BeWhere : Audited Annual FS 2021 12 31

BeWhere Holdings Inc.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

(Expressed in Canadian Dollars)

BeWhere Holdings Inc.
Index to the Audited Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
Financial Statements
Independent Auditor's Report	Page 3-4
Consolidated Statements of Financial Position	Page 5
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)	Page 6
Consolidated Statements of Cash Flows	Page 7
Consolidated Statements of Changes in Shareholders' Equity	Page 8
Notes to the Consolidated Financial Statements	Pages 9-25

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of BeWhere Holdings Inc.

Opinion

We have audited the consolidated financial statements of BeWhere Holdings Inc. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2021 and 2020, and the consolidated statements of income (loss) and comprehensive income (loss), cash flows and changes in shareholders' equity for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "financial statements").

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

Basis for Opinion

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

Emphasis of Matter

We draw attention to Note 1 to the financial statements, which indicates that the Company is not able to finance its day to day activities through current operations. As stated in Note 1, these events along with other matters set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

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

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

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

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

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

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

• • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• • Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

April 13, 2022

BeWhere Holdings Inc.

Consolidated Statements of Financial Position (Expressed in Canadian Dollars)

ASSETS

Current Assets

Cash and cash equivalents

Trade receivables (Note 4 and 15) HST and other receivables Prepaid expenses (Note 5) Inventory (Note 6)

Total current assets

As at December 31, 2021

As at December 31, 2020

$

2,558,673 $ 2,466,630 1,228,022 1,377,678

12,921 49,893

238,121 243,199

859,202 4,896,939

1,094,581 5,231,981

Intangible assets - net (Note 7)

Property and equipment - net (Note 8)

Total assets

LIABILITIES

Current Liabilities

Accounts payable and accrued liabilities (Notes 9 and 11)

Deferred revenue (Note 15)

Total current liabilities

Long-term Liabilities

Loan from Government of Canada (Note 12)

Deferred revenue (Note 15)

Total liabilities

SHAREHOLDERS' EQUITY

Capital stock (Note 14)

Share-based payment reserve (Note 14) Deficit

Total shareholders' equity

Total liabilities and shareholders' equity

Nature of business and going concern (Note 1)

Subsequent events (Note 18)

736,854 401,678

23,415 6,536

$

5,657,208

$

$

• 912,415 $ 93,562

1,005,977 1,524,990

34,709 23,916

32,339 50,962

1,073,025

11,001,988 10,881,983

2,349,137 2,341,807

(8,766,942)

4,584,183

$

5,657,208

$

These consolidated financial statements are authorized for issue by the Board of Directors on April 13, 2022.

They are signed on the Company's behalf by:

"Rajiv Khanna" Rajiv Khanna, CFO

"Owen Moore" Owen Moore, CEOThe accompanying notes form an integral part of these consolidated financial statements.

5,640,195

1,506,549 18,441

1,599,868

(9,183,463) 4,040,327

5,640,195

5