SPARQ : June 30, 2020

MJ Innovation Capital Corp.

(A Capital Pool Company)

Audited Financial Statements

For the financial year ended June 30, 2020 and the period from incorporation (November 13, 2018) to June 30, 2019

Independent Auditor's Report

To the Shareholders of MJ Innovation Capital Corp.:

Opinion

We have audited the financial statements of MJ Innovation Capital Corp. (the "Corporation"), which comprise the statements of financial position as at June 30, 2020 and June 30, 2019, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year ended June 30, 2020 and for the period from November 13, 2018 (date of incorporation) to June 30, 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at June 30, 2020 and June 30, 2019, and its financial performance and its cash flows for the year ended June 30, 2020 and for the period from November 13, 2018 to June 30, 2019 in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Other Information

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

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

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

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

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

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

Toronto, Ontario	Chartered Professional Accountants
October 28, 2020	Licensed Public Accountants

MJ Innovation Capital Corp.

(A Capital Pool Company)

For the financial year ended June 30, 2020 and the period from incorporation (November 13, 2018) to June 30, 2019 (Expressed in Canadian Dollars)

TABLE OF CONTENTS

Audited Statements of Financial Position	2
Audited Statements of Loss and Comprehensive Loss	3
Audited Statements of Changes in Shareholders' Equity	4
Audited Statements of Cash Flows	5
Notes to the Audited Financial Statements	6-12

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MJ Innovation Capital Corp.

(A Capital Pool Company)

Audited Statements of Financial Position

(Expressed in Canadian Dollars)

		June 30,			June 30,
As at		2020		2019
Assets
Current Assets
Cash	$	314,416		69,910
Deferred offering costs		-	15,000
Total assets	$	314,416				84,910
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	37,190		59,082
Total Liabilities	$	37,190				59,082

Shareholders' Equity

Share capital (Note 3)	$	405,915
Contributed surplus (Note 3)		66,507
Accumulated deficit		(195,196)
Total shareholders' equity	$	277,226

95,298

-

(69,470)

25,828

Total liabilities and shareholders' equity

$

314,416

84,910

Nature of operations (Note 1)

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

Approved by the Board	"Richard Kimel"		"Bryan Van Engelen"
	Director		Director

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