Plus 2021

PLUS PRODUCTS INC.
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in U.S. Dollars unless otherwise noted)
To the Shareholders of
Plus Products Inc.
Opinion
the consolidated statement of financial position as at December 31, 2020 and the consolidated statements of loss and
financial statements, including a summary of significant accounting policies.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the
Company as at December 31, 2020, and its financial performance and its cash flows for the year then ended in accordance
with International Financial Reporting Stan
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section
of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit
of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide
a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company has an accumulated
deficit of $50,594,383 as at December 31, 2020, and for the year ended December 31, 2020, incurred net loss of $9,456,256.
As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on
Other Matters
The consolidated financial statements of Plus Products Inc. for the year ended December 31, 2019 were audited by another
auditor who expressed an unmodified opinion on those statements on May 6, 2020.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally
accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease
to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Company to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Vancouver, Canada Chartered Professional Accountants
April 6, 2021
PLUS PRODUCTS INC.
Consolidated Statements of Financial Position
(Expressed in U.S. Dollars)
As at December 31, As at December 31,
Note 2020 2019
$ $
Assets
Current
Cash and cash equivalents 11,578,213 15,176,184
Trade receivables 1,932,986 4,040,183
Prepaids and deposits 6 290,076 1,262,269
Taxes recoverable 21 108,098 112,377
Note receivable 7 145,520 200,000
Inventory 8 2,225,331 3,872,175
16,280,224 24,663,188
Non-current
Prepaids and deposits 6 867,495 789,521
Property and equipment 9 2,188,784 3,703,597
Intangible assets 4, 10 40,441 98,665
Deferred tax asset 21 2,109,704 -
Total assets 21,486,648 29,254,971
Liabilities
Current
Accounts payable and accrued liabilities 11 1,304,848 2,289,393
Current portion of vehicle loans 28,751 27,753
Current portion of lease liabilities 12 242,125 284,588
Current portion of convertible debentures 13 19,331,949 -
20,907,673 2,601,734
Non-current
Vehicle loans 108,688 137,588
Lease liabilities 12 420,305 1,028,218
Convertible debentures 13 - 17,188,223
Total liabilities 21,436,666 20,955,763
Shareholders' equity
Share capital 14 41,962,392 41,782,711
Reserves 14 9,362,064 7,884,184
Deficit (50,594,383) (41,138,127)
Accumulated other comprehensive loss (680,091) (229,560)
Total shareholders' equity 49,982 8,299,208
Total liabilities and shareholders' equity 21,486,648 29,254,971
Nature of operations and going concern (Note 1)

Commitments (Note 20)
Events after the reporting period (Note 22)
Approved on behalf of the Board of Directors on April 6, 2021:
"Craig Heimark" "Jacob Heimark "

Director Director
The accompanying notes are an integral part of these consolidated financial statements.
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PLUS PRODUCTS INC.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in U.S. Dollars, except number of shares)
Year Ended December 31,
Note 2020 2019
$ $
Revenue 15,863,446 13,850,351
Cost of sales 10,242,500 11,091,720
Gross margin 5,620,946 2,758,631
Operating expenses
Advertising and promotion 1,608,938 7,163,051
Depreciation and amortization 9, 10 100,787 39,465
Consulting fees 652,966 1,852,249
General and administrative 1,448,158 2,064,426
Meals and travel expenses 178,291 1,036,303
Professional fees 1,322,387 3,242,096
Regulatory fees 35,140 24,835
Research and development 37,698 179,003
Salaries and benefits 15 5,942,266 6,825,547
Provision for expected credit losses 16 675,964 1,571,666
Share-based compensation 14(f)(h) 1,912,894 3,560,342
Loss from operations (8,294,543) (24,800,352)
Other (income) expense

Interest and other income (41,836) (106,424)
Accretion finance income 5 (161,303) (121,260)
Accretion expense 13 1,701,370 1,437,344
Interest expense 1,674,424 1,439,655
Foreign exchange loss (gain) 58,063 (19,921)
Loss on deemed financing benefit 5 - 408,841
Gain on lease termination (12,900) -
Loss on sale of fixed assets 28,289 -
Impairment of property and equipment 9 10,765 1,570,896
Impairment of intangible assets and goodwill 10 - 803,159
Loss before income taxes (11,551,415) (30,212,642)
Income tax (recovery) expense 21 (2,095,159) 13,820
Net loss for the year (9,456,256) (30,226,462)
Currency translation adjustment 450,531 229,560

Loss and comprehensive loss for the year (9,906,787) (30,456,022)
Weighted average common shares outstanding:

Basic and diluted 41,748,380 30,656,764
Loss per share:

Basic and diluted (0.23) (0.99)
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PLUS PRODUCTS INC.
Consolidated Statement of Changes in Equity
(Expressed in U.S. Dollars, except number of shares)
Class A Common
Shares Common Shares Class B Common Shares
(Proportionate) (Subordinate) (Subordinate B) Accumulated
Number other Total
of Number of Number of comprehensive
shares Amount shares Amount shares Amount Reserves Deficit loss equity
# $ # $ # $ $ $ $ $
Balance, December 31, 2018 153,226 2,539,834 24,330,799 31,525,357 - - 2,391,055 (10,776,340) - 25,679,906
Proportionate shares converted to subordinate (Notes 14(c)(d)) (59,800) (1,162,239) 5,979,976 1,162,239 - - - - - -
Proportionate shares returned to treasury (Note 14(c)) (1,896) - - - - - - - - -
Proportionate shares issued on warrant exercise (Notes 14(c)(g)) 4,042 954,422 - - - - (111,871) - - 842,551
Subordinate shares issued on warrant exercise (Notes 14(d)(g)) - - 3,157,212 5,926,865 - - (828,185) - - 5,098,680
Proportionate shares issued for RSUs (Notes 14(c)(h)) 294 95,294 - - - - (95,294) - - -
Subordinate shares issued on RSUs (Notes 14(d)(h)) - - 30,546 138,275 - - (138,275) - - -
Value of warrants and conversion option on issuance of convertible
debentures units (Notes 13 and 14(g)) - - - - - - 2,385,758 - - 2,385,758
Subordinate shares and warrants issued for services (Notes 14(d)(g)) - - 318,471 598,642 - - 446,164 - - 1,044,806
Subordinate shares issued on conversion of debt (Notes 13 and
14(d)(g)) - - 769 4,022 - - (246) - - 3,776
Share-based compensation options and RSUs vested (Notes 14(f)(h)) - - - - - - 3,835,078 - - 3,835,078
Impact of the adoption of IFRS 16 - - - - - - - (135,325) - (135,325)
Restructuring of the GOOD earn-out shares held in escrow (Notes 4 and
14(h)) - - (167,653) - - - - - - -
Loss and comprehensive loss for the year - - - - - - - (30,226,462) (229,560) (30,456,022)
Balance, December 31, 2019 95,866 2,427,311 33,650,120 39,355,400 - - 7,884,184 (41,138,127) (229,560) 8,299,208
Proportionate shares converted to subordinate (Notes 14(c)(d)) (4,904) (130,530) 490,433 130,530 - - - - - -
Subordinate shares converted to Class B Common shares (Notes 14(d)(e)) - - (75,500) (87,721) 15,100,000 87,721 - - - -
Proportionate shares issued for RSUs (Notes 14(c)(h)) 942 304,943 - - - - (304,943) - - -
Subordinate shares issued for RSUs (Notes 14(d)(h)) - - 18,500 69,839 - - (69,839) - - -
Subordinate shares and warrants cancelled for services
(Notes 14(d)(g)) - - (159,235) (299,321) - - - - - (299,321)
Share-based compensation options and RSUs vested (Notes 14(f)(h)) - - - - - - 1,956,882 - - 1,956,882
Shares cancelled resulting from termination (Notes 14(d)) - - (50,000) (57,844) - - 57,844 - - -
Restructuring of the GOOD earn-out shares held in escrow (Notes 4 and
14(h)) - - - 162,064 - - (162,064) - - -
Loss and comprehensive loss for the year - - - - - - - (9,456,256) (450,531) (9,906,787)
Balance December 31, 2020 91,904 2,601,724 33,874,318 39,272,947 15,100,000 87,721 9,362,064 (50,594,383) (680,091) 49,982
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PLUS PRODUCTS INC.
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
Year Ended December 31,
Note 2020 2019
$ $
Cash flows used in operating activities
Loss for the year (9,456,256) (30,226,462)
Non-cash items:
Depreciation and amortization 9, 10 888,841 1,026,002
Accretion, net 5, 13 1,540,067 1,316,084
Interest expense 1,674,424 1,439,655
Income tax expense (recovery) 21 (2,095,159) 13,820
Shares issued for services 14(d) (299,321) 1,044,806
Share-based compensation 14(f)(h) 1,956,882 3,835,078
Provision for expected credit losses 675,964 1,571,666
Loss on deemed financing benefit - 408,841
Impairment of property and equipment 10,765 1,570,896
Impairment of intangible assets and goodwill - 803,159
Gain on lease termination (12,900) -
Loss on sale of fixed assets 28,289 -
Changes in operating assets and liabilities:
Trade receivables 1,568,305 (3,802,818)
Prepaids and deposits 922,729 (1,923,232)
Inventory 1,646,844 (3,241,838)
Note receivable 54,480 (400,000)
Accounts payable and accrued liabilities (999,114) 277,522
Income taxes payable (22,722) (169,534)
Net cash used in operating activities (1,917,882) (26,456,355)
Cash flows provided by (used in) investing activities

Purchase of intangible assets - (116,448)
Purchase of property and equipment 9 (80,829) (3,009,763)
Proceeds from sale of equipment 9 313,639 -
Net cash provided by (used in) investing activities 232,810 (3,126,211)
Cash flows provided by (used in) financing activities

Proceeds from issuance of loan payable - 179,039
Proceeds from issuance of shares, net of share
issuance costs - 5,941,231
Proceeds from issuance of convertible debentures units,
13
net of share issuance costs - 17,910,854
Repayments of vehicle payable (27,902) (13,698)
Payments for lease liabilities 12 (372,336) (400,266)
Interest paid on vehicle loans and convertible debenture (1,512,661) (1,256,997)
Net cash provided by (used in) financing activities (1,912,899) 22,360,163
Change in cash and cash equivalents (3,597,971) (7,222,403)

Cash and cash equivalents, beginning of the year 15,176,184 22,398,587
Cash and cash equivalents, end of the year 11,578,213 15,176,184
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PLUS PRODUCTS INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2020 and 2019
NOTE 1 NATURE OF OPERATIONS AND GOING CONCERN
1055 West Georgia Street, Vancouver, BC V6E

4N7. On October 26, 2018, the Company completed an initial public offering whereby its subordinate voting shares
Plus Products is a Canadian-listed cannabis company with operations in the U.S. specializing in the development,
manufacturing, marketing and sale of cannabis infused products in the state of California and Nevada. Its products
consist of cannabis-infused edibles, which the Company sells to both the regulated medicinal and adult-use, or
recreational markets.
In Q1 2020, there was a global outbreak of COVID-19, which continues to evolve. Plus has responded by reducing
business travel while continuing core operations, which have remained relatively stable throughout 2020. The extent
to which the COVID-19 coronavirus may impact the Company will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, such as the duration of the outbreak, continued travel restrictions,
social distancing, business closures or business disruptions, and the effectiveness of actions taken in the United States
and other countries to contain and treat the disease.
Going concern
The Company is currently in the product development and expansion stage with operations in California and Nevada
for its cannabis line, along with a CBD line which can be shipped to most states in the U.S. The Company may seek
additional capital, as well as consider mergers, acquisitions, joint ventures, partnerships and other business
arrangements to expand its product offerings in the cannabis industry and grow its revenues.
These consolidated financial statements (the

which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future. The Company has incurred losses from inception and as at December 31, 2020, has not
generated sufficient revenue to fund operations. The Company has an accumulated deficit of $50,594,383 as at
December 31, 2020, (December 31, 2019 $41,138,127) and for the year ended December 31, 2020, incurred net
losses of $9,456,256 (2019 - $30,226,462). For the year ended December 31, 2020, the Company had net cash used
in operating activities of $1,917,882 (2019 - $26,456,355).
operations, to convert its debentures into shares, or obtain the necessary financing to meet its near and long term
obligations such that it can repay its liabilities when they become due. Management plans to continue its efforts to
consider additional external financing through the issuance of equity and debt to finance the operations, expansion,
and capital expenditures of the Company; however, there can be no certainty that such funds will be available on a
timely basis and on terms acceptable to the Company. These conditions indicate the existence of material uncertainties
ntinue as a going concern. The financial statements
do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that
might be necessary should the Company be unable to continue as a going concern.
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PLUS PRODUCTS INC.
NOTE 2 BASIS OF PRESENTATION
(a) Statement of compliance
These financial statements were approved by the Directors of the Company and authorized for issue on April 6, 2021.
These financial statements have been prepared in accordance with International Financial Reporting Standards
Financial Reporting Interpretations Committee.
(b) Basis of preparation and consolidation
These financial statements have been prepared on a historical cost basis, except for certain financial assets and
liabilities which are measured at fair value, or amortized cost, as applicable. The presentation currency is the U.S.
dollar; therefore, all amounts are presented in U.S. dollars unless otherwise noted. Balances presented in Canadian
dollars are referenced as C$.
These financial statements include the accounts of the Company and its wholly owned subsidiaries, Plus Holdings
Nevada, Plus Wonders LLC, Plus Products Services LLC, Carberry LLC
, Uplift Services LLC and Josiah Distribution LLC. All intercompany transactions and balances have been
eliminated on these financial statements.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of loss
and comprehensive loss from the effective date of acquisition up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the results of subsidiaries to bring their accounting policies into line with
those used by the Company.
(c) Critical accounting judgments and estimates
The preparation of these financial statements in accordance with IFRS requires management to use judgment in
applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are
continu
future events that are believed to be reasonable under the circumstances. Actual results may differ from these
estimates.
Critical judgments exercised in applying accounting policies, apart from those involving estimates, that have the most
significant effect on the amounts recognized in the financial statements are as follows:
i. Functional currency
The functional currency for each of the

environment in which the respective entity operates; the Company has determined the functional currency of
each entity to be the U.S. dollar, except for the parent entity which has been determined to be the Canadian
dollar. Such determination involves certain judgments to identify the primary economic environment. The
Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions
which determine the primary economic environment.
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PLUS PRODUCTS INC.
NOTE 2 BASIS OF PRESENTATION (continued)
Estimates and assumptions exercised in applying accounting policies that have the most significant effect on the
amounts recognized in the financial statements are as follows:
ii. Impairment of long-lived assets
Property and equipment are tested for impairment when events or changes in circumstances indicate that the
carrying value may not be recoverable. For the purpose of impairment testing, assets that cannot be tested
individually are grouped together into the smallest group of assets that generates cash inflows from continuing
use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit,
or "CGU"). Management reviews indicators of impairment and uses judgments and estimates to consider
discontinued use, idleness, costs above recoverable value and reduction in expected economic value. The
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and risk specific to the asset. The recoverable
amount of an asset or a CGU is the higher of its fair value, less costs of disposal, and its value in use. An
iii. Provisions
Provisions recognized in the financial statements involve judgments on the occurrence of future events, which
could result in a material outlay for the Company. In determining whether an outlay will be material, the
Company considers the expected future cash flows based on facts, historical experience and probabilities
associated with such future events. Uncertainties exist with respect to estimates made by management and as a
result, the actual expenditure may differ from amounts currently reported.
s to financial assets measured at amortized cost. In determining

t of ECLs based on a range of
outcomes, the discount rate that reflects the effective interest rate of the asset and other information available as
of the reporting date relating to past events, current conditions and forecasts regarding future economic
conditions.
iv. Estimated useful life, depreciation and amortization
Management estimates the useful lives of property and equipment, and intangible assets based on the period
during which the assets are expected to be available for use. The amounts and timing of recorded expenses for
depreciation of property and equipment or amortization of intangibles for any period are affected by these
estimated useful lives. The estimates are reviewed at least annually and are updated if expectations change as a
result of physical wear and tear, technical or commercial obsolescence and legal or other limits to use. It is
possible that changes in these factors may cause significant changes in the estimated useful lives of the
v. Determination of share-based payments
The estimation of share-based payments (including stock options and warrants) requires the selection of an
appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The
model used by the Company is the Black-Scholes valuation model at the date of the grant. The Company makes
estimates as to the volatility, the probable life, dividend yield and the time of exercise, as applicable. The
expected volatility is based on the average volatility of the Company shares in the public market to date. The
expected life is based on Company estimates and historical data. These estimates may not necessarily be
indicative of future actual patterns. The Company applies the proportionate method in allocating the fair value
of share-based payments when issued in units with other equity or financial instruments.
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PLUS PRODUCTS INC.
NOTE 2 BASIS OF PRESENTATION (continued)
vi. Income taxes
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative
assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the
reporting period. However, it is possible that at some future date an additional liability could result from audits
by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that
were initially recorded, such differences will affect the tax provisions in the period in which such determination
is made.
The Company's effective income tax rate can vary significantly for various reasons, including the mix and
volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets
have been recognized because management believed it was not probably that future taxable profit would be
available against which income tax losses and deductible temporary differences could be utilized.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
a) Foreign currency translation
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at
the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated
rrency at the then prevailing rates and non-monetary items measured at historical
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates
different from those at which they were translated on initial recognition during the period or in previous financial
statements are included in the consolidated statement of loss and comprehensive loss for the period in which they
arise.
The results of operations of the parent entity, which has a

presentation currency, are translated into U.S. dollars at appropriate average rates of exchange during the period.
The assets and liabilities of the parent entity operations are translated to U.S. dollars at rates of exchange in effect
at the end of the period. Gains or losses arising on translation to U.S. dollars at period end are recognized in
accumulated other comprehensive income (loss) as a translation adjustment.
b) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits held with banks, and other highly liquid short-term
investments that are readily convertible to cash and have maturities with terms of less than ninety days and/or
with original maturities over ninety days but redeemable on demand without penalty.
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PLUS PRODUCTS INC.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)
c) Inventory
Inventories of raw product and packing materials are valued initially at cost and subsequently at the lower of
cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Cost is determined using the first-in first-out basis. The Company reviews inventory for obsolete and slow-
moving goods and any such inventory is written down to net realizable value.
d) Property and equipment
Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment
losses.
only when it is probable that future economic benefits associated with the item will flow to the Company and
the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other
repairs and maintenance are charged to the consolidated statement of loss and comprehensive loss during the
financial period in which they are incurred.
Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and are
recognized in the consolidated statement of loss and comprehensive loss.
Depreciation is calculated on a straight-line method to write off the cost of the assets to their residual values over
their estimated useful lives. No depreciation is recorded where an asset is in development and not yet ready for
its intended use. The depreciation rates applicable to each category of property and equipment are as follows:
Class of property and equipment Depreciation rate

Computer and office equipment 3 years
Machinery and equipment 3 years
Leasehold improvement Shorter of 3 years or lease term
Furniture and fixtures 4 years
Vehicles Lease term
e) Impairment of non-financial assets
-financial assets (which include property and equipment and

intangible assets) is reviewed at each reporting date to determine whether there is any indication of impairment.
If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statement
of loss and comprehensive loss.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the
smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or groups of assets (the cash-generating unit, or "CGU"). The recoverable amount of an
asset or a CGU is the higher of its fair value, less costs of disposal, and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects the current market assessments of the time value of money and the risks specific to the
asset or cash generating unit to which it belongs. Assets that have an indefinite useful life (which includes
goodwill) are not subject to amortization and are tested annually for impairment.
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PLUS PRODUCTS INC.
An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and
there has been a change in the estimates used to determine the recoverable amount. Any reversal of impairment
cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have
been determined had no impairment loss been recognized in previous years. Impairment losses on goodwill are
not subsequently reversed.
f) Intangible Assets
website are recognized at cost less any accumulated amortization and

any impairment losses. All website related costs are amortized over a period of 2 years. Intangible assets with
indefinite lives will be tested for impairment annually.
g) Goodwill
Goodwill arises from business combinations and is determined as the excess of the fair value of the consideration
transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets
acquired and liabilities assumed as of the acquisition date. Goodwill acquired in a purchase business combination
and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or
more frequently if events and circumstances exists that indicate that a goodwill impairment test should be
performed.
h) Provisions
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past
event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount
of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from
a contract are lower than the unavoidable cost of meeting its obligations under the contract.
i) Revenue recognition
Revenue recognized by the Company represents the fair value of consideration received or receivable from
customers for services provided by the Company, net of discounts and sales taxes. The Company generates
revenue from the sales of products to its distribution customers and recognizes revenue when performance
obligations have been met. Typically, this happens when title passes upon receipt of the product by distribution
s manufacturing facility. At one smaller distributor added in 2019, sales are made on
consignment and revenue is not recognized until title passes upon delivery of the product by that distributor to
their dispensary customers. A portion of sales are recognized through a direct to consumer e-commerce model.
Revenue on these sales is recognized upon shipment to the customer.
When considering whether the Company has satisfied its performance obligation in order to recognize revenue,
it considers the indicators of the transfer of control, which include, but are not limited to, whether the Company
has a present right to payment, the customer has legal title to the product, the Company has transferred physical
possession of the product to the customer, and the customer has the significant risks and rewards of ownership
of the product.
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PLUS PRODUCTS INC.
j) Share-based payments
From time to time, the Company grants share options, warrants and restricted share units
and non-employees. An individual is classified as an employee, versus a non-employee, when the individual is
an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a
direct employee.
Equity instruments granted to non-employees for services are recorded in the consolidated statement of loss and
comprehensive loss at the fair value of the goods or services received.
When the value of goods or services received in exchange for a share-based payment cannot be reliably
estimated, the fair value is measured by reference to the fair value of the equity instruments granted which is
determined using of a valuation model.
The fair value of share options and warrants are measured using the Black-Scholes option pricing model at the
date, both of which are charged to the consolidated statement of loss and comprehensive loss over the vesting
period. Performance vesting conditions and forfeitures are taken into account by adjusting the number of equity
instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over
the vesting period is based on the number of options that eventually vest.
Where the terms and conditions of share-based payments are modified before they vest, any change in the fair
value, measured immediately before and after the modification, is also charged to the consolidated statement of
loss and comprehensive loss over the remaining vesting period.
-
transferability, exercise restrictions, and behavioral considerations.
Reserves are comprised of share option, warrant, RSU, conversion option and contributed surplus reserves. All
equity-settled share-based payments are recorded in share option, warrant, RSU or conversion option reserve
until exercised (or issued as it relates to RSUs). Upon exercise (or issuance as it relates to RSUs), shares are
issued from treasury and the amount previously recorded in share option, warrant, RSU or conversion option
reserve is reclassified to share capital along with any consideration paid. All vested and unexercised share
options, warrants, RSUs and conversion options are reclassified from their respective reserve to contributed
surplus reserve.
k) Loss per share
Basic loss per share is calculated by dividing the loss available to common shareholders by the weighted average
number of shares outstanding during the reporting period. The diluted loss per share is calculated by dividing the
loss available to common shareholders by the weighted average number of shares outstanding on a diluted basis.
The weighted average number of shares outstanding on a diluted basis takes into account the additional shares
for the assumed exercise of share options and warrants, if dilutive. The number of additional shares is calculated
by assuming that outstanding share options were exercised and that the proceeds from such exercises were used
to acquire common shares at the average market price during the reporting period.
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PLUS PRODUCTS INC.
l) Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the
extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on
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 assets and liabilities are recognized on temporary differences, between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary
differences are not provided for amounts relating to goodwill not deductible for tax purposes, the initial
recognition of assets or liabilities that do not affect either accounting or taxable loss, or 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 statement of financial
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. To the extent that the Company does not consider it probably that a
deferred tax asset will be recovered, it is not recorded.
m) Financial instruments
Classification
The Company classifies its financial instruments under IFRS 9 as follows:
Financial assets and liabilities Classification under IFRS 9

Cash and cash equivalents Financial assets at amortized cost
Trade Receivables Financial assets at amortized cost
Deposits Financial assets at amortized cost
Note Receivable Financial assets at amortized cost
Accounts payable and accrued liabilities Financial liabilities at amortized cost
Convertible debenture Financial liabilities at amortized cost
Vehicle Loans Financial liabilities at amortized cost
The Company recognizes financial assets and liabilities on its consolidated statement of financial position when
it becomes a party to the contract creating the asset or liability. On initial recognition, all financial assets and
liabilities are recorded by the Company at fair value, net of attributable transaction costs, except for financial
expensed in the period in which they are incurred.
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PLUS PRODUCTS INC.
Amortized cost
Financial assets that meet the following conditions are measured subsequently at amortized cost:
the financial asset is held within a business model whose objective is to hold financial assets in order to
collect contractual cash flows, and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition
minus the principal repayments, plus the cumulative amortization using effective interest method of any
difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income
is recognized using the effective interest method.
Fair value through other comprehensive income ("FVTOCI")
Financial assets that meet the following conditions are measured at FVTOCI:
The financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets, and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
The Company does not have any financial assets classified as FVTOCI.
On initial recognition, the Company may make an irrevocable election (on an instrument-by-instrument basis)
to designate investments in equity instruments that would otherwise be measured at fair value through profit or
loss to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not
permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer
in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus
transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in
fair value recognized in OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the
equity instrument, instead, it is transferred to retained earnings.
Financial assets measured subsequently at FVTPL
By default, all other financial assets are measured subsequently at FVTPL. The Company, at initial recognition,
may also irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly
reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or
liabilities or recognizing the gains and losses on them on different bases. Financial assets measured at FVTPL
are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in
profit or loss to the extent they are not part of a designated hedging relationship. Fair value is determined in the
manner described in Note 16.
The Company does not have any financial assets classified as FVTPL.
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PLUS PRODUCTS INC.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received,
net of direct issue costs. Repurchas
directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the
Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for
trading or designated as at FVTPL, are measured at amortized cost using effective interest method.
The Company's financial liabilities at amortized cost primarily include accounts payable and accrued liabilities,
vehicle loans, and convertible debentures.
Financial instruments designated as hedging instruments
The Company does not currently apply nor have a past practice of applying hedge accounting to financial
instruments.
Impairment
The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other
than financial assets measured at fair value through profit or loss. 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 assesses whether a
financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-
impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances
in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants.
For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss
allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss
allowances for expected credit losses are presented in the consolidated statement of financial position as a
deduction from the gross carrying amount of the financial asset. Financial assets are written off when the
Company has no reasonable expectations of recovering all or any portion thereof. Financial assets, that are
assessed as not being credit-impaired at the reporting date, are presented in the consolidated statement of
financial position at amortized cost.
n) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Company's
Chief Executive Officer. The Chief Executive Officer, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the person who makes strategic decisions as the
development, manufacturing, marketing and sale of cannabis infused products in the state of California and
Nevada
liabilities.
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PLUS PRODUCTS INC.
o) Leases
At inception of a contract, the Company assesses whether the contract is, or contains a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Company assesses whether:
The contract involves the use of any identified assets: this may be specified explicitly or implicitly, and
should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
If the supplier has a substantive substitution right, then the asset is not identified;
The Company has the right to obtain substantially all of the economic benefits from use of the asset
throughout the period of use; and
The Company has the right to direct the use of the asset. The Company has this right when it has the
decision-making rights that are most relevant to changing how and for what purpose the asset is used. In
rare cases where the decision about how and for what purpose the asset is used is predetermined, the
Company has the right to direct the use of the asset if either:
The Company has the right to operate the asset; or
The Company designed the asset in a way that predetermines how and for what purpose it will
be used.
As a lessee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentive received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date
to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term unless it is reasonably
certain that the Company will purchase or receive title to the asset at or before the end of the lease term, in which
case the asset is depreciated over its useful life regardless of the lease term. The estimated useful lives of right-of
use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset
is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Comp
Lease payments included in the measurement of the lease liability are comprised of the following:
Fixed payments, including in-substance fixed payments;
Amounts expected to be payable under a residual value guarantee; and
The exercise price under a purchase option that the Company is reasonably certain to exercise, lease
payments in an option renewal period if the Company is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Company is reasonably certain not to
terminate early.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or ra
estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its
assessment of whether it will exercise a purchase, extension or termination option.
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PLUS PRODUCTS INC.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of
the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use assets has been
reduced to zero.
The Company presents right-of-use assets that do not meet the definition of investment property in property and
equipment and lease liabilities separately in the statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of assets
that have a lease term of 12 months or less and leases of low value assets including information technology
equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-
line basis over the lease term. The Company has no short-term or low value leases.
NOTE 4 GOOD CO-OP INC. ACQUISITION
On December 13, 2018, the Company completed the acquisition of all the assets of California-based cannabis-infused
baked goods brand GOOD CO-
Consideration consisted of the issuance of 34,013 subordinate voting preferred shares with a value $122,233 based on
the closing price at the date of acquisition of C$4.80 ($3.58) and the forgiveness of a $105,000 non-interest-bearing
loan which was receivable to the Company from GOOD. The sellers were also entitled to additional equity contingent
consideration of 323,449 subordinate voting preferred shares if GOOD can meet or exceed quarterly sales targets over
the next two years as per the earn-out provisions of the agreement. The equity contingent consideration was measured
en quarterly sales
targets will be met and will be evaluated every reporting period until completion.
The Company recorded the assets acquired at fair value based on an independent valuation and recorded the remaining
amount as goodwill, following the guidelines of IFRS 3.
On September 30, 2019, the Company determined the contingent criteria would not be met based on sales targets that
would not be met as a result of new products not being introduced within the timeline to meet those sales targets. The
Company therefore reclassified the $703,324 contingent consideration in equity to contributed surplus reserve in
equity (both within reserves) and impaired the full fair-value of the related goodwill and license (see Note 10).
On October 15, 2019, the Company cancelled and returned to treasury 167,653 of the 323,449 contingent consideration
Subordinate Shares held in escrow (subject to repurchase criteria). The remaining 155,796 escrow shares
will be held against new RSUs granted concurrently as an incentive to retain key staff. These new
RSUs have a vesting and release period through December 2021 (see Note 14(h)).
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PLUS PRODUCTS INC.
NOTE 5 TAPROOT NEVADA
its wholly-owned subsidiary Plus Holdings Nevada
ment gives the Company

cultivation, production and distribution of medical and adult-use marijuana-infused products in the State of Nevada.
TapRoot has agreed to the dedication of approximately 1,800 square feet of its
to selling the Products in exchange for non-exclusive licensing rights to the Products, a 10% royalty on gross sales
receipts of the Products and the Company has agreed to make certain capital expenditures to the Facility necessary to
bring the Facility to an acceptable standard for production. On July 24, 2019, the Company advanced $1,250,000 (the
"Royalty Advance") to TapRoot, as per the contract terms, which will be settled through future royalties, or will be
repaid to the Company upon termination of the TapRoot Agreement.
Prior to the Effective Date, the Company had advanced $111,444 towards early construction costs of the Facility, and
TapRoot, upon execution of the TapRoot agreement, agrees to assume 50% of these costs which will be reflected as
a decrease in the Royalty Advance. An additional $91,647 was advanced towards Facility costs which TapRoot also
assumes 50% of these costs.
On inception of the Royalty Advance, the Company determined a $408,841 recognition loss relating to a deemed
financing benefit when applying an estimated 15.5% market interest rate to the multi-year prepaid amount.
During the year ended December 31, 2019, the Company determined there were likely lower sales than expected and
potential collection/recovery difficulties on the Royalty Advance. After assessing for future outcomes and
probabilities of at-risk amounts, including assumptions to probability weight loss scenarios, the Company recorded a
$229,966 provision (approximately 17% of the at-risk amount) for the expected credit loss against the Royalty
Advance.
For the year ended December 31, 2020, the Company re-evaluated the Royalty Advance balance and updated the
assumptions used to determine a provision for an expected credit loss. As a result, the Company recorded an additional
provision of $137,072, bringing the total balance to approximately 27% of the at-risk amount. The Company will
continue to monitor the Royalty Advance and if applicable, adjust its value each period end based on updated expected
credit loss assumptions.
Continuity of the TapRoot related advances is as follows:

2020 2019
$ $
Opening balance 799,597 -
Royalty advance - 1,250,000
Advances at recoverable amount (to settle via royalties) - 101,546
Recognition of loss for deemed financing benefit - (408,841)
Royalty payments received (42,795) (34,402)
Accretion (finance income) 161,303 121,260
Provision (137,072) (229,966)
Total 781,033 799,597
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PLUS PRODUCTS INC.
NOTE 6 PREPAIDS AND DEPOSITS

2020 2019
$ $
Prepaid expenses 215,742 366,219
Prepaid supplies 53,312 181,883
Prepaid marketing services - 447,774
Royalty advance (see Note 5) 781,033 799,597
Deposits 107,484 256,317
Total 1,157,571 2,051,790
Less long-term Royalty Advance (see Note 5) (781,033) (695,977)
Less long-term deposits (86,462) (93,544)
Total long-term portion (867,495) (789,521)
Current portion 290,076 1,262,269
NOTE 7 NOTE RECEIVABLE
On June 5, 2019, the Company
substantially all the business assets of Emerald Bay Extracts from Emerald Bay. Concurrent with the Emerald Purchase
Option, the Company advanced $400,000 to Emerald Bay via a secured term Note Receivable ,
which would be used towards the purchase price, or repaid at maturity on March 5, 2020. In October 2019, the maturity
date was extended to June 5, 2020.The Note Receivable shall accrue interest at an annual rate of 3% starting December
5, 2019, until maturity. The Emerald Purchase Option had an expiry date of September 5, 2019, which the Company
chose to let expire.
On April 16, 2020, the Company amended its note receivable with Emerald Bay. The new due date is extended three
months to September 5, 2020 and the interest rate is increased to 8%. Emerald Bay can also reduce the note through
discounts on THC and CBD distillate purchases that will be applied to the principal balance. As of December 31,
2020, the Company has received payments of $19,740 against the principal payment of the Note Receivable.
On September 4, 2020, the Company further amended its note receivable with Emerald Bay. Per the terms of the
agreement, the new due date is extended to July 5, 2021 and the new interest rate is 12%. The Company has agreed to
purchase $180,000 of cannabis product prior to December 4, 2020 from Emerald Bay at no cost and the purchase price
will be applied to the outstanding balance of the note. As of December 31, 2020, the Company purchased $34,740 of
cannabis product at no cost and applied the purchase price to the outstanding balance. The remainder of the cannabis
product is scheduled to be purchased subsequent to the end of the year. Additional purchases of cannabis product may
continue to be applied to the remaining balance through maturity to further reduce the outstanding balance.
On inception, as the $400,000 short term advance was provided with the intent to acquire, the Company initially
treated the Note Receivable as a financial asset with the face value equaling the fair value. During the year ended
December 31, 2019, the Company determined there were potential collection difficulties on the Note Receivable and
determined that circumstances existed that may result in a collection loss. After assessing for future outcomes and
probabilities of at-risk amounts, including assumptions to probability weight loss scenarios, as at December 31, 2019,
the Company recorded a $200,000 provision (approximately 50% of the at-risk amount) for expected credit loss
against the Note Receivable. As of December 31, 2020, the Company re-evaluated the Note Receivable balance and
determined that no additional provision for an expected credit loss was required.
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PLUS PRODUCTS INC.
NOTE 7 NOTE RECEIVABLE (continued)

2020 2019
$ $
Opening balance 200,000 -
Principal payment (54,480) -
Funds advanced - 400,000
Provision for expected credit losses - (200,000)
Total 145,520 200,000
NOTE 8 INVENTORY
As at December 31 As at December 31
2020 2019
$ $
Cannabis extract 443,914 869,567
Other raw material 256,576 393,846
Packaging 862,512 1,209,353
Work-in-progress 157,753 135,968
Finished goods 574,203 1,395,518
Inventory reserve (69,627) (132,077)
Total 2,225,331 3,872,175
During the year ended December 31, 2020, $9,447,335, (2019 - $8,895,130) of inventory was sold and recognized in
cost of sales.
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PLUS PRODUCTS INC.
NOTE 9 PROPERTY AND EQUIPMENT
Computer Machinery
and office and Leasehold Right-of-use Furniture and
Vehicles equipment equipment improvements assets fixtures Total
$ $ $ $ $ $ $
Cost
Balance at December 31, 2018 - 12,847 743,248 1,581,805 - 8,623 2,346,523
Recognition of right-of-use
Assets - - - - 1,539,785 - 1,539,785
Additions 197,039 16,398 2,061,786 740,345 219,123 62 3,234,753
Balance at December 31, 2019 197,039 29,245 2,805,034 2,322,150 1,758,908 8,685 7,121,061
Additions - - 57,932 22,897 - - 80,829
Disposals - - (341,928) - (219,123) - (561,051)
Adjustments - - - - (215,121) - (215,121)
Balance at December 31, 2020 197,039 29,245 2,521,038 2,345,047 1,324,664 8,685 6,425,718
Accumulated depreciation
Balance at December 31, 2018 - 4,539 86,849 377,563 - 2,171 471,122
Recognition of right-of-use
Assets - - - - 367,227 - 367,227
Depreciation 16,651 6,110 186,552 533,927 262,809 2,170 1,008,219
Impairments - - 535,109 1,035,787 - - 1,570,896
Balance at December 31, 2019 16,651 10,649 808,510 1,947,277 630,036 4,341 3,417,464
Depreciation 33,301 9,260 229,007 310,699 246,177 2,173 830,617
Disposals - - - - (21,912) - (21,912)
Impairment - - - 10,765 - - 10,765
Balance at December 31, 2020 49,952 19,909 1,037,517 2,268,741 854,301 6,514 4,236,934
Carrying values
At December 31, 2019 180,388 18,596 1,996,524 374,873 1,128,872 4,344 3,703,597
At December 31, 2020 147,087 9,336 1,483,521 76,306 470,363 2,171 2,188,784
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PLUS PRODUCTS INC.
NOTE 9 PROPERTY AND EQUIPMENT (continued)
During the year ended December 31, 2019, the Company identified indicators of impairment due to lower than
relating to the GOOD CGU (see Note 4 for more details). As a result,
the Company performed an impairment analysis by comparing its value in use (the present value of the future cash
flows) to the carrying amount. As a result of the analysis performed, during the year ended December 31, 2019, the
Company recorded an impairment loss of $1,570,896, $1,035,787 of this pertained to leasehold improvements, and
$535,109 to machinery and equipment for service lines and facilities that the Company determined the value in use
would be below the carrying amount.
During the year ended December 31, 2020, the Company recorded $10,765 (2019 - $nil) impairment expense to
leasehold improvements. There were no reversals of impairment in the year ended December 31, 2020, or the year
ended December 31, 2019.
During the year ended December 31, 2020, the Company sold equipment with a carrying value of $341,928 for net
proceeds of $313,639 and renegotiated the lease for right-of-use assets in the Adelanto facility. As a result, the
Company recorded an adjustment reducing the right-of-use assets by $215,121. During the year ended December 31,
2020, the Company disposed of (terminated) the Oregon facility right of use asset with a $197,211 carrying value.
There were no sales, adjustments or disposals during the year ended December 31, 2019.
During the year ended December 31, 2020, the Company included $788,054 (2019 - $986,537) of depreciation in cost
of goods sold.
The right-of-use assets consist of the following:
Sacramento Adelanto Oregon Total

facility facility facility
$ $ $ $
Cost
Balance, January 1, 2019 206,025 1,333,760 - 1,539,785
Additions - - 219,123 219,123
Balance, December 31, 2019 206,025 1,333,760 219,123 1,758,908
Disposals - - (219,123) (219,123)
Adjustments - (215,121) - (215,121)
Balance, December 31, 2020 206,025 1,118,639 - 1,324,664
Accumulated depreciation
Balance, January 1, 2019 33,775 333,452 - 367,227
Depreciation 40,530 211,323 10,956 262,809
Balance, December 31, 2019 74,305 544,775 10,956 630,036
Amortization 40,530 194,691 10,956 246,177
Disposal - - (21,912) (21,912)
Balance, December 31, 2020 114,835 739,466 - 854,301
Carrying values
As at December 31, 2019 131,720 788,985 208,167 1,128,872
As at December 31, 2020 91,190 379,173 - 470,363
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PLUS PRODUCTS INC.
NOTE 10 INTANGIBLE ASSETS AND GOODWILL
License Website Total

$ $ $
Cost
Balance at December 31, 2018 741,863 - 741,863
Additions - 116,448 116,448
Impairment (Note 4) (741,863) - (741,863)
Balance at December 31, 2019 - 116,448 116,448
Additions - - -
Accumulated amortization
Balance at December 31, 2018 - - -
Amortization - 17,783 17,783
Amortization - 58,224 58,224
Carrying values
At December 31, 2019 - 98,665 98,665
At December 31, 2020 - 40,441 40,441
Goodwill was $nil as at December 31, 2020. During the year ended December 31, 2019, the Company fully impaired
$61,296 of goodwill and $741,863 of license intangible assets relating to the GOOD acquisition (Note 4). There was
no impairment of goodwill or intangibles during the year ended December 31, 2020, and there were no reversals of
impairment in either the year ended December 31, 2020, or the year ended December 31, 2019.
NOTE 11 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

2020 2019
$ $
Accounts payable 711,719 1,516,518
Accrued liabilities 593,129 772,875
Total 1,304,848 2,289,393
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PLUS PRODUCTS INC.
NOTE 12 LEASE LIABILITIES
Sacramento Adelanto Oregon Total

facility facility facility
$ $ $ $
Balance, January 1, 2019 190,465 1,117,418 - 1,307,883
Additions - - 219,123 219,123
Interest expense 26,399 151,535 8,132 186,066
Payments (58,933) (331,327) (10,006) (400,266)
Balance, December 31, 2019 157,931 937,626 217,249 1,312,806
Less: non-current portion (118,108) (723,544) (186,566) (1,028,218)
Current portion, December 31, 2019 39,823 214,082 30,683 284,588
Balance, December 31, 2019 157,931 937,626 217,249 1,312,806

Interest expense 21,010 110,693 7,871 139,574
Payments (60,831) (296,495) (15,010) (372,336)
Termination - - (210,110) (210,110)
Adjustments - (207,504) - (207,504)
Balance, December 31, 2020 118,110 544,320 - 662,430
Less: non-current portion (69,739) (350,566) - (420,305)
Current portion, December 31, 2020 48,371 193,754 - 242,125
On May 7, 2020, the Company terminated its Portland, Oregon facilities lease. Pursuant to the lease termination the
Company paid d the premises by June 30, 2020. The intended use
of the leased property was for production of hemp-derived CBD products, which the Company will accommodate at
an alternate facility to be identified at a future date.
During the year ended December 31, 2020, the Company signed on extension on its Adelanto, California
manufacturing lease that included a reduction in monthly lease payments. As a result, the Company reduced the lease
liability by $207,504.
The Company has obligations under its operating leases in Adelanto, California and Sacramento, California that expire
Year $
2021 322,010
2022 324,054
2023 145,969
Total 792,033
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PLUS PRODUCTS INC.
NOTE 13 CONVERTIBLE DEBENTURES

2020 2019
$ $
Opening balance 17,188,223 -
Proceeds from issuance of convertible debentures units,
net of issuance costs and transaction fees - 17,910,854
Amount allocated to warrants reserve (shown in reserves) - (1,154,968)
Amount allocated to conversion option (shown in reserves) - (1,230,791)
Conversion into shares - (3,776)
Accretion expense 1,701,370 1,437,344
Foreign exchange 442,356 229,560
Total 19,331,949 17,188,223
On February 28, 2019, the Company raised gross proceeds of $18,983,978 (C$25,000,000) through the issue of 25,000
Unit consists of one unsecure

payable semi-annually in arrears until maturity, and 77 Subordinate Share purchase warrants of the Company (each,
February 28, 2021.
Each Convertible Note shall be convertible into subordinate voting shares in the capital of the Company (each, a
2019
Each Warrant entitles the holder thereof to acquire one subordinate voting share in the capital of the Company (each,
during
the first 12 months, the underlying shares shall be subject to a 365-day contractual hold from the closing date.
The agents received a cash commission on the sale of the offering of $963,133 (C$1,268,350) plus $74,987 (C$98,750)
s, including legal fees. The agents also received 100,823 compensation warrants, each carrying the
at a price of C$8.00 per Compensation Warrant Share for a period of two years. The Compensation Warrant Shares
were valued at $211,660 (C$278,735) (see Note 14(g)). Transaction costs of $53,732 (C$70,759) were also incurred
and netted against the proceeds received from the offering.
The fair value of the liability component of the convertible debt on inception was estimated at $15,506,368
(C$20,420,336) based on an estimated 16% market discount rate less $1,143,224 (C$1,505,511) pro-rata portion of
the $1,303,511 (C$1716,594) transact
including $160,288 (C$211,083) of transaction costs was allocated to the equity components as below. During the
year ended December 31, 2020, $1,701,370 (year ended December 31, 2019, $1,437,343) of accretion was recorded
on the Convertible Note.
Based on a proportional allocation of the Residual Value after calculating the Black-Scholes fair value of each of the
Warrants and the Conversion Feature, $943,308 (C$1,242,242) was allocated to the Warrants and $1,230,791
(C$1,620,828) was allocated to the Conversion Feature on initial recognition. The Black-Scholes fair value of the
Warrants was calculated with the following assumptions: a five-year expected average life, share price of C$6.64;
exercise price of C$8.00; 100% volatility; risk-free interest rate of 1.8%; and an expected dividend yield of nil%. The
Black-Scholes fair value of the Conversion Feature was calculated with the following assumptions: a two-year
expected average life, share price of C$6.64; conversion price of C$6.50; 86% volatility; risk-free interest rate of
1.8%; and an expected dividend yield of nil%.
24
PLUS PRODUCTS INC.
NOTE 14 SHARE CAPITAL
(a) Authorized share capital
At the 2020 annual general and special meeting of the shareholders on June 15, 2020, the shareholders of the Company
authorized the creation of a new Class B voting common share (the Subordinate B Shares as defined below). At a
previous annual general and special meeting of the shareholders, the shareholders of the Company cancelled unused
share classes including Class B preferred voting shares and Class C preferred voting shares.
The authorized share capital of the Company consists of the following:
i. non-redeemable and
noncumulative (the listed shares);
ii. non-
redeemable and noncumulative, and convertible at the option of the holder, at any time and subject to the
and
iii. An unlimited number of Class B common voti Subordinate B Shares ) without par value non-
redeemable and noncumulative, and convertible at the option of the holder, at any time and subject to the
th
of one Subordinate Share for each Class B Subordinate
voting share.
(b) Issued share capital
As at December 31, 2020, the Company had the following shares issued and outstanding:
i. 91,904 Proportionate Shares each convertible into 100 Subordinate Shares (December 31, 2019 95,866)
ii. 33,874,318 Subordinate Shares (December 31, 2019 33,650,120)
iii. 15,100,000 Subordinate B Shares each convertible into 1/200th Subordinate Shares (December 31, 2019 nil)
(c) Proportionate Share transactions
During the year ended December 31, 2020, the Company had the following Proportionate Share transactions:
i. In various tranches over the year ended December 31 4,904

Proportionate Shares into 490,433 Subordinate Shares resulting in a reclass of $130,530 from Proportionate Share
amount to Subordinate Share amount, representing the fair value of the shares converted.
ii. In various tranches over year ended December 31, 2020, the Company issued 942 Proportionate Shares to settle
fully vested RSUs. The $304,943 fair-value of the RSUs was transferred from reserves to Proportionate Share
amount.
During the year ended December 31, 2019, the Company had the following Proportionate Share transactions:
iii. In March 2019, the Company returned 1,896 Proportionate Shares to treasury through a claw-back provision in
an employment agreement which allowed for the return of shares back to the Company. No consideration was
exchanged by the Company.
iv. In May 2019, the Company issued 4,042 Proportionate Shares from the exercise of 404,171 Series B-2 warrants
for gross proceeds of $842,551. The $111,871 fair-value of the warrants was transferred from reserves to share
capital.
25
PLUS PRODUCTS INC.
NOTE 14 SHARE CAPITAL (continued)
v. In December 2019, the Company issued 294 Proportionate Shares to settle fully vested RSUs. The $95,294 fair -
value of the RSUs was transferred from reserves to share capital.
vi.
Proportionate Shares into 5,979,976 Subordinate Shares resulting in a reclass of $1,162,239 from Proportionate
Share amount to Subordinate Share amount, representing the fair value of the shares converted.
(d) Subordinate Share transactions
During the year ended December 31, 2020, the Company had the following Subordinate Share transactions:
i. In various tranches over the year ended December 31,

Proportionate Shares into 490,433 Subordinate Shares resulting in a reclass of $130,530 from Proportionate Share
amount to Subordinate Share amount, representing the fair value of the shares converted.
ii. During the year ended December 31, 2020, the Company reclassified $162,064 from RSU reserve to Subordinate
Share amount relating to 97,159 GOOD Escrow shares released from escrow (the repurchase criteria lapsed)
(see Note 4 and 14(h) for details).
iii. On February 21, 2020, the Company and JLV Ventures terminated the promotion agreement capping the fees and
shares at 50% of the original amount agreed (see Note 14(d)xi). As a result of the termination 159,235 Subordinate
Shares were cancelled and returned to treasury in December 2020. Pursuant to the termination $299,321 was
reversed from Subordinate Share amount and advertising and promotion expense. The 318,471 Subordinate Share
warrants remain outstanding.
iv. Shares into 15,100,000 Subordinate B

Shares resulting in a reclass of $87,721 from Subordinate Share amount to Subordinate B Share amount
representing the fair value of the shares converted. Fair value was determined based on the fair value at the time
of the conversion.
v. In various tranches over the year ended December 31, 2020, the Company issued 18,500 Subordinate shares to
settle fully vested RSUs. The $69,839 fair value of the RSUs was transferred from reserves to share capital.
vi. During December 2020, 50,000 Subordinate shares were canceled resulting from a termination agreement with a
former employee. The $57,844 fair value of the shares was reclassified from Subordinate Share amount to
contributed surplus reserves.
During the year ended December 31, 2019, the Company had the following Subordinate Share transactions:
vii. In various tranches over the year ended

Proportionate Shares into 5,979,976 Subordinate Shares, resulting in a reclass of $1,162,239 from Proportionate
Share amount to Subordinate Share amount, representing the fair value of the shares converted.
viii. In various tranches over the year ended December 31, 2019, the Company issued 3,157,212 Subordinate Shares
on the exercise of warrants for gross proceeds of $5,926,865. The $828,185 fair-value of the warrants was
transferred from reserves to share capital.
ix. In various tranches over the year ended December 31, 2019, the Company issued 30,546 Subordinate Shares to
settle fully vested RSUs. The $138,275 fair-value of the RSUs was transferred from reserves to share capital.
26
PLUS PRODUCTS INC.
x. During September 2019, the Company issued 769 Subordinate Shares on the conversion of $3,776 (C$5,000)
principal. The $246 fair-value of the CD conversion feature was transferred from reserves
to share capital.
xi. During September 2019, the Company issued 318,471 units comprising of one Subordinate share and one
(including within advertising and promotion in the consolidated statement of loss and comprehensive loss) with
JLV Ventures pertaining to the launch of the hemp-based CBD line. The 318,471 Subordinate Warrants are
exercisable for five years with an exercise price of C$4.32. The fair value of the Subordinate Warrants at the
issuance date was estimated at $446,164 and the fair value of the Subordinate Shares was $598,642, based on a
proportional allocation of the value of the services. The underlying Black-Scholes assumptions of the Subordinate
Warrants calculations is as follows: a five-year expected average life; share price of C$4.32; exercise price of
C$4.32; 100% volatility; risk-free interest rate of 1.36%; and an expected dividend yield of nil%.
xii. During October 2019, the Company cancelled and returned to treasury 167,653 Subordinate Shares held in escrow
(subject to repurchase criteria) pursuant to the GOOD acquisition (see Note 4), noting that the related $703,324
of contingent consideration in reserves was reclassified to contributed surplus (also within reserves).
(e) Subordinate B Share transactions
During the year ended December 31, 2020, the Company had the following Subordinate B Share transactions:
i. Shares into 15,100,000 Subordinate B

Shares resulting in a reclass of $87,721 from Subordinate Share amount to Subordinate B share amount,
representing the fair value of the shares converted.
There were no Subordinate B Share transactions during the year ended December 31, 2019.
(f) Stock options
On July 23, 2018, the Board of Directors approved the 2018 Stock and Incentive Plan, which reserved
for issuance, on a rolling basis, an aggregate of 10% (amended to 15% on May 7, 2019 see below), of the number
of Subordinate Shares outstanding, including the number of Subordinate Shares issuable on conversion of the
Proportionate Shares, Class B Preferred Shares and Class C Preferred Shares. The options vest at the discretion of the
Board.
On May 7, 2019, the Board approved amendments to the Amended and Restated Stock Option Plan and on August
15, 2019, the Shareholders holding over 50% of the voting securities of the Company approved and consented in
writing to a further amendment to the Amended and Restated Stock Option Plan to increase the number of Common
Shares reserved for the issuance of stock options pursuant to the Amended and Restated Stock Option Plan to 15%
percent of the issued and outstanding Common Shares (including the number of Common Shares issuable upon
conversion of the Class A Shares) in the capital of the Company from time to time.
During the year ended December 31, 2020, the Company recorded $1,382,230 (2019 - $3,412,297) of share-based
compensation relating to vesting of Proportionate and Subordinate Share purchase options, of which a credit of
$34,702 (2019 - $274,736 of compensation expense) is included in cost of sales. The credit arose due to forfeitures.
27
PLUS PRODUCTS INC.
Proportionate Share purchase options
During the year ended December 31, 2020, the Company had the following Proportionate Share purchase option
transactions:
i. During the year ended December 31, 2020, 4,817 Proportionate Share purchase options were forfeited due to
terminations.
ii. On March 26, 2020 and May 7, 2020, the Board approved the cancellation (forfeiture by active employees) of
1,250 and 1,500 Proportionate Share purchase options, respectively, which were replaced with modified
Subordinate Share purchase options including modified performance terms, service terms, price, and number (see
Subordinate Share purchase options below).
During the year ended December 31, 2019, the Company had the following Proportionate Share purchase option
transactions:
iii. During the year ended December 31, 2019, 5,237 Proportionate Share purchase options were forfeited due to
terminations.
As at December 31, 2020, the Company had the following Proportionate Share purchase options outstanding and
exercisable:
Expiry date Exercise price Options outstanding Options exercisable
C$ # #
July 25, 2023 35.39 876 551
September 17, 2028 131.23 1,500 766
September 23, 2028 131.23 800 500
3,176 1,817
The weighted average life of the options outstanding is 6.30 years.

Proportionate Share purchase options activities:
As at Weighted average As at
Proportionate Share options December 31, 2020 exercise price December 31, 2019
# $ #
Beginning 10,743 229.97 15,980
Forfeited (4,817) 287.73 (5,237)
Cancelled (for replacement) (2,750) 300.83 -
Outstanding 3,176 80.86 10,743
28
PLUS PRODUCTS INC.
Subordinate Share purchase options
During the year ended December 31, 2020, the Company had the following Subordinate Share purchase option
transactions:
i. On February 27, 2020, the Board granted 3,750 Subordinate Share purchase options at an exercise price of C$0.95
which vest immediately.
ii. On March 26, 2020 and May 7, 2020, the Board approved the cancellation (forfeiture by active employees) of
1,446,214 and 160,000 Subordinate Share purchase options, respectively, which were replaced with modified
Subordinate Share purchase options including modified performance terms, service terms, price, and number (see
below).
iii. On June 2, 2020, the Board granted 2,060,999 Subordinate Shares purchase options (of which 1,165,322 relates
to the cancellation and modification of 1,606,214 Subordinate Share purchase options and 2,750 Proportionate
Share purchase options, and 895,677 were new or additional grants) with an exercise price of C$0.86 of which
the majority vest 50% in 9 months and 50% subject to performance terms. As of December 31, 2020, the
performance terms are not expected to be met.
iv. On June 10, 2020, the Board granted 50,000 Subordinate Share purchase options with an exercise price of C$0.86
of which 50% vest in 9 months and 50% subject to performance terms. As of December 31, 2020, the performance
terms are not expected to be met.
v. On July 8, 2020, the Board granted 202,128 Subordinate Share purchase options with an exercise price of C$0.65
which vest quarterly over 12 months.
vi. On July 17, 2020, the Board granted 72,000 Subordinate Share purchase options with an exercise price of C$0.56
which immediately vested.
vii. On September 29, 2020, the Board granted 325,000 Subordinate Share purchase options with an exercise price of
C$0.56 of which 50% vest in 6 months and 50% subject to performance terms. As of December 31, 2020, the
viii. On November 24, 2020, the Board granted 15,000 Subordinate Share purchase options with an exercise price of
C$0.56 of which 50% vest in four months and 50% subject to performance terms. As of December 31, 2020, the
ix. During the year ended December 31, 2020, 1,102,000 Subordinate Share purchase options were forfeited due to
terminations.
During the year ended December 31, 2019, the Company had the following Subordinate Share purchase option
transactions:
x. On April 30, 2019, the Board granted options for 1,566,874 Subordinate Shares at an exercise price of C$4.59
vested over 4 years.
xi. On August 6, 2019, the Board granted options for 451,140 Subordinate Shares at an exercise price of C$4.35
xii. On September 9, 2019, the Board granted options for 575,000 Subordinate Shares at an exercise price of C$4.49
29
PLUS PRODUCTS INC.
xiii. On September 11, 2019, the Board granted options for 144,000 Subordinate Shares at an exercise price of C$4.50
xiv. During the year ended December 31, 2019, a total of 31,500 Subordinate Share purchase options were forfeited
due to terminations.
As at December 31, 2020, the Company had the following Subordinate Share purchase options outstanding and
exercisable:
Expiry date Exercise price Options outstanding Options exercisable

$ # #
July 25, 2022 0.27 150,000 150,000
April 30, 2029 C$4.59 7,000 2,926
August 6, 2029 C$4.35 6,300 2,107
September 11, 2029 C$4.50 9,000 9,000
February 27, 2030 C$0.95 3,750 3,750
June 2, 2030 C$0.86 2,035,999 464,177
June 10, 2030 C$0.86 50,000 -
July 8, 2030 C$0.65 202,128 101,064
July 17, 2030 C$0.56 72,000 72,000
September 29, 2030 C$0.56 325,000 -
November 24, 2030 C$0.56 15,000 -
2,876,177 805,024
The weighted average life of the options outstanding is 9.06 years.

Subordinate Share purchase option activities:
Subordinate Share options December 31, 2020 exercise price December 31, 2019
# $ #
Beginning 2,855,514 3.23 150,000
Granted 2,728,877 0.58 2,737,014
Forfeited (1,102,000) 3.35 (31,500)
Cancelled (for replacement) (1,606,214) 3.38 -
Outstanding 2,876,177 0.58 2,855,514
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PLUS PRODUCTS INC.
The following are the weighted average assumptions used for the Black-Scholes option pricing model valuation of the
Subordinate Share purchase options granted during the years ended December 31, 2020 and 2019:
December 31, December 31,

2020 2019
Risk-free interest rate 0.45% 1.48%
Expected life of options 10.0 years 10.0 years
Annualized volatility 100.00% 100.00%
Dividend rate nil% nil%
For the years ended December 31, 2020 and 2019, the Company applied a variable forfeiture rate estimate to stock
options based on the remaining vesting life of the tranches, taking into consideration the history of stock option
forfeitures. For the year ended December 31, 2020, the forfeiture rate on options granted ranges from 0% to 10%
(2019 0% to 15%).
(g) Warrants
Subordinate Share warrants issued on Convertible Note
On February 28, 2019, the Company completed a private placement of 25,000 Note Units comprised of one C$1,000
Convertible Note and 77 Warrants (see Note 13). Each 1,925,000 Warrant Share entitles the holder thereof to acquire
one subordinate voting share in the capital of the Company for an exercise price of $8.00 per Warrant Share for a
period of five years following the closing date. If exercised during the first 12 months after the closing date, the
underlying shares shall be subject to a 365-day contractual hold from the closing date.
The Warrants were determined to have a fair value of $943,308 on the issuance date (see Note 13). The agents received
100,823 Compensation Warrant Shares, each carrying the right to purchase one subordinate voting share in the capital
of the Company at a price of $8.00 per Compensation Warrant Share for a period of two years from the closing date.
The Compensation Warrant Shares were determined to have a fair value of $211,660 (C$278,735) based on the Black-
Scholes model with the following assumptions: a two year expected average life, share price of C$6.64; exercise price
of C$8.00; 100% volatility; risk-free interest rate of 1.8%; and an expected dividend yield of nil%.
Subordinate Share warrants issued on JLV services agreement
On September 9, 2019, the Company issued 318,471 warrants to JLV Ventures in exchange for promotion services
for the launch of the hemp-based CBD line at an exercise price of C$4.32 per share which expire September 6, 2024
with a fair value of $446,164 (see Note 14(d)xi). On February 21, 2020, the Company and JLV Ventures terminated
the promotion agreement capping the fees and shares at 50% of the original amount. The 318,471 Subordinate Share
warrants remain outstanding.
31
PLUS PRODUCTS INC.
Proportionate Share warrants
As at December 31, 2020 and December 31, 2019, the Company had nil Proportionate Share warrants outstanding.
Proportionate Share warrants December 31, 2020 exercise Price December 31, 2019
# $ #
Beginning - - 497,922
Issued - - -
Expired - - (93,750)
Exercised - - (404,172)
Outstanding - - -
Subordinate Share warrants
On October 24, 2020, 179,301 of Subordinate Share warrants related to the Convertible Notes expired.
As at December 31, 2020, the Company had the following Subordinate Share warrants outstanding:
Warrants exercisable
Expiry date Exercise price and outstanding
C$ #
February 28, 2021 8.00 100,823
February 28, 2024 8.00 1,925,000
September 6, 2024 4.32 318,471
2,344,294
The weighted average life of the warrants outstanding is 3.10 years.
Subordinate Share warrant activities:
Subordinate Share warrants December 31, 2020 exercise price December 31, 2019
# $ #
Beginning 2,523,595 5.46 3,595,203
Issued - - 2,344,294
Expired (179,301) 2.45 (258,667)
Exercised - - (3,157,235)
Cancelled - - -
Outstanding 2,344,294 5.70 2,523,595
The fair value and Black-Scholes option pricing model assumptions for the 2,344,294 warrants issued during the year
ended December 31, 2019 are identical to those for Subordinate Share purchase options granted as disclosed in Note
14(f).
32
PLUS PRODUCTS INC.
(h) Restricted stock units
During the year ended December 31, 2020, the Company recorded $574,652 (2019 $422,781) of share-based
compensation relating to vesting of Proportionate and Subordinate Share RSUs of which $78,690 (2019 - $nil) is
included in cost of sales.
Proportionate Share Restricted Stock Units
During the year ended December 31, 2020, the Company had the following Proportionate Share RSU transactions:
i. In various tranches over year ended December 31, 2020, the Company issued 942 Proportionate Shares to settle
fully vested RSUs. The $304,943 fair-value of the RSUs was transferred from reserves to Proportionate Share
amount.
During the year ended December 31, 2019, the Company had the following Proportionate Share RSU transactions:
ii. In December 2019, the Company granted 2,118 Proportionate Share RSUs as replacement for 211,765
Subordinate Share RSUs. These RSUs had a fair value of $324 per Proportionate Share which is equivalent to
$3.24 per replacement Subordinate Share and vest a portion on grant date and the balance monthly until September
2022. During December 2019, resulting in a
reclass from RSU reserve to Proportionate Share amount of $95,294, and 882 of these RSUs were forfeited
resulting in a $16,336 reclass from RSU reserve to contributed surplus (also in reserves). During the year ended
December 31, 2020, $196,252 (2019 - $220,320) was expensed as share-based compensation related to these
RSUs.
As at December 31, 2020, the Company had nil (December 31, 2019 942) Proportionate Share RSUs outstanding.
RSUs at December RSUs at December

Proportionate Share RSUs 31, 2020 31, 2019
# #
Beginning 942 -
Granted - 2,118
Issued Proportionate Shares (942) (294)
Forfeited - (882)
Outstanding - 942
Subordinate Share Restricted Stock Units
During the year ended December 31, 2020, the Company had the following Subordinate Share RSU transactions:
i. In June 2020, the Company granted 41,667 Subordinate Share RSUs with a grant date fair value of $0.64 per
Subordinate Share which vest fully in 7 months.
ii. In July 2020, the Company granted 510,639 Subordinate Share RSUs with a grant date fair value of $0.44 per
Subordinate Share which vest quarterly over 12 months. During the year ended December 31, 2020, the Company
expensed $171,952 (2019 - $nil) as share-based compensation relating to these RSUs.
33
PLUS PRODUCTS INC.
iii. During the year ended December 31, 2020, 212,389 Subordinate Share RSUs were forfeited due to termination
with no reclass to reserves as all were unvested.
iv. As of December 31, 2020, 97,159 of the GOOD Escrow shares were released from escrow (the repurchase criteria
lapsed) relating to vesting of GOOD RSUs which resulted in a reclass of $162,064 from RSU reserve to
Subordinate Share amount. During the year ended December 31, 2020, the Company expensed $35,405 (2019 -
$126,661) related to these releases from escrow. Of the original 155,797 GOOD Escrow shares (Note 4), 58,638
continued to be subject to repurchase criteria as at December 31, 2020, noting that 37,062 were forfeited and
returned to treasury subsequent to period end (Note 22).
v. In 2020, the Company issued 18,500 Subordinate Shares to settle fully vested RSUs. The $69,839 fair value of
the RSUs was transferred from reserves to share capital.
During the year ended December 31, 2019, the Company had the following Subordinate Share RSU transactions:
vi. On January 31, 2019, the Company granted 27,546 Subordinate Share RSUs with a grant date fair value of $4.53
per Subordinate Share of which 11,046 vest immediately, and 1,500 vest each month thereafter. Of these RSUs
21,546 Subordinate Shares were issued from treasury during 2019. During the year ended December 31, 2019,
the fair value of these RSUs was reclassified from RSU reserve to Subordinate Share amount.
vii. On January 31, 2019, the Company granted 9,000 Subordinate Share RSUs with a grant date fair value of $4.53
per Subordinate Share which vest immediately in exchange for consulting services. Of these RSUs 9,000
Subordinate Shares were issued from treasury during 2019. During the year ended December 31, 2019, the fair
value of the RSUs was reclassified from RSU Reserve to Subordinate Share amount.
viii. On April 30, 2019, the Company granted 212,389 Subordinate Share RSUs with a grant date fair value of
approximately $3.42 per Subordinate Share which vest subject to performance criteria being met prior to October
31, 2020 (see Subordinate Share RSU (iii) above).
ix. In April 2019, 40,000 Subordinate Share RSUs, each with a $3.24 grant date fair value, were cancelled with
$129,600 transferred from RSU reserve to contributed surplus (also in reserves).
x. On September 11, 2019, the Company granted 50,000 Subordinate Share RSUs with a grant date fair value of
$3.41 per Subordinate Share which vest evenly over 36 months.
34
PLUS PRODUCTS INC.
xi. During October and December 2019, the Company granted a total of 155,796 GOOD RSUs (Note 4), which vest
at various intervals up to 2021. The GOOD RSUs have a grant date fair value of $1.67 per Subordinate Share.
xii. On December 13, 2019, the Company granted 125,000 Subordinate Share RSUs with a grant date fair value of
$1.23 per Subordinate Share which vest annually each November 1 over 2020 through 2022.
xiii. In December 2019, 211,765 Subordinate Share RSUs, each with a $3.24 grant date fair value, were cancelled and
re-issued as 2,118 Proportionate Share RSUs (see Note 14(h)ii above). During the year ended December 31, 2019,
$429,442 was transferred from RSU reserve to contributed surplus reserve.
As at December 31, 2020, the Company had 736,381 (December 31, 2019 549,185) Subordinate Share RSUs
outstanding, of which 306,708 (December 31, 2019 64,013) were vested and unissued. The following is a summary
Subordinate Share RSU activities:
RSUs at December RSUs at December

Subordinate Share RSUs 31, 2020 31, 2019
# #
Beginning 549,185 251,765
Granted 552,306 579,731
Cancelled - (40,000)
Forfeited (249,451) (211,765)
Issued Subordinate Shares (18,500) (30,546)
Subordinate Shares Released from Escrow (97,159) -
Outstanding 736,381 549,185
35
PLUS PRODUCTS INC.
NOTE 15 RELATED PARTY TRANSACTIONS
Summary of key management personnel compensation:
Key management personnel include those persons having authority and responsibility for planning, directing and
controlling the activities of the Company as a whole. The Company has determined that key management personnel
consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and
key management personnel made during the year ended December 31, 2020 and 2019, is set out below:
Year ended December 31, Year ended December 31,

2020 2019
$ $
Salaries and benefits 1,155,925 1,503,350
Share-based compensation 938,398 1,589,698
Total 2,094,323 3,093,048
During the year ended December 31, 2020, $526,822 of share-based compensation recovery (2019 - $nil) was
recorded by the Company and included in the calculation of share-based compensation expense. The recovery
related to forfeited stock options by related parties not included in the amounts above.
NOTE 16 FINANCIAL INSTRUMENT RISK MANAGEMENT
Classification of financial instruments
Financial assets include cash and cash equivalents, trade receivables, note receivable, royalty advance and deposits.
Financial liabilities include accounts payable and accrued liabilities, vehicle loans, and convertible debentures.
Fair value:
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according
to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or
indirectly; and
Level 3 Inputs that are not based on observable market data.
December 31, 2020 and 2019, approximate their
fair values at December 31, 2020 and December 31, 2019, due to their short-term nature or because the effective
interest rate applied to the balance approximates the market rate. During the year ended December 31, 2020 there were
no transfers of amounts between levels (year ended December 31, 2019 none).
36
PLUS PRODUCTS INC.
NOTE 16 FINANCIAL INSTRUMENT RISK MANAGEMENT (continued)
Financial assets and liabilities, at their amortized costs, are shown below:
Financial Assets - Amortized Cost 2020 2019

$ $
Cash and equivalents 11,578,213 15,176,184
Trade receivables 1,932,986 4,040,183
Note receivable 145,520 200,000
Royalty advance 781,033 799,597
Total 14,437,752 20,215,964
Financial Liabilities - Amortized Cost 2020 2019

$ $
Accounts payable and accrued liabilities 1,304,848 2,289,393
Vehicle loans 137,439 165,341
Convertible debentures 19,331,949 17,188,223
Total 20,774,236 19,642,957
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors
approves and monitors the risk management processes, inclusive of documented investment policies, counterparty
limits, and controlling and reporting structures.
Credit risk:
credit risk is primarily attributable to cash and cash equivalents, trade receivables, note receivable, and prepaid
royalties with customers. Cash is held with reputable banks in the United States and Canada which are closely
monitored by management. Collection and credit risk relating to trade receivables, deposits with suppliers, note
receivables, and prepaid royalties is , an assessment
of the current economic environment, credit worthiness of suppliers and counter parties, and an estimation of future
outcomes and probabilities of at-risk amounts, as applicable.
For the year ended December 31, 2020 and December 31, 2019 the Company recorded the following provision for
expected credit losses:
As at As at
December 31, 2020 December 31, 2019
$ $
Note receivable (Note 7) - 200,000
Royalty advance (Note 5) (within prepaids and
deposits) 137,072 229,966
Trade receivable 538,892 1,141,700
Total 675,964 1,571,666
37
PLUS PRODUCTS INC.
, net of reserves, was approximately as follows:
As at As at
December 31, 2020 December 31, 2019
$ $
0 to 60 days 1,755,867 2,084,045
Over 61 days 177,119 1,956,138
Total 1,932,986 4,040,183
During the year ended December 31, 2019, the Company booked a loss allowance of $1,141,700 for expected credit
losses on trade receivables with one distributor, Calyx Brands, Inc. As part of the assessment, the Company assessed
future outcomes and probabilities of the at-risk amount, including assumptions to probability weight loss scenarios,
and arrived at a 38% weighted average at-risk amount relating to this trade receivable.
As of December 31, 2020, the Company updated its assessment of the at-risk amounts and determined that an
additional $538,892 provision was appropriate. The total at-risk amount is approximately 56% of the original trade
receivable. The Company will continue to monitor the receivable each reporting period, and if applicable, adjust its
value based on updated expected credit loss assumptions.
Liquidity risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its
short-term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash
and financial commitments (Note 20).
Historically, the Company's primary source of funding has been private placements of equity and public offerings of
assurance of continued access to significant equity or debt funding.
The Company has C$25,000,000 in convertible debentures (Note 13) due February 28, 2021 and subsequently
amended on February 25, 2021 (Note 22). There is no assurance that the Company will be able to raise additional
capital to pay off these debentures or otherwise restructure these debentures prior to the due date. The Company has
$149,240 in vehicle lease commitments and $792,033 in facility lease obligations due over the next five years. There
is no assurance that the Company will have sufficient working capital to fulfill these lease obligations through their
respective maturities.
Foreign exchange risk:
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because
they are denominated in currencies that differ from the respective functional currency. The Company does not have
material foreign exchange risk as the majority of the financial instruments are denominated in the functional currency
of the respective entity.
38
PLUS PRODUCTS INC.
Interest rate risk:
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in interest rate. The Company
pays interest on its convertible debenture at a fixed rate of 8% per annum. The Company does not have any material
variable interest rates and is not exposed to any material interest rate risk on its cash and debt instruments.
NOTE 17 CAPITAL MANAGEMENT
In order to support its operations and business development the Company manages its capital structure, and adjusts it,
based on the funds available to the Company. The Board of Directors does not establish quantitative return on capital
criteria for management, but rather relies on the expertise of the Company's management to sustain future development
of the business.
The Company has losses and negative cash flows from operations since its inception. The capital structure of the
Company currently consists of common and preferred shares. The Company manages the capital structure and adjusts
it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the Company may issue new shares through private placements. Management
reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size
of the Company, is reasonable. There was no change to the
Company is not subject to any externally imposed capital requirements.
NOTE 18 ECONOMIC DEPENDENCE
During the year ended December 31, 2020, one customer represented 92% of total revenue (2019 - two customers
represented 80% and 13% of total revenue, respectively).
NOTE 19 SEGMENTED INFORMATION

The Company operates primarily in one reportable operating segment, being the development, manufacturing,
marketing and sale of cannabis infused products in the state of California and Nevada. All property and equipment is
held within the United States of America.
39
PLUS PRODUCTS INC.
NOTE 20 COMMITMENTS
During the year ended December 31, 2019, the Company entered in to six vehicle loans, all of which are to be repaid
over 72 months.
future vehicle loan commitments by year as follows:
Year $
2021 33,165
2022 33,165
2023 33,165
2024 33,165
2025 16,580
Total 149,240
NOTE 21 INCOME TAXES
The Company is subject to U.S. Internal Revenue Code Section 280E. This section disallows deductions and credits
attributable to a trade or business of trafficking in controlled substances. Under U.S. tax, marijuana is a schedule I
controlled substance. The Company has taken the position that any costs included in the cost of goods sold should not
be treated as amounts subject to Section 280E. The measurement of deferred income tax assets requires management
to make judgements in the interpretation and application of the relevant tax laws. The actual amount of income taxes
only becomes final upon filing and acceptance of the tax return by the relevant authorities.
A reconciliation of income taxes at statutory rate is as follows:
Year ended December 31

2020 2019
$ $
Net loss before taxes (11,551,415) (30,212,642)
Expected income tax recovery at combined rate (3,134,529) (8,352,192)
Non-deductible expenditures 1,068,957 2,180,422
Adjustments to prior year provisions - 386,309
Losses not deductible under IRC 280E 1,649,221 3,172,765
Change in unrecognized deferred assets 64,265 2,626,516
Recognition of deferred tax assets (2,240,426) -
Other adjustments 497,353 -
Income tax expense (recovery) (2,095,159) 13,820
40
PLUS PRODUCTS INC.
NOTE 21 INCOME TAXES (continued)
Tax expense by Federal and State taxes, which are subject to review, and potential adjustment, by tax authorities, is
as follows:

2020 2019
$ $
Current
Federal - (596)
State 14,545 14,416
Total current 14,545 13,820
Deferred
Federal (2,109,704) -
State - -
Total deferred (2,109,704) -
Total (2,095,159) 13,820
Significant components of the Company's deferred tax assets and liabilities are as follows:

2020 2019
$ $
Deferred tax assets (liabilities)
Stock compensation and other 570,778 -
Property and equipment 367,049 -
Non-capital losses 1,171,877 -
Net deferred tax asset 2,109,704 -
41
PLUS PRODUCTS INC.
NOTE 21 INCOME TAXES (continued)
have
not been included on the consolidated statement of financial position are as follows:

2020 Expiry Date Range 2019 Expiry Date Range
Temporary Differences $ $
Fixed Assets 2,238,080 No expiry date - No expiry date
Accounts Receivable Reserve 1,198,847 No expiry date 2,313,402 No expiry date
NQSO 5,199,761 2021 to 2031 4,280,915 2020 to 2030
State Net Operating Losses 33,251,424 2034 to 2040 24,535,394 2034 to 2039
Federal Net Operating Losses 1,383,802 No expiry date 3,829,477 No expiry date
USA 43,271,914 34,959,188
Canada - -
On March 27, 2020, the CARES act was enacted (the "CARES Act"). The CARES Act contains significant
modifications to the Tax Cuts and Jobs Tax Act that was previously signed into law, including i) the ability to
carryback losses arising in a taxable year beginning after December 31, 2017 and before January 1, 2021 to each of
the five taxable years preceding the taxable year of the loss, ii) the suspension of the amount of NOLs a corporation
may deduct in a single tax year under IRC 172(a) equal to the lesser of the available NOL carryover or 80% of a
taxpayer's pre-NOL deduction taxable income, iii) the acceleration of payment of alternative minimum tax credit
refunds to corporations, and iv) clarification that qualified improvement property placed in service after December
31, 217 is treated as 15-year property and eligible for bonus depreciation.
As of December 31, 2020, deferred tax assets were primarily the result of US NOL, capital loss, and tax credit
carryforwards. For the year ended December 31, 2020, management performed a reassessment of the amount of
deferred tax assets that are probable to be realized. As a result, the Company has recorded a net Deferred Tax Asset
for the year ended December 31, 2020.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view
of the future realization of deferred tax assets. As of December 31, 2020, in part because in the current year the
Company achieved pretax income in the US Federal tax jurisdiction and expects to report pretax income in future
periods, management determined that there is sufficient positive evidence to conclude that it is probable that additional
deferred taxes of $1,300,331 are realizable. As of December 31, 2020, and December 31, 2019, the Company has
NOL carryforwards gross of tax, to be utilized for US Federal income tax purposes, of $6,964,168 and $3,829,477,
respectively. In addition, as of December 31, 2020, and December 31, 2019, the Company has research and
development tax credit carryforwards totaling $97,477 and $43,473, respectively, which, if unused, will expire in
years 2039 through 2040.
All tax returns will remain open for examination by the federal and state taxing authorities for three and four years,
respectively, from the date of utilization of any net operating loss carryforwards.
During the year ended December 31, 2019, the Company made estimated tax payments in the amount of $112,377.
Upon filing its Federal tax return for the tax year ended December 31, 2019, the Company had no cash income taxes
due. As a result, the amounts paid to the IRS were carried forward as an overpayment of Federal income taxes and
recorded as Taxes Recoverable on the Company's consolidated balance sheet for the year ended December 31, 2020
for $108,098 (December 31, 2019 - $112,377).
42
PLUS PRODUCTS INC.
NOTE 22 EVENTS AFTER THE REPORTING PERIOD
Subsequent to December 31, 2020, 37,062 GOOD Escrow shares were cancelled and returned to treasury relating to
the termination of related GOOD RSUs.
On January 25, 2021, the Company purchased $107,884 of cannabis product from Emerald Bay at no cost. The
purchase price was applied to the outstanding balance of the note receivable.
On February 25, 2021, the Company amended the terms of its Convertible Notes. Under the new terms of the
amendment, the maturity date of the debentures was extended with a maturity date of February 28, 2024, and an
increase in the coupon rate from 8% to 12% per annum, effective February 28, 2021. As part of the amendment, each
holder of a debenture was granted a conversion right to convert outstanding debentures pro rata up to a maximum
amount of C$6,250,000 of the principal amount to be converted at a conversion rate of C$0.95, exercisable up to
March 31
into common shares at a price of C$6.50.
The Convertible Note amendment also includes a payment of a consent fee equal to C$499 for every C$1,000 principal
amount of debentures held by such debenture holders and to be paid in the form of common share purchase warrants
that consent on or before February 22, 2021. In consideration of the consent fee, the Company shall issue one common
share purchase warrant for every C$1.10 consent fee consideration to be received by debentures held by debenture
holders at the record date. Total aggregate consideration shall be 454 Warrants for every C$1,000 principal amount
issued.
On February 28, 2021, 100,823 Subordinate Share warrants related to the Convertible Notes expired.
On March 31, 2021, the deadline elapsed for holders of the Company's convertible debentures ("Holders") to deliver
notice of conversion of up to C$6,250,000 principal into common shares of Company stock. Holders of C$4,990,000
of principal elected to convert into 5,252,631 common shares of Company stock. Interest accrued on principal
converted from December 31, 2020 through the date of conversion was paid to Holders. No further transactions were
effected between the Company and Holders as a result of the principal conversions.
shareholders converted 1,500 Proportionate Shares into 150,000 Subordinate Shares.
In March 2021, the Company issued 12,500 Subordinate Shares to settle fully vested RSUs.
43

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PLUS PRODUCTS INC.

CONSOLIDATED FINANCIAL STATEMENTS

financial statements, including a summary of significant accounting policies.

Basis for Opinion

Material Uncertainty Related to Going Concern

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Vancouver, Canada Chartered Professional Accountants

Total assets 21,486,648 29,254,971

Total liabilities and shareholders' equity 21,486,648 29,254,971

Nature of operations and going concern (Note 1)

Approved on behalf of the Board of Directors on April 6, 2021:

"Craig Heimark" "Jacob Heimark "

Other (income) expense

Income tax (recovery) expense 21 (2,095,159) 13,820

Net loss for the year (9,456,256) (30,226,462)

Currency translation adjustment 450,531 229,560

Weighted average common shares outstanding:

Loss per share:

Cash flows provided by (used in) investing activities

Cash flows provided by (used in) financing activities

Change in cash and cash equivalents (3,597,971) (7,222,403)

Cash and cash equivalents, end of the year 11,578,213 15,176,184

NOTE 1 NATURE OF OPERATIONS AND GOING CONCERN

1055 West Georgia Street, Vancouver, BC V6E

These consolidated financial statements (the

NOTE 2 BASIS OF PRESENTATION

(a) Statement of compliance

Financial Reporting Interpretations Committee.

(b) Basis of preparation and consolidation

(c) Critical accounting judgments and estimates

The functional currency for each of the

NOTE 2 BASIS OF PRESENTATION (continued)

ii. Impairment of long-lived assets

s to financial assets measured at amortized cost. In determining

iv. Estimated useful life, depreciation and amortization

v. Determination of share-based payments

NOTE 2 BASIS OF PRESENTATION (continued)

vi. Income taxes

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES

a) Foreign currency translation

The results of operations of the parent entity, which has a

b) Cash and cash equivalents

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

d) Property and equipment

Class of property and equipment Depreciation rate

e) Impairment of non-financial assets

-financial assets (which include property and equipment and

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

website are recognized at cost less any accumulated amortization and

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Loss per share

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company classifies its financial instruments under IFRS 9 as follows:

Financial assets and liabilities Classification under IFRS 9

expensed in the period in which they are incurred.

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value through other comprehensive income ("FVTOCI")

Financial assets measured subsequently at FVTPL

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial liabilities and equity

Financial instruments designated as hedging instruments

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)

NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (continued)