 2020, (iv) 43,750 options on March 20, 2021, and (v) 43,750 options on June 20, 2021. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.57, volatility 100%, risk-free rate 1.56%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $147,613, which will be expensed over the vesting period.

On November 29, 2019, the Company granted an aggregate of 650,000 incentive stock options to consultants and a director of the Company with an exercise price of $0.50 per share for a period of five years from the date of grant. The stock options vest as follows: (i) 325,000 options on November 30, 2020 and (ii) 325,000 options on November 30, 2021. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.49, volatility 100%, risk-free rate 1.49%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $236,809, which will be expensed over the vesting period.

During the year ended November 30, 2019, 150,000 options issued to a director and a consultant were cancelled before vested.

Stock-based compensation recognized in profit or loss for the year ended November 30, 2019 amounted to $692,091 (2018 - $Nil).

Stock option transactions and the number of stock options outstanding as at November 30, 20172019, 2018 and 20162017 are summarized as follows:



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)

4.

SHARE CAPITAL (continued)


 (c)

Stock Options (continued)

10.  SHARE CAPITAL (continued)

(b) Stock Options (continued)

  Number of Weighted Average 
  Options Exercise Price 
Balance, November 30, 2016 875,000 $0.16 
Exercised (125,000)$0.15 
Balance, November 30, 2017 750,000 $0.17 
Exercised (625,000)$0.14 
Balance, November 30, 2018 125,000 $0.30 
Granted 3,300,000 $0.58 
Exercised (125,000)$0.30 
Cancelled (150,000)$0.60 
Balance, November 30, 2019 3,150,000 $0.58 

   Number of  Weighed Average 
   Options  Exercise Price 
 Balance, November 30, 2015 1,250,000  0.15 
 Cancelled and forfeited (375,000) - 
 Balance, November 30, 2016 875,000  0.16 
 Exercised (125,000) - 
 Balance, November 30, 2017 750,000  0.17 

      Number of Options  Weighted average    
   Exercise  outstanding and  remaining contractual  Weighted average 
 Expiry Date Price  exercisable  life(year)  exercise price 
  $          
  November 11, 2019 0.30  250,000  1.95  0.30 
  May 1, 2022 0.10  500,000  4.42  0.10 
      750,000  3.60  0.17 

Expiry Date

Exercise Price

Numbers of options outstanding

Numbers of options exercisable

Weighted average remaining contractual life (year)

Weighted average exercise price

 

$

 

 

 

$

January 15, 2024

0.60

2,150,000

              - 

              2.82

0.60

March 20, 2024

0.60

350,000

              - 

              0.48

0.60

November 28, 2024

0.50

650,000

              - 

              1.03

0.50

 

 

3,150,000

              - 

              4.33

0.58

Option-pricing models require(c)Share purchase warrants

As at November 30, 2019, the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management’s opinion, existing models do not necessarily provide reliable measure of the fair value of the Company’s stock options.

(d)

Share purchase warrants

Company has no outstanding share purchase warrants. Share purchase warrant transactions and the number of share purchase warrants outstanding as at November 30, 20172019, 2018 and 20162017 are summarized as follows:

   Number of  Weighted Average    
   Warrants  Exercise Price  Expiry Date 
 Balance, November 30, 2017 and 2016 2,640,000 $0.10  August 11, 2019 

As at November 30, 2017, the above noted share purchase warrants have a weighted average remaining contractual life of 1.7 years.

  Number of Warrants  Weighted Average Exercise Price 
Balance, November 30, 2017 and 2016 2,640,000 $0.10 
Warrants granted 3,567,275 $0.58 
Warrants exercised (2,045,000)$0.10 
Balance, November 30, 2018 4,162,275 $0.51 
Warrants expired (3,251,975)$0.60 
Warrants exercised (910,300)$0.21 
Balance, November 30, 2019 - $- 



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)


5.

11.FINANCIAL RISK MANAGEMENT

The Company’sCompany's financial assets consist of cash, and short-term investments.due from related parties. The estimated fair values of cash, subscription receivable, and short-term investmentsdue from related parties approximate their respective carrying values due to the short period to maturity.

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:

a.Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;
b.Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
c.Level 3 – inputs that are not based on observable market data.

a. Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities;

b. Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

c. Level 3 - inputs that are not based on observable market data.

For the years ended November 30, 20172019 and 2016,2018, the Company’sfair value of the cash, accounts receivable, accounts payable, due to and short-term investments are classified as Level 1.from related parties and loans payable approximate the book value due to the short term nature.

The Company is exposed to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of counterparty limits, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due.  The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’sCompany's holdings of cash. The Company believes that these sources will be sufficient to cover the likely short-term cash requirements.

The Company’sCompany's cash is currently invested in business accounts which is available on demand by the Company for its operations.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates. The Company has no significant interest rate risk. Asrisk  due to the short term nature of November 30, 2017, the Company had cash balance of $96,152 and $Nil in GICs (November 30, 2016: $10,276 and $90,000, respectively). The Company had no interest-bearing debt.its interest generating assets.

Credit Risk

Credit risk is the risk of a loss inwhen a counterparty to a financial instrument when it fails to meet its contractual obligations. The Company’sCompany's exposure to credit risk is limited to its cash and short-term investments.cash.  The Company limits its exposure to credit risk by holding its cash and short-term investments in deposits with high credit quality Canadian financial institutions.

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar against the Canadian dollar have affected comprehensive loss for the nine-month period by approximately $7,110.



PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.

)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER
November 30, 20172019 and 2016
2018
(EXPRESSED IN CANADIAN DOLLARS)

12. SUPPLEMENTAL CASH FLOW INFORMATION

During the years ended November 30, 2019, 2018 and 2017, the Company incurred non-cash investing and financing activities as follows:

  November 30, 2019  November 30, 2018  November 30, 2017 
Non-cash financing activities:         
  Fair value of options cancelled and expired$59,553 $- $- 
  Fair value of options exercised 13,590  50,080  10,907 
  Fair value of agent warrants granted 127,254  -  - 
  Shares issued for options exercised 37,500  -  - 
  Shares issued for warrants exercised 187,120  -  49,050 
  Share issuance costs -  128,995  - 
Non-cash investing activities:         
  Shares issued for acquisition -  1,399,763  - 
  Shares to be issued for acquisition of inventory 22,800  -  - 
  Shares issued for exploration and evaluations assets$- $- $6,000 

13. BUSINESS ACQUISITION

On October 31, 2018, the Company completed the acquisition of private Delaware corporation Plymouth Rock Technologies Inc. ("Plymouth Rock USA") in consideration of the issuance of 3,000,000 common shares of the Company (the "Transaction") at $0.413 per share. The Transaction has been accounted for as a business combination, using the acquisition method. The Financial Statements include the financial statements of the Company and from the date of acquisition its 100% interest in Plymouth Rock USA. To account for the Transaction, the Company determined the fair value of assets and liabilities of Plymouth Rock USA at the date of the acquisition.

The purchase price allocation of Plymouth Rock USA is as follows:

Consideration   
 Common shares$1,240,200 
   1,240,200 
Purchase Price Allocation:   
 Cash 47,467 
 Prepaid 2,626 
 Intangible assets:   
 Development assets 304,000 
 Intellectual and engineering development 936,781 
 Loan (50,674)
   1,240,200 
     
 Deferred tax liability (253,975)
     
Net identifiable assets acquired 986,225 
Goodwill 253,975 
  $1,240,200 


6.

PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL MANAGEMENTCORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

13. BUSINESS ACQUISITION (continued)

These fair value assessments require management to make significant estimates and assumptions as well as applying judgement in selecting appropriate valuation techniques. The Company issued 231,250 common shares at $0.69 per share as finder's fees to complete the acquisition and the cost related to acquisition were recognized as an expense in the year ended November 30, 2018. 

During the year ended November 30, 2019, the Company recognized an impairment of Goodwill amounting to $256,874 which brought down the carrying value of Goodwill to $Nil as at November 30,2019.

14. COMMITMENTS

In November 2018, Plymouth Rock USA entered into two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2020. The minimum base rent is US$2,917 per month for the period from December 1, 2018 to November 30, 2019 and US$3,005 per month from December 1, 2019 to November 30, 2020.

On April 1, 2019, the Company entered into one-year lease agreement for leased premises in Vancouver, British Columbia, commencing April 1,2019 and ending March 31, 2020. The minimum base rent is $2,500 per month.

Total remaining lease payments as of November 30, 2019 are as follows:

  Plymouth, MA  Vancouver, BC 
  US $  CA $ 
2019 3,005  2,500 
2020 33,055  7,500 
Total 36,060  10,000 

On October 17, 2019, the Company entered into a binding agreement to acquire the intellectual property, finished goods and inventory and name rights from Massachusetts based aerospace and scientific component manufacturer Aerowave Corporation ("Aerowave"). The acquisition is an asset acquisition. Under the terms of the agreement, Plymouth Rock will pay Aerowave's principals 50,000 common shares. The shares will be restricted securities under the US Securities Act and subject to Canadian securities legislation. The fair value of these shares amounting to $22,811 is presented separately as shares to be issued in the consolidated statements of financial position - equity section. The entire purchase consideration was allocated to finished goods as of the acquisition date. As the Company was not able to sell any of the acquired inventory, and it has no evidence to support the value of these finished goods either, the entire amount has been expensed during the year.

15. SEGMENTED INFORMATION

The Company managesoperates in one business segment, focusing on developing technologies as described in
Note 1. With the sale of the entire mineral interest of the SB Property, the Company no longer pursues the exploration and development of mineral properties.

The Company's revenues were generated in the US and were mostly composed of sales of engineering design services and radar components to well-known US government agencies and prime contractors. All the long-lived assets are located in the U.S. as of November 30, 2019 and 2018.


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

16. INCOME TAXES

The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statement of operations and comprehensive loss for the years ended November 30, 2019, 2018 and 2017:

  2019  2018  2017 
Net loss before tax and comprehensive loss$(4,612,286)$(998,225)$(115,989)
Statutory tax rate 27.00%  26.92%  26.00% 
Expected income tax (recovery) (1,245,317) (268,689) (30,157)
Non-deductible items 61,781  43,592  - 
Goodwill impairment 186,864  -  - 
Change in estimates (214,745) -  - 
Change in deferred tax assets not recognized 965,938  213,774  30,157 
Income tax expense (recovery)$(245,479)$(11,323)$- 


The statutory tax rate increased from 26.92% to 27.00% due to an increase in the BC corporate tax rate on January 1, 2018.

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding values for tax purposes. Deferred tax assets (liabilities) at November 30, 2019 and 2018 are comprised of the following:

  2018  Tax recovery (expense)  Foreign exchange  2019 
  $  $  $  $ 
Intangible assets (257,223) 256,875  348  - 
Non-capital losses carryforwards 11,410  (11,396) (14) - 
Net deferred tax assets (liability) (245,813) 245,479  334  - 


The unrecognized deductible temporary differences as at November 30, 2019 and 2018 are comprised of the following:

  2019  2018 
       
       
Exploration and evaluation assets$35,000 $61,000 
Non-capital loss carryforwards 2,258,584  1,350,310 
Net operating losses 1,426,074  - 
Intangible assets 1,316,280  - 
Financing costs 74,880  232,465 
Capital losses 78,006  - 
Cumulative eligible capital 270  270 
Total unrecognized deductible temporary differences$5,189,094 $1,644,045 


PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2019 and 2018
(EXPRESSED IN CANADIAN DOLLARS)

16. INCOME TAXES (continued)

The Company has non-capital loss carryforwards, for which no deferred tax asset has been recognized of approximately $3,684,658 (2018: $1,350,310) which may be carried forward to apply against future income for Canadian and US income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:

Expiry

 

 

2030

$

          2,937

2031

 

        15,506

2032

 

        57,655

2033

 

        59,622

2034

 

        117,154

2035

 

        122,790

2036

 

        138,822

2037

 

        127,413

2038

 

        675,203

2039

 

    2,367,556

TOTAL

$

    3,684,658

17. SUBSEQUENT EVENTS

On February 4, 2020, the Company announced that it has arranged a non-brokered private placement financing of up to 10,000,000 units of securities at a price of $0.40 CAD per Unit for aggregate gross proceeds of up to $4,000,000 CAD (the "Offering"). Each Unit will be comprised of one (1) common share and one-half of one (1/2) non-transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.80 CAD for two (2) years from closing of the Offering. The expiry date of the warrants may be accelerated by the Company if the common shares of the Company achieve a volume weighted average trading price greater than $1.00 CAD for ten (10) consecutive trading days, after four months and one day following closing of the Offering. Finders' fees of up to 7.0%, payable in cash or Units, may be payable on a portion of the Offering. On March 16, 2020, due to the instability in the financial markets caused by the COVID-19 pandemic, the Company cancelled this private placement.

In March 2020, the World Health Organization declared a global pandemic known as COVID-19. The expected impacts on global commerce are expected to be far reaching. Material uncertainties may come into existence that could influence management's going concern assumption. The duration and impact of the COVID-19 outbreak is unknown at this time and it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its capital structuresubsidiary, in future periods, such as:

  • This will impact demand for the Company's products and makes adjustmentsservices in the near term and will impact the Company's supply chains.
  • It may also impact the availability of external funding sources during this period.
  • the effect on labour availability due to it,the severity and the length of potential measures taken by governments to manage the spread of the disease;

The management is closely evaluating the impact of COVID-19 on the Company's business.


PLYMOUTH ROCK TECHNOLOGIES INC.

(FORMERLY ALEXANDRA CAPITAL CORP.)

FORM 51-102F1

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Year Ended November 30, 2019

The following information, prepared as of March 31, 2020, should be read in conjunction with the audited consolidated financial statements of Plymouth Rock Technologies Inc. ("the Company" or "Plymouth Rock" or "PRT") for the years ended November 30, 2019  and 2018; including the notes thereto. The financial statements and financial data contained in this discussion and analysis are presented in accordance with International Financial Reporting Standards ("IFRS"). The reporting currency is the Canadian dollar. 

The following discussion and analysis provide information that management believes is relevant to the assessment and understanding of the Company's results of operations and financial conditions. Certain statements herein contain forward-looking statements relating to the operations or to the environment in which we operate, which are based on our operations, forecasts, and projections. Forward-looking statements are not guaranteed of future performance.  They involve risks, uncertainties and assumptions; and actual results may differ materially from those anticipated in these forward-looking statements. The risks include those outlined under the funds available"Risk Factors" section of this MD&A and elsewhere in the Company's public disclosure documents. Included in the risk factors is the public health crisis caused by the pandemic, COVID-19 which caused disruptions in global supply chain, business operations and financial markets. As of report date, the extent to which this crisis may impact the Company is uncertain. However, it is possible that COVID-19 may have a material adverse effect on the Company's business and financial condition.

BUSINESS OVERVIEW AND OVERALL PERFORMANCE

The Company was incorporated under the Business Corporations Act of British Columbia on October 17, 2011.  The head office, principal address and registered and records office of the Company are located at
300 - 2015 Burrard Street, Vancouver, B.C., V6J 3H4. 

On March 7, 2016, the Company announced that it received final approval to list its common shares on the Canadian Securities Exchange (the "CSE") and voluntarily delisted its common shares from the TSXV. The Company's common shares commenced trading on the CSE at market open on March 10, 2016 and were delisted from the TSXV effective March 9, 2016. The Company's common shares were traded under symbol "AXC" on the CSE.

On October 31, 2018, the Company completed its business acquisition of Plymouth Rock Technologies Inc. (Plymouth Rock USA) and changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new trading symbol "PRT" on November 1, 2018 (See "Business Acquisition" section of this report).  As a result of the acquisition, the Company's principal business activity through its subsidiary, Plymouth Rock USA, was changed to focus on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company focuses on detection methods without the need for a checkpoint or the compliance of the suspect who is being screened. The Company's planned technologies encompass the very latest radar technologies for quickly detecting, locating and identifying the presence of threats.

On January 8, 2019, the Company's common shares commenced trading on the Frankfurt Stock Exchange in Germany under the Symbol: 4XA, WKN# - A2N8RH.


On March 12, 2019, Manchester Metropolitan University assigned and on October 8, 2019, transferred the Millimeter Wave, Shoe Scanning technology IP to the Company for the consideration of $30,000. The Millimeter Wave Shoe Scanner is a floor-mounted 3D imaging system that uses harmless millimeter wave imaging techniques to inspect footwear. The scanner is then able to identify if the footwear has been altered or is being used to transport concealed items, such as weaponry, substances, compounds, or electronic items. As of October 8, 2019, the IP and patent transfer for this technology was already completed.

On April 9, 2019, the Company was  accepted as a member of the USA National Safe Skies Alliance, Inc, which is a non-profit organization that works with airports, government, and industry to maintain a safe and effective aviation security system.

On April 25, 2019, the Company was accepted as a member of the Canadian Association of Defense and Security Industries, which is dedicated to scientific, engineering, industrial, and management preparedness for the common defense of Canada.

Effective August 27, 2019, the Company's common shares commenced trading on the OTC Markets Group ("OTCQB") under the symbol: PLRTF.

On October 15, 2019, the Company announced the launch of its new product under development, the PRT-X1 which is a next level Unmanned Aerial System (UAS) drone designed with the direct input of law enforcement, intelligence agencies, military, and rescue services to address the global requirement for a multi-role, state-of-the-art aerial platform (See DEVELOPING TECHNOLOGIES).

On October 16, 2019, the Company entered into a binding agreement with Aerowave Corporation ("Aerowave") whereby the Company significantly acquired the finished goods and inventory, for a consideration equal to 50,000 shares of Plymouth Rock Technologies Inc. times $0.46 per share which is the average closing price on OTCQB market over the twenty days prior to the closing date of the sale.

On February 4, 2020, the Company announced and cancelled a non-brokered private placement financing of up to 10,000,000 units (the "Units") of securities at a price of $0.40 CAD per Unit for aggregate gross proceeds of up to $4,000,000 (the "Offering"). Each Unit will be comprised of one (1) common share and one-half of one (1/2) non-transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.80 CAD for two (2) years from closing of the Offering. Finders' fees of up to 7.0%, payable in ordercash or Units, may be payable on a portion of the Offering. On March 16, 2020, due to supportinstability in the financial markets caused by the COVID-19 pandemic, the company cancelled this private placement financing.

Letter of Intent

On December 1, 2017, the Company entered into a non-binding letter of intent ("LOI"), which superseded and replaced the previous letter of intent announced on November 10, 2017, with WMC ApS ("WMC"), a private Danish company based in Copenhagen which brokers and develops payment processes in cryptocurrency transactions. On April 10, 2018, the Company announced that it cancelled the proposed acquisition of WMC.

Business Acquisition

On April 10, 2018, the Company entered into a non-binding letter of intent ("LOI") with Plymouth Rock Technologies Inc. ("Plymouth Rock USA"), followed by a definitive agreement on June 21, 2018. Plymouth Rock USA is a private Delaware corporation that is developing systems using microwave radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, like airports, shopping malls, schools and sports venues. Plymouth Rock USA is also developing a millimeter-wave imaging system, which can be drone-mounted to detect weapons, such as guns, suicide vests, and explosives in mass gatherings and has both military and civilian applications. PRT is also working on a compact millimeter-wave radar imaging system for scanning shoes for concealed weapons and contraband.


On October 31, 2018, pursuant to the definitive agreement with Plymouth Rock USA, the Company received shareholder approval to change the name of the Company and symbol with the acquisition of Plymouth Rock USA. For the acquisition, the Company issued 3,000,000 common shares of the Company to the four shareholders of Plymouth Rock USA. The Company also issued 231,250 common shares of the Company as a finder's fee. The Company changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with the new trading symbol "PRT" on November 1, 2018.

With the acquisition, the Company's principal business activity through its subsidiary, Plymouth Rock USA, was changed to focus on developing technologies related to remotely detecting assault firearms and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather reliessuicide bombs concealed on the expertiseperson or a carry bag. The Company now focuses on detection methods without the need for a checkpoint or the compliance of the Company’ssuspect who is being screened. The Company's planned technologies encompass the very latest radar and imaging technologies for quickly detecting, locating and identifying the presence of threats.

DEVELOPING TECHNOLOGIES

The Company's core technologies include: (1) A Millimeter-wave Remote Imaging system from Airborne Drone ("MiRIAD"); (2) A compact millimeter-wave radar system for scanning shoe's ("Shoe-Scanner"); and (3) Microwave radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, such as airports, shopping malls, schools and sports venues ("Wi-Ti " - Wireless Threat Indication). In addition, the Company has announced on October 15, 2019 the launch of its newest technology, the "PRT-X1", a next level Unmanned Aerial System (UAS) drone.

MiRIAD (Millimeter-wave Remote Imaging from Airborne Drone) Updates

On April 3, 2019, the Company announced that its MiRIAD system has passed internal payload flight testing demonstrations in the Morongo and Coachella Valley, California, USA. The test allowed the Company to assess the stability and maneuverability of a UAS (Unmanned Aircraft System) with a MiRIAD system attached. With the successful payload test and lightweight antenna design, the Company's management and scientific advisors are confident that Plymouth Rock would be the first company to sustain futurerealize millimeter-wave imaging from commercial drones.

In Q4 2019, the Company fielded a multispectral imaging capability aboard a small Search & Rescue drone (the "PRT=X1") by combining visible, IR (infrared) and millimeter-wave imaging sensors on a single aerial vehicle. Chemical trace detection sensors are also being investigated along with sensors that measure human biometrics, which is the measurement and statistical analysis of people's unique physical and behavioral characteristics. The technology is mainly usedfor identification and access control, or for identifying individuals who are under surveillance.

Increasing threat of terrorist activities, rising territorial conflicts, and geopolitical instabilities have led to the rise in the demand for threat detection systems. Also, increasing need for large-scale surveillance systems at public and commercial places is driving the demand for threat detection equipment.


The threat detection systems market is led by the public infrastructure that is further segmented into airports, railway stations, sports stadiums, shopping malls, pilgrimages, and others. The high demand for threat detection devices from airports and shopping malls, especially for explosive detectors, video surveillance systems, and biometric systems, is one of the major factors driving the growth of the threat detection systems market for the public infrastructure application.

Millimeter Wave, Shoe Scanning Technology

On March 12, 2019, the Company announced that Manchester Metropolitan University assigned the Millimeter-wave, Shoe Scanning technology IP to the Company for the consideration of $30,000. The Millimeter-wave Shoe Scanner is a floor-mounted 3D imaging system that uses harmless millimeter-wave imaging techniques to inspect footwear. The scanner is then able to identify if the footwear has been altered or is being used to transport concealed items, such as weaponry, substances, compounds, or electronic items. As of October 8, 2019, the IP and patent transfer for this technology was completed.

The Millimeter-wave Shoe Scanner allows for the rapid screening of footwear without necessitating removal of shoes. With a screening time objective of 30 PPM (Persons/Minute) the Shoe Scanner is ideal for airport terminals, prison/correctional facilities, public events and other high throughput, screening applications.

Wi-Ti Updates

On February 19, 2019, the Company signed a memorandum of understanding ("MOU") with Abicom International Ltd. ("Abicom International"), a Qualcomm authorized design partner, to assist in the continued development of the business.Plymouth Rock Wi-Ti (Wireless Threat Indication) system and prototype. Wi-Ti is a passive detection system that uses artificial-intelligence ("AI") to analyze the radio waves within an area. The system uses radar-based algorithms to filter common items such as cell phones and general pocket items from concealed threats items such as assault weaponry and improvised explosive devices ("IED'S").

The past three years have seen significant advances in the monitoring of Wi-Fi radio wave analysis. This includes Wi-Fi used to track and trace the movements of people in real time through walls. Similar techniques have used Wi-Fi radio waves to detect subtle changes in breathing and heart rates. The Plymouth Rock Wi-Ti technology advances that analysis to concealed threat detection. Unlike other emerging screening technologies Wi-Ti can be used in airport concourse areas, stadiums and open spaces at stand-off distances. Our unique radar imaging and signal processing technology allows for non-intrusive screening of crowds in real time.

Abicom International has worked with many prominent security and technology companies, including Bosch Security, Siemens Transportation, QinetiQ, Harris Systems and Northern Light Technologies. "Abicom International's status as a Qualcomm design center is an assurance of excellence that is granted to less than eleven companies globally". The partnership between Plymouth Rock and Abicom International is about the drive to continuously expand the realm of possibilities for Wi-Fi based technologies.

PRT-X1 Updates

On October 15, 2019, the company announced the launch of its new product under development, the PRT-X1 which is a search and rescue grade Unmanned Aerial System (UAS) drone designed with the direct input of law enforcement, intelligence agencies, military, and rescue services to address the global requirement for a multi-role, state-of-the-art aerial platform. The production PRT-X1 has been unveiled live at the 2019 International Security Conference (ISC), at the Javits Center in New York City on November 20-21, 2019. In  2020 the PRT-X1 UAS will be submitted to the U.S Army's Unique Mission Cell Program, TSOA, for war-fighter evaluations.


INTEREST IN MINERAL PROPERTIES

On February 17, 2014, and further amended on May 2, 2014, the Company entered into an Option Agreement, with Eastland Management Ltd. whereby the Company acquired an option to earn an undivided 100% interest in and to the eight (8) mineral claims comprising the Southern Bell ("SB") Property, located approximately 25 kilometers west of Merritt, British Columbia totaling 3,517 hectares.  The Option Agreement was amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as the optionor of the claims.

On August 26, 2015, the Company and Eastland Management amended the Option Agreement so that on the first anniversary of Exchange approval (August 11, 2015) the Company must arrange for payment of $10,000 to Eastland Management in lieu of the original obligation to issue 200,000 common shares. All other aspects of the Option Agreement remain unchanged.

In order to maintain the Option in good standing and earn 100% interest in the SB Property, the Company was required to incur exploration expenditures totaling $100,000 on or before August 11, 2015 (completed). The Company defines capital that it manages as share capitalwas also required to make cash payments to the vendors of the Option of $10,000 upon receipt of the Technical Report (paid), $15,000 at the time of Exchange approval (paid) and $10,000 on the first anniversary of

Exchange approval (paid). Additionally, the Company had to issue 500,000 shares (200,000 upon Exchange approval (issued) and 300,000 on or before the second anniversary (issued).

During the year ended November 30, 2018, the Company sold its entire interest in the SB Property for a cash equivalents.payment of $15,000, incurring a loss on the disposition of exploration and evaluation assets of $156,012. With the business acquisition and the sale of the mineral interest of the SB Property, the Company no longer pursues the exploration and development of mineral properties.

RESULTS OF OPERATIONS

Selected Annual Information

The property ownedfollowing table provides a brief summary of the Company's financial operations for the last three fiscal years.  This information has been presented in accordance with International Financial Reporting Standards ("IFRS").  The reporting currency is the Canadian dollar.  For more detailed information, please refer to the November 30, 2019, 2018 and 2017 audited financial statements.

 

Year Ended

Year Ended

Year Ended

 

November 30, 2019

November 30, 2018

November 30, 2017

Revenues

$                        28,257

$                            -

$                            -

Interest income

                        14,226

                        8,630

                          370

Net income (loss) for the year

                (4,366,807)

                  (986,901)

                  (115,989)

Basic and diluted earnings (loss)

 

 

 

per share

                          (0.14)

                        (0.04)

                        (0.01)

Total assets

                      739,990

                  4,306,727

                    760,862

Total long term liabilities

                                  - 

                    245,813

                            - 

Cash dividends

                                  - 

                            - 

                            - 



Year ended November 30, 2019

During the year ended November 30, 2019, the Company had a comprehensive loss of $4,320,563 compared to a comprehensive loss of $986,901 for the year ended November 30, 2018. The increase in comprehensive losses were caused by the following:

  • Sales during the year ended November 30, 2019 amounted to $28,257 (2018 - $Nil) with gross profit of $16,366 resulting in a gross margin of 58%. The Company's sales for 2019 include radar components and radar systems. The Company also offers engineering design and development services but is yet to recognize revenues from this line of business.
  • Accounting and audit fees of $80,415 (2018 - $66,463) consisted of fees to the Company's auditors which increased by about 34% from prior year and accounting fees paid to a Company controlled by the CFO. (See Transactions with Related Parties).  Accounting and audit fees increased to account for the PRT US acquisition, operations and additional compliance in connection with the business acquisition.
  • Business development (2019 - $739,615 vs. 2018 - $11,326) significantly went up due to increased spending on advertising and marketing as well as promotional expenditures during the year.
  • Consulting fees (2019 - $125,685 vs. 2018 - $187,015) decreased due to lower spending on business plans and advising regarding the US Market. Last year, most expenditures were focused on the business acquisition which was completed in October 2018.
  • Development costs of $399,720 (2018 - $Nil) were recognized for expenditures on enhancement of the Company's current technologies.
  • General office expenses (2019 - $68,602 vs. 2018 - $46,466) increased mostly as a result of business expansion during the year and to account for additional operations in the USA
  • Legal fees (2019 - $103,535 vs. 2018 - $166,124) also decreased resulting from the completion of the business acquisition in October 2018.
  • Management fees of $125,390 (2018 - $71,842) increased as a result of higher rates of payment to related parties. (See Transactions with Related Parties)
  • Rent (2019 - $77,186 vs. 2018 - $30,000) more than doubled due to the payment for the office space occupied by PRT USA which was not present in the prior year.
  • Stock based compensation of $692,091 (2018 - $Nil) refer to the value of the stock options granted by the Company is currently is inunder its stock option plan. (See Capital Stock) During the exploration stage; as suchyear ended 2019, the Company has historically reliedgranted 1,350,000 stock options to related parties which corresponded to $260,145. (See Transactions with Related Parties)
  • Transfer agent and filing fees of $111,709 (2018 - $71,076) was higher than last year due to additional fees to the Company's stock transfer agent, additional fees for regulatory requirements submission and added fees for the trading in Frankfurt Stock Exchange which commenced in January 2019 and OTC Markets Group beginning August 2019.
  • Wages, salaries and benefits of $513,729 (2018 - $21,843) was significantly higher due to higher fees paid to the Company's CEO (See Transactions with Related Parties) and other employees.
  • Impairment losses of $1,572,552 (2018 - $Nil) were recognized consisting of $256,874 for goodwill previously recognized on equity financingbusiness combination and $1,315,678 from intangible assets. The recognition was a result of inability to fund its activities. Management reviews its capital management approach on an ongoing basisestablish future cash flows to be generated from the business acquired and believes that this approach, given the relative sizefuture economic benefits from the Company's intangible assets
  • Deferred tax recovery amounting to $245,479 (2018 - $Nil) was as a reversal of previously recognized liability due to non-capital loss incurred during the Company, is reasonable. There were no changesyear.
  • Interest income (2019 - $14,226 vs. 2018 - $8,630) increased primarily due to the increase of average daily balances in the Company's approachbank accounts.

Year ended November 30, 2018

During the year ended November 30, 2018, the Company had a comprehensive loss of $986,901 compared to capitala comprehensive loss of $115,989 from the year ended November 30, 2017. 

During the year ended November 30, 2018 and 2017, the Company's expenses by category consisted of: business development of $11,326 (2017 - $Nil), accounting fees of $66,463 (2017 - $19,920), consulting fees of $187,015 (2017 - $14,742), general office expenses of $46,466 (2017 - $2,979), insurance fees of $9,500 (2017 - $Nil), legal fees of $166,124 (2017 - $43,691), management fees of $71,842 (2017 - $13,500), rent of $30,000 (2017 - $2,500), transfer agent and filing fees of $71,076 (2017 - $19,027), and Wages, salaries and benefits of $21,843 (2017 - $Nil).

The increase in net loss in the year ended November 30, 2018 compared with the year ended November 30, 2017 was primarily due to significant increases in consulting fees, legal fees, accounting fees, and transfer agent and filing fees associated with the due diligence, administration, filing and compliance related expenses of the LOI with WMC and the acquisition of Plymouth Rock USA, and the non-brokered private placement closed on May 18, 2018. Business development costs and general office expenses increased as a result of increased activities associated with the due diligence and administration costs pursuant to new agreements and private placements. Rent expenses also increased for the Company's occupancy in Canada and the US.

Interest income earned for the year ended November 30, 2018 was $8,630 compared to $370 during the year ended November 30, 2017. The increase in interest income was primarily due to the increase of funds in the Company's bank accounts.

Year Ended November 30, 2017

During the year ended November 30, 2017, the Company had a comprehensive loss of $115,989 compared to a comprehensive loss of $108,087 of the year ended November 30, 2016. 

During the years ended November 30, 2017 and 2016, the Company's expenses by category consisted of:  accounting fees of $19,920 (2016 - $21,244), consulting fees of $14,742 (2016 - $Nil), legal fees of $43,691 (2016 - $21,584), general office expenses of $2,979 (2016 - $1,208), rent expenses of $2,500 (2016 - $Nil), and transfer agent and filing fees of $19,027 (2016 - $54,451). The increase in net loss in the year ended November 30, 2017 compared with the year ended November 30, 2016 was primarily due to the consulting fees incurred for the LOI with WMC.

Interest income earned for the years ended November 30, 2017 was $370 compared to $900 during the year ended November 30, 2016. The decrease in interest income was primarily due to the reduction of funds in the Company's short-term investment account.

7.

RELATED PARTY

Fourth Quarter Results

During the quarter ended November 30, 2019, the Company had a net loss of $2,460,265 compared to a net loss of $557,166 of quarter ended November 30, 2018. The operating expenses consist of accounting and audit fees of $46,264 (2018 - $37,165), business development of $292,079 (2018 - $3,980), consulting fees of $71,140 (2018 - $55,119), legal fees of $36,497 (2018 - $48,957), management fees of $31,590 (2018 - $21,618), office and administrative expenses of $31,623 (2018 - $25,971), insurance of $2,144 (2018 - $9,500), rent of $19,589 (2018 - $7,500), stock-based compensation of $176,072 (2018 - $Nil), development costs of $273,201 (2018 - $Nil), wages, salaries and benefits of $103,914 (2018 - $21,843), and transfer agent and filing fees of $27,191 (2018 - $23,903). The Company's expenses for the quarter ended November 30, 2019 was significantly higher than the same period in the prior year primarily due to recognition of development expenses for the amount spent on the enhancement of the Company's current technologies as well as the recognition of expense for the options vested during the quarter. Both development expenses and stock-based compensation amounted to $Nil in the fourth quarter of last year.


During the quarter ended November 30, 2019, the Company recognized an impairment loss of $1,572,552 on the goodwill arising from the business combination ($256,874) and intangible assets ($1,315,678) (See discussion on- Results of Operations). The Company also collected interest income of $1,500 (2018 - $5,966), incurred interest expense of $Nil (2018 - $1,184), and recognized forex gain of $2,332 (2018 -  $8,441).

SUMMARY OF QUARTERLY RESULTS

The following table sets out selected financial data in respect of the last eight quarters of the Company. The data is derived from the financial statements of the Company prepared in accordance with IFRS.

 

Qtr 4

Qtr 3

Qtr 2

Qtr 1

Qtr 4

Qtr 3

Qtr 2

Qtr 1

November

August

May

February

November

August

May

February

30, 2019

31, 2019

31, 2019

28, 2019

30, 2018

31, 2018

31, 2018

28, 2018

Total Revenues, including interest income

$      9,651

$    16,638

$      10,041

$      6,153

$      5,966

$        798

$      1,226

$        640

Net loss

  (2,460,265)

    (885,806)

    (626,323)

    (394,413)

    (557,166)

      (85,672)

    (186,002)

    (158,061)

Basic and diluted loss per common share

 

 

 

 

 

 

 

 

        (0.08)

        (0.03)

        (0.02)

        (0.01)

        (0.02)

        (0.01)

        (0.01)

        (0.01)

The increase net loss in the quarter ended February 28, 2018 compared with the quarter ended November 30, 2017 was primarily due to significant increase in consulting fees, legal fees, accounting fees, and transfer agent and filing fees associated with the LOI with WMC and the non-brokered private placement announced on December 27, 2017.

The significant increase in net loss in the quarter ended May 31, 2018 compared with the quarter ended February 28, 2018 was primarily due to significant increase in consulting fees, legal fees and accounting fees and transfer agent and filing fees associated with the LOI with WMC and PRT and the non-brokered private placement closed on May 18, 2018.

The decreased net loss in the quarter ended August 31, 2018 compared with the quarter ended May 31, 2018 was primarily due to decrease in consulting fees, legal fees, accounting fees, and transfer agent and filing fees, as the Company has substantially completed the LOI with PRT and the non-brokered private placement was closed on May 18, 2018.

The increased net loss in the quarter ended November 30, 2018 compared with the quarter ended August 31, 2018 was primarily due to increase in consulting expense, legal fees, management and salaries, transfer agent and regulatory fees, and acquisition costs for completing the transaction of the Plymouth Rock USA acquisition. The expenditures also increased due to the costs incurred associated with the development of the Company's technologies.

The decreased net loss in the quarter ended February 28, 2019 compared with the quarter ended November 30, 2018 was primarily due to loss on disposition of exploration and evaluation, the acquisition costs for completing the transaction of the Plymouth Rock USA acquisition and the high legal and accounting fees associated with the acquisition and year-end filing incurred in the three months ended November 30, 2018. Other costs increased in the quarter ended February 28, 2019 associated with the development and promotion of the Company's technology.


The increased net loss in the quarter ended May 31, 2019 compared with the quarter ended February 28, 2019 was primarily due to significant increase in business development and consulting fees for the Company's technology promotion and development, and higher legal and accounting fees associated with the year-end compliance incurred in the quarter ended May 31, 2019.

The increased net loss in the quarter ended August 31, 2019 compared with the quarter ended May 31, 2019 was primarily due to significant increase in stock-based compensation primarily due to the first time recognition of expenses relating to the Company's incentive stock option plan aggravated by the increase in consulting and legal fees incurred in the quarter ended August 31, 2019 brought about by operating activities and share issuances during the period.

The increased net loss in the quarter ended November 30, 2019 compared with the quarter ended August 31, 2019 was primarily due to the impairment loss recorded in the fourth quarter. The recognition was a result of inability to establish future cash flows to be generated from the business acquired and the future economic benefits from the Company's intangible assets.

LIQUIDITY AND CAPITAL RESOURCES

The Company's approach to managing its liquidity is to ensure that it has sufficient resources to meet its liabilities as they come due and have sufficient working capital to fund operations for the ensuing fiscal year. Financing of operations has been achieved solely by equity financing. The Company anticipates that it will require significant funds from either equity or debt financing for the development of its technologies and to support general administrative expenses.

As at November 30, 2019, the Company had $727,526 in current assets (November 30, 2018 - $2,811,971) and $227,058 in current liabilities (November 30, 2018 - $166,941) for a working capital position of $500,468 compared to a working capital position of $2,645,030 as at November 30, 2018. Working capital decreased mostly due to lower cash balance at the end of the period due to use of cash in the Company's operating activities.

Current assets at November 30, 2019 were represented by cash of $583,119 (November 30, 2018 - $2,743,694), accounts receivable of $1,488 (November 30, 2018 - $Nil), sales tax receivable of $12,310 (November 30, 2018 - $10,986), prepaid expenses of $105,539 (November 30, 2018 - $49,891) and due from related parties of $25,070
(November 30, 2018 - $7,400). Current liabilities were comprised of $217,023 in accounts payable and accrued liabilities (November 30, 2018- $112,757), loan payable of $Nil (November 30, 2018 - $51,184), and due to related parties of $10,035 (November 30, 2018 - $3,000).

As at November 30, 2019, the Company had a share capital balance of $5,676,498 (November 30, 2018 - $5,311,034) and an accumulated deficit of $5,968,892 (November 30, 2018 - $1,602,085).

Financing of operations has been achieved solely by equity financing. As the Company will not generate sufficient funds from operations for the foreseeable future, the Company is primarily reliant upon the sale of equity securities in order to fund future operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis.  The Company's ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing. 
The Company expects to generate similar losses quarter over quarter for the next fiscal year in relation to the Company's development, administration and promotion of its technologies.  As of report date, management anticipates that the funds raised to date will be not be sufficient to sustain operations and the development of the Companies technologies for the next fiscal year.


The planned financing (private placement - see Business Overview and Overall Performance) was cancelled as a result of instability in the financial markets caused by the global pandemic, COVID-19. As of report date, management is considering alternatives to raise the necessary funds for the continuance of business operations.

Detailed discussions related to the Company's cash flows during the year ended November 30, 2019

Cash balances decreased by a total of $2,159,174 during the year ended November 30, 2019
(November 30, 2018 - increased by $2,647,542). 

During the year ended November 30, 2019, cash used in operating activities was $2,317,362 compared to cash used in operating activities of $663,765 during the year ended November 30, 2018. The increase in cash used in operating activities is primarily attributed to higher expenditures on wages, salary and benefits, research and development, business development and the consulting fees during the year. (See Results of Operations for a detailed discussion of the expense variances.)

Cash used in investing activities during the year ended November 30, 2019 was $14,175 (2018 - provided cash of $62,467). The cash used in investing activities was primarily attributed to the acquisition of equipment and development expenses on the Company's technologies during the year ended November 30, 2019.

Cash provided by financing activities during the year ended November 30, 2019 was $172,363 compared to cash provided by financing activities of $3,248,840 during the year ended November 30, 2018. The cash provided by financing activities was primarily due to the warrants exercised of $187,120 and options exercised of $37,500 during the year ended November 30, 2019 partly offset by the payment of loan balance of $52,256. The cash provided by financing activities in the year ended November 30, 2018 was a result of the net proceeds from issuance of common shares of the Company from the private placement announced during the 4th quarter ended November 30, 2017.

The effect of foreign exchange rates on cash during the year ended November 30, 2019 amounted to a decrease of $1,401 (2018 - $Nil).

Detailed discussions related to the Company's cash flows during the year ended November 30, 2018

Cash balances increased by $2,647,542 during the year ended November 30, 2018 (November 30, 2017 - $85,876). 

During the year ended November 30, 2018, cash used in operating activities was $663,765 compared to cash used in operating activities of $126,124 during the year ended November 30, 2017. The increase in cash used in operating activities is primarily attributed to increased expenditures on consulting fees, professional fees and transfer agent and filing fees associated with the letter of intent with WMC, the business acquisition of Plymouth Rock USA, the development costs of technologies, and the non-brokered private placement closed on May 18, 2018.

Cash provided by investing activities during the year ended November 30, 2018 was $62,467 (2017 - $90,000). The change in cash provided in 2018 was due to the proceeds of the disposition of the SB property and acquisition of business.

Cash provided by financing activities during the year ended November 30, 2018 was $3,248,840 compared to cash provided by financing activities of $122,000 during the year ended November 30, 2017. The cash provided by financing activities was a result of the net proceeds from issuance of common shares of the Company from the private placement announced during the 4th quarter ended November 30, 2017, and options and warrants exercised during the year ended November 30, 2018. The Company also received $50,000 loan bearing annual interest rate of 12%.


PROPOSED TRANSACTIONS

The Company has no proposed transactions as at the report date.

OFF-BALANCE SHEET ARRANGEMENTS

To the best of Management's knowledge, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

CONTRACTUAL COMMITMENTS

In November 2018, Plymouth Rock USA entered into a two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2020. The minimum monthly base rent is US$2,917 for the period from December 1, 2018 to November 30, 2019 and US$3,005 from December 1, 2019 to November 30, 2020.

On April 1, 2019, the Company entered into a one-year lease agreement for leased premises in Vancouver, BC, commencing on April 1, 2019 and ending on March 31, 2020. The minimum monthly base rent is $2,500.

On October 17, 2019, the Company entered into a binding agreement to acquire the intellectual property, finished goods and inventory, as well as name rights and goodwill from Massachusetts based aerospace and scientific component manufacturer Aerowave Corporation ("Aerowave"). Under the terms of the agreement, Plymouth Rock will pay Aerowave's principals 50,000 common shares. The shares will be restricted securities under the US Securities Act and subject to Canadian securities legislation. The fair value of these shares amounting to $22,811 is presented separately as shares to be issued in the balance sheet - equity section.

TRANSACTIONS WITH RELATED PARTIES

The amounts due to related parties are due to the directors and officers of the Company. The balances are unsecured, non-interest bearing and have no specific terms for repayment. Accordingly, the fair value cannot readily be determined. These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

During the years endedAs at November 30, 2017 and 2016, the Company incurred the following amounts through transactions with the CFO2019, $10,035 (November 30, 2018 - $3,000) was due to officers of the Company:

   November 30, 2017  November 30, 2016  November 30, 2015 
 Consulting fees$13,500 $ 10,500 $ 6,000 
  November 30, 2019  November 30, 2018 
Company controlled by CFO$5,000 $3,000 
CEO of the Company 5,035  - 
 $10,035 $3,000 

As at November 30, 2019, $25,070 (November 30, 2018 - $7,400) was due from directors and officers of the Company:

  November 30, 2019  November 30, 2018 
Company controlled by Corporate Secretary$5,250 $5,613 
CEO of the Company -  1,787 
George Stubos, Director 19,820  - 
 $25,070 $7,400 


During the year ended November 30, 2019, 2018 and 2017, the Company entered into the following transactions with related parties:

  November 30, 2019  November 30, 2018  November 30, 2017 
Management fees$123,000 $71,842 $13,500 
Accounting fees 24,490  20,748  - 
Share-based payments 260,145  -  - 
Salaries and benefits to CEO 318,790  13,200  - 
 $726,425 $105,790 $13,500 

During the year ended November 30, 2019, the Company granted 750,000 options to the CEO, CFO, the Corporate Secretary, and one of the Company's directors.

  November 30, 2019 
  Number of options granted  Expense for the period 
CEO 400,000 $113,077 
CFO 100,000  28,269 
Corporate Secretary 100,000  28,269 
Angelos Kostopoulos, Director 150,000  42,404 
George Stubos, Director 450,000  48,014 
Tim Crowhurst, Director 150,000  112 
  1,350,000 $260,145 

As at November 30, 2019, no options were vested, and stock-based compensation amounting to $692,091 was recognized in profit or loss of which $260,145 were for the Company's officers and directors as above.

On October 16, 2019, Jeremy Poirier resigned as a Director of the Company. 100,000 stock options granted to him were cancelled.

Management fees consisted of the following:

 

November 30, 2019

November 30, 2018

November 30, 2017

Vivian Katsuris, Corporate Secretary

$              63,000

$                  36,842

$                13,500

Zara Kanji, CFO

                  60,000

                        30,000

                        - 

Ioannis Tsitos, Former Director

                          - 

                        5,000

                                  - 

 

$              123,000

$                    71,842

$                13,500

As at November 30, 2019, $26,578 (November 30, 2018 - $Nil) prepayment was made to Dana Wheeler, the CEO of the Company and $13,289 (November 30, 2018 - $Nil) to David Russell, the SVP for Engineering Operations.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

All significant accounting policies and critical accounting estimates are fully disclosed in Note 2 of the audited consolidated financial statements for the years ended November 30, 2019 and 2018 that are available on SEDAR at www.sedar.com.


FINANCIAL RISK MANAGEMENT

The Company's financial assets consist of cash, and due from related parties. The estimated fair values of cash, subscription receivable, and due from related parties approximate their respective carrying values due to the short period to maturity. 

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:

a. Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities;

b. Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

c. Level 3 - inputs that are not based on observable market data.

For the years ended November 30, 2019 and 2018, the fair value of the cash, accounts receivable, accounts payable, due to and from related parties and loans payable approximate the book value due to the short term nature.

The Company is exposed to a variety of financial instrument related risks.  The Board approves and monitors the risk management processes, inclusive of counterparty limits, controlling and reporting structures.  The type of risk exposure and the way in which such exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due.  The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash.  The Company believes that these sources will be sufficient to cover the likely short-term cash requirements.  The Company's cash is currently invested in business accounts which is available on demand by the Company for its operations.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has no significant interest rate risk due to the short term nature of its interest generating assets.

Credit Risk

Credit risk is the risk of a loss in a counterparty to a financial instrument when it fails to meet its contractual obligations.  The Company's exposure to credit risk is limited to its cash. The Company limits its exposure to credit risk by holding its cash in deposits with high credit quality Canadian financial institutions.

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar against the Canadian dollar have affected comprehensive loss for the nine-month period by approximately $7,110.


CAPITAL STOCK

The authorized capital of the Company consists of an unlimited number of common shares without par value.

During the year ended November 30, 2019:

During the year ended November 30, 2019, the Company issued a total of 910,300 common shares for gross proceeds of $187,120 for 7,500 warrants exercised at a price of $0.60 per share, 307,800 warrants exercised at a price of $0.40 per share and 595,000 warrants exercised at a price of $0.10 per share. The Company also issued a total of 125,000 common shares for gross proceeds of $37,500 for 125,000 options exercised at a price of $0.30 per share.

During the year ended November 30, 2018:

During the year ended November 30, 2018, the Company issued a total of 2,045,000 common shares for gross proceeds of $204,500 for warrants exercised at a price of $0.10 per share.

On April 25, 2018, the Company closed the first tranche of its previously announced non-brokered private placement. The Company issued 4,475,000 units at a price of $0.40 per unit for gross proceeds of $1,790,000. Each unit consists of one common share and one-half share purchase warrant with each whole warrant entitling the holder to purchase one common share of the Company at a price of $0.60 for 1 year from closing. On April 15, 2019, the share purchase warrants were extended to six months. The new expiry date of the warrants is October 25, 2019. Finder's fees of cash equal to 6% of proceeds and finder's warrants equal to 6% of the number of units issued were paid to five finders. Each finder's warrant will be exercisable to acquire one common share for a period of one year from closing at a price of $0.40. All securities issued are subject to a four month hold period expiring August 25, 2018. 266,850 finder's warrants were granted at an estimated fair value of $110,574, which has been included in contributed surplus. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: expected life 1 year, volatility 166%, risk-free rate 1.88%, dividend yield 0%.

On May 18, 2018, the Company closed the second and final tranche of its previously announced non-brokered private placement. The Company issued 2,035,550 units at a price of $0.40 per unit for gross proceeds of $814,220. Each unit consists of one common share and one-half share purchase warrant with each whole warrant entitling the holder to purchase one common share of the Company at a price of $0.60 for 1 year from closing. On April 15, 2019, the share purchase warrants were extended to six months. The new expiry date of the warrants is November 18, 2019. Finder's fees of cash in an amount equal to 6% of proceeds and finder's warrants equal to 6% of the number of units issued were paid to four finders. Each finder's warrant will be exercisable to acquire one common share for a period of one year from closing at a price of $0.40. All securities issued are subject to a four month hold period expiring September 18, 2018. 45,150 finder's warrants were granted at an estimated fair value of $18,420, which has been included in contributed surplus. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: expected life 1 year, volatility 168%, risk-free rate 1.99%, dividend yield 0%. With the closure of the second and final tranche of its previously announced non-brokered private placement, the subscription received of $38,646 has been reclassified to accounts payable and accrued liabilities since investors overpaid for their subscription.

On May 29, 2018, the Company issued a total of 125,000 common shares at $0.30 per share, for gross proceeds of $37,500, for options exercised by a former director of the Company.

On August 23, 2018, the Company issued 500,000 common shares at a price of $0.10 per share, for gross proceeds of $50,000, for options exercised by a former director of the Company.


On October 30, 2018, the Company issued 3,000,000 common shares at $0.41 per share for the acquisition of Plymouth Rock USA (Note 12). In addition, on November 1, 2018, the Company issued 231,250 common shares at $0.69 per share as finder's fees to complete the acquisition.

During the year ended November 30, 2017:

On February 15, 2017, the Company issued 300,000 common shares valued at $6,000 for the acquisition of exploration and evaluation assets.

On November 28, 2017, the Company issued a total of 125,000 optionscommon shares at a price of $0.15 per share, for gross proceeds of $18,750, (Note 4). The funds were received subsequentfor options exercised by a former director of the Company.

On November 30, 2017, the Company issued 5,500,000 common shares at a price of $0.10 per share for total gross proceeds of $550,000, pursuant to the year end.private placement previously announced on November 10, 2017. The Company also issued 490,500 common shares at a price of $0.10 per share valued at $49,050 as finder's fees.

As of November 30, 2017, the Company had subscription receivable balance of $428,000 (2016: Nil) for the common shares issued for the private placement on November 30, 2017 and $18,750 for commons share issued for options exercised by a former director on November 28, 2017 recorded in due from related party.

As at November 30, 2017, $2,625 (20162019, the Company has 810,000 common shares (November 30, 2018 - $Nil)3,000,000) held in escrow.

Stock Options

On November 12, 2014 the Company adopted an incentive stock option plan (the "Option Plan") which provides that the Board of prepayment was made to the CFODirectors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, nontransferable options to purchase common shares, provided that the number of common shares reserved for consulting servicesissuance will not exceed 10% of the issued and outstanding common shares in the capital of the Company at the time of granting of options. 

On January 16, 2019, the Company granted 2,300,000 stock options, which are exercisable for a period of five years, at a price of $0.60 per share. During the year, 150,000 of these stock options were cancelled. The remaining 2,150,000 stock options vest as follows: (i) 1,075,000 options on January 15, 2020, (ii) 268,750 options on April 15, 2020, (iii) 268,750 options on July 15, 2020, (iv) 268,750 options on October 15, 2020, and (v) 268,750 options on January 15, 2021.

The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.54, volatility 100%, risk-free rate 1.93%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be provided subsequent$913,140, which will be expensed over the vesting period.

On March 21, 2019, the Company granted an aggregate of 350,000 incentive stock options to year-endedconsultants of the Company with an exercise price of $0.60 per share for a period of five years from the date of grant. The stock options vest as follows: (i) 175,000 options on March 20, 2020, (ii) 43,750 options on June 20, 2020, (iii) 43,750 options on December 20, 2020, (iv) 43,750 options on March 20, 2021, and (v) 43,750 options on June 20, 2021. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.57, volatility 100%, risk-free rate 1.56%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $147,613, which will be expensed over the vesting period.


On November 29, 2019, the Company granted an aggregate of 650,000 incentive stock options to consultants and a director of the Company with an exercise price of $0.50 per share for a period of five years from the date of grant. The stock options vest as follows: (i) 325,000 options on November 30, 2017. No amount is due from any other2020 and (ii) 325,000 options on November 30, 2021. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.49, volatility 100%, risk-free rate 1.49%, dividend yield 0%, and expected life of 5 years. With these assumptions, the Company’s directors, officers and related entitiesfair value of options was determined to be $236,809, which will be expensed over the Company’s directors and officers.vesting period.

- 20 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

8.

SUPPLEMENTAL CASH FLOW INFORMATION

During the yearsyear ended November 30, 20172019, 150,000 options issued to a director and 2016, the Company incurred non-cash financing and investing activities as follows:a consultant were cancelled before vested.

   November 30, 2017  November 30, 2016 
 Non-cash financing activities:      
    Fair value of options exercised$ 10,907 $ - 
    Shares issued for finder's fees 49,050  - 
    Subscription receivable 428,000  - 
 Non-cash investing activities:      
  Shares issued for exploration and evaluations assets$6,000 $ - 

9.

COMMITMENTS

On October 31, 2017, the Company entered into one-year lease agreement for leased premises in Vancouver, British Columbia, commencing November 1, 2017 and ending on October 31, 2018. The minimum base rent is $2,500 per month.

10.

INCOME TAXES

The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amountsStock-based compensation recognized in the statement of operations and comprehensiveprofit or loss for the yearsyear ended November 30, 20172019 amounted to $692,091 (2018 - $Nil).

Stock option transactions and 2016:

   2017  2016  2015 
           
 Net loss before tax and comprehensive loss$ (115,989)$ (108,087)$ (89,433)
 Statutory tax rate 26.00%  26.00%  26.00% 
 Expected income tax (recovery) (30,157) (28,103) (23,253)
 Non-deductible items -  21  - 
 Change in deferred tax asset not recognized 30,157  28,082  23,253 
 Income tax expense (recovery)$ - $ - $ - 

Deferred taxes reflect the tax effectsnumber of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding values for tax purposes. Deferred tax assets (liabilities) at November 30, 2017 and 2016 are comprised of the following:

   2017  2016 
        
 Exploration and evaluation assets$ (95,012)$ (95,012)
 Non-capital losses carryforwards 95,012  95,012 
 Net deferred tax asset$ - $ - 

- 21 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

10.

INCOME TAXES (continued)

The unrecognized deductible temporary differencesstock options outstanding as at November 30, 20172019 and 20162018 are comprised ofsummarized as follows:

  Number of  Weighted  Average 
  Options  Exercise Price 
Balance, November 30, 2017 750,000 $0.17 
Exercised (625,000)$0.14 
Balance, November 30, 2018 125,000 $0.30 
Granted 3,300,000 $0.58 
Exercised (125,000)$0.30 
Expired (150,000)$0.60 
Balance, November 30, 2019 3,150,000 $0.58 

Expiry Date

Exercise Price

Numbers of options outstanding

Numbers of options exercisable

Weighted average remaining contractual life (year)

Weighted average exercise price

 

$

 

 

 

$

January 15, 2024

0.60

2,150,000

              - 

              2.82

0.60

March 20, 2024

0.60

350,000

              - 

              0.48

0.60

November 28, 2024

0.50

650,000

              - 

              1.03

0.50

 

 

3,150,000

              - 

              4.33

0.58



Share Purchase Warrants

As at November 30, 2019, the following:Company has no outstanding share purchase warrants. Transactions for the year are summarized below:

   2017  2016 
        
 Non-capital losses carryforwards$ 554,298 $ 417,075 
 Financing costs 48,265  18,050 
 Cumulative eligible capital 270  270 
 Total unrecognized deductible temporary differences$ 602,833 $ 435,395 
  Number of Warrants Weighted  Average Exercise Price 
Balance, November 30, 2017 2,640,000 $0.10 
Warrants granted 3,567,275 $0.58 
Warrants exercised (2,045,000)$0.10 
Balance, November 30, 2018 4,162,275 $0.51 
Warrants expired (3,251,975)$0.60 
Warrants exercised (910,300)$0.21 
Balance, November 30, 2019 - $0.00 

RISKS RELATED TO OUR BUSINESS

The Company believes that the following risks and uncertainties may materially affect its success.

Limited Operating History

The Company has non-capitalonly started generating revenues this period.  The Company was incorporated on October 17, 2011 and has yet to generate a profit from its activities.  The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective.  The Company anticipates that it may take several years to achieve positive cash flow from operations.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Company's current and planned operations will be required.  No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Revenues, taxes, transportation costs, capital expenditures, operating expenses and development costs are all factors which will have an impact on the amount of additional capital that may be required.  To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders.  Debt financing, if available, may also involve restrictions on financing and operating activities.  There is no assurance that additional financing will be available on terms acceptable to the Company or at all.  If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion and pursue only those development plans that can be funded through cash flows generated from its existing operations.

Regulatory Requirements

The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that all permits which the Company may require for the facilities and conduct of operations will be obtainable on reasonable terms or that such laws and regulation would not have an adverse effect on any development project which the Company might undertake.


Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.  Parties engaged in operations may be required to compensate those suffering losses or damages and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulation and permits governing operations and activities of companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or development costs or require abandonment or delays in the development of new projects.

Financing Risks and Dilution to Shareholders

The Company will have limited financial resources, no operations and hardly have revenues. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favorable terms or at all.  It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

Competition

There is competition within the security screening and threat detection market. The Company will compete with other companies, many of which have greater financial, technical and other resources than the Company, as well as for the recruitment and retention of qualified employees and other personnel.

Intellectual Property

The Company has developed security screening technologies that are adequate to counter various threats. The Company may be unable to prevent competitors from independently developing or selling products similar to or duplicate of the Company, and there can be no assurance that the resources invested by the Company to protect the Intellectual Property will be sufficient. The Company may be unable to secure or retain ownership or rights. In addition, the Company may be the target of aggressive and opportunistic enforcement of patents by third parties, including non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If the Company is found to infringe any third-party rights, it could be required to pay substantial damages, or it could be enjoined from offering some of products and services. Also, there can be no assurances that the Company will be able to obtain or renew from third parties the licenses it needs in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon on the performance of the directors and officers and the ability to attract and retain key personnel.  The loss carryforwards,of the services of these persons may have a material adverse effect on the Company's business and prospects.  The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers, or other qualified personnel required to operate its business.  Failure to do so could have a material adverse effect on the Company and its prospects.

Governmental Regulations and Processing Licenses and Permits

The activities of the Company are subject to various government approvals, various laws governing prospecting, development, land resumptions, production taxes, labor standards and occupational health, toxic substances and other matters.  Although the Company believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which no deferred tax assetcould limit or curtail production or development. Amendments to current laws and regulations governing operations and activities, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company. Further, the licenses and permits issued in respect of its projects may be subject to conditions that, if not satisfied, may lead to the revocation of such licenses.


Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director has been recognizeda material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and refrain from voting on any matter in respect of approximately $554,298 (2016: $417,075)such contract or agreement, subject to and in accordance with the BCBCA.  To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

Public Health Crisis

In March 2020, the World Health Organization declared a global pandemic known as COVID-19. The expected impacts on global commerce are expected to be far reaching. This will impact demand for the Company's products and services in the near term and will impact the Company's supply chains. It may also impact expected credit losses on the Company's receivables. The duration and impact of the COVID-19 outbreak is unknown at this time and it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its subsidiary, in future periods. The management is closely evaluating the impact of COVID-19 on the Company's business.

As certain of the Company's officers have other outside business activities and, thus, may not be in a position to devote all of their professional time to the Company, the Company's operations may be sporadic, which may result in periodic interruptions or suspensions.

FORWARD-LOOKING STATEMENTS

This MD&A may include certain "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategies competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A, the words "estimate", "plan", "anticipate", "expect", ''intend'', "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be carried forwardmaterially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that actual results of current exploration activities will differ, changes in project parameters as plans continue to apply againstbe refined, unavailability of financing, fluctuations in precious and/or base metals prices and other factors, as outlined in the Company's preliminary long form prospectus filed on SEDAR. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future income for Canadian income tax purposes, subjectevents could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.


CAPITAL MANAGEMENT

The Company considers its capital structure to include net residual equity of all assets, less liabilities. The Company's objectives when managing capital are to (i) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (ii) maintain a capital structure that allows the Company to pursue the development of its projects and products; and (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk.

The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies that may be engaged in the similar business of developing technologies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the final determination by taxation authorities, expiringbest interests of the Company and to disclose any interest they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the following years:

 Expiry   
 2033$ 40,708 
 2034 117,154 
 2035 122,790 
 2036 138,822 
 2037 134,824 
 TOTAL$ 554,298 

- 22 -



ALEXANDRA CAPITAL CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017 and 2016
(EXPRESSED IN CANADIAN DOLLARS)

11.

SUBSEQUENT EVENTS

On December 12, 2017,matter(s). In determining whether or not the Company issued 55,000 common shares for gross proceedswill participate in any project or opportunity, the directors will primarily consider the degree of $5,500 for warrants exercised.

On December 19, 2017,risk to which the Company issued 100,000 common shares for gross proceeds of $10,000 for warrants exercised.may be exposed and its financial position at the time.

On December 22, 2017, the Company issued 476,000 common shares for gross proceedsannounced the election of $47,600 for warrants exercised.

On December 22,2017, the Company elected Mr. Jeremy Poirier to its boardthe Company's Board of directors.

On December 27, 2017, the Company announced that it has arranged a non-brokered private placement of 7,000,000 common shares at a price of $0.50 per common share, for gross proceeds of $3,500,000, which is subject to regulatory approval.Directors.

On January 9,15, 2018 The Company announced strategic leadership changes by appointing Vivian Katsuris as President and Zara Kanji as Chief Financial Officer of the Company. Blake Olafson stepped down as a director, president and chief executive officer of the Company.

On October 31, 2018, the Company issued 476,000 common shares for gross proceedsappointed Dana Wheeler as a director, President and the CEO of $47,600 for warrants exercised.the Company. Vivian Katsuris has resigned as President of the Company but remains as the corporate secretary and a director.

On January 19,November 27, 2018, the Company issued 100,000 common shares for gross proceedsappointed Angelos Kostopoulos to its Board of $10,000 for warrants exercised.Directors, and Ioannis Tsitos resigned as a director of the Company.

On January 22, 2018,July 16, 2019, the Company issued 500,000 common shares for gross proceedsappointed Tim Crowhurst to its Board of $50,000 for warrants exercised.Directors.

On February 2, 2018,October 16, 2019, Jeremy Poirier resigned as a director of the Company.

On November 29, 2019, the Company issued 21,000 common sharesappointed George Stubos to its Board of Directors.


Current Directors and Officers of the Company are as follows:

Dana Wheeler, President, CEO and Director

Zara Kanji, CFO

Vivian Katsuris, Corporate Secretary and Director

Tim Crowhurst, Director

Angelos Kostopoulos, Director

George Stubos, Director

OUTLOOK

The Company's objective is to maximize the value of the Company for gross proceeds of $2,100 for warrants exercised.our shareholders, and our strategy to obtain this result is to focus on project evaluations and project generation. To proceed with this strategy, additional financings may be required during the current fiscal year.

See Note 1 and Note 7.ADDITIONAL INFORMATION

- 23 -Additional information relating to the Company can also be found on SEDAR at www.sedar.com.



ExhibitNo.

Exhibit

(3)

Articles of Incorporation and Bylaws

3.1

Certificate of Incorporation (incorporated by reference to the Registrant’sRegistrant's Form 20FR12G furnished to the Commission on September 11, 2015)

3.2

Notice of Articles (incorporated by reference to the Registrant’sRegistrant's Form 20FR12G furnished to the Commission on September 11, 2015)

3.3

Articles (incorporated by reference to the Registrant’sRegistrant's Form 20FR12G furnished to the Commission on September 11, 2015)

(10)

Material Contracts

10.1

Option Agreement dated February 17, 2014 between Eastland Management Ltd. and Alexandra Capital Corp. (incorporated by reference to the Registrant’sRegistrant's Form 20FR12G furnished to the Commission on September 11, 2015)

10.2

Stock Option Plan (incorporated by reference to the Registrant’sRegistrant's Form 20FR12G furnished to the Commission on September 11, 2015)

10.3

Amending Letter dated August 15, 2015 between Eastland Management Ltd. and Alexandra Capital Corp. (incorporated by reference to the Registrant’sRegistrant's Form 20FR12G furnished to the Commission on November 19, 2015)

10.4**

Letter of IntentShare Purchase Agreement dated October 31, 2018 with Plymouth Rock Technologies Inc. dated April 10, 2018USA and the Selling Shareholders of Plymouth Rock USA

10.5**

Assignment Agreement dated March 12, 2019 with Manchester Metropolitan University

10.6**

Memorandum of understanding with Abicom International Ltd. dated February 19, 2019

10.7**

Aerowave Binding Agreement dated October 16, 2019

12.1**

Section 302 Certification under Sarbanes-Oxley Act of 2002 for Vivian KatsurisDana Wheeler

12.2**

Section 302 Certification under Sarbanes-Oxley Act of 2002 for Zara Kanji

13.1**

Section 906 Certification under Sarbanes-Oxley Act of 2002 for Vivian KatsurisDana Wheeler 

13.2**

Section 906 Certification under Sarbanes-Oxley Act of 2002 for Zara Kanji

** Filed herewith.

49


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ALEXANDRA CAPITAL CORP.PLYMOUTH ROCK TECHNOLOGIES INC.

(Registrant)

/s/Vivian KatsurisDana Wheeler

Vivian Katsuris

Dana Wheeler

President and Chief Executive Officer

(Principal Executive Officer)

 

/s/Zara Kanji

Zara Kanji

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: April 25, 201813, 2020