6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023

Commission File Number: 000-55509

Plymouth Rock Technologies Inc.
(Translation of registrant's name into English)

700-1199 West Hastings Street Vancouver, BC V6E 3T5
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

Exhibit	Description
99.1	Interim Condensed Consolidated Financial Statements for the period ended February 28, 2023
99.2	Management's Discussion and Analysis for the period ended February 28, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PLYMOUTH ROCK TECHNOLOGIES INC.
	(Registrant)
Date: April 27, 2023	By:	/s/ Carl Cagliarini
		Carl Cagliarini
	Title:	CEO

EX-99.1

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As at and for the Period Ended February 28, 2023, 2022 and 2021

(with Comparative AUDITED Figures as at November 30, 2022)

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

PLYMOUTH ROCK TECHNOLOGIES INC.

(the "Company")

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As at and for the period ended February 28, 2023

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The management of the Company is responsible for the preparation of the accompanying unaudited interim condensed consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards ("IFRS") for the preparation of interim condensed financial statements and are in accordance with IAS 34 - Interim Financial Reporting.

The Company's auditor has not performed a review of these interim condensed consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity's auditor. 

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PLYMOUTH ROCK TECHNOLOGIES INC.

Interim Condensed Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

As at	Note		February 28, 2023			November 30, 2022
			(Unaudited)			(Audited)
ASSETS
Current assets
Cash		$	22,673		$	13,127
Accounts receivable			23,956			6,870
Sales tax receivable			4,720			9,083
Inventories			3,076			2,175
Prepaid expenses	4		14,757			30,947
Total current assets			69,182			62,202
Non-current assets
Equipment	5		22,817			24,801
Right of use asset	16		21,470			61,198
Total assets		$	113,469		$	148,201
LIABILITIES
Current liabilities
Accounts payable	7	$	1,073,772		$	1,063,863
Lease liabilities	16		17,616			66,403
Current portion of loans payable	10		139,373			127,019
Deferred revenue	8		5,572			124,918
Due to related parties	9		891,929			705,672
Total current liabilities			2,128,262			2,087,875
Non-current liabilities
Lease liabilities	16		4,871			9,394
Total liabilities			2,133,133			2,097,269
SHAREHOLDERS' EQUITY (DEFICIT)
Share capital	12		11,851,771			11,851,771
Contributed surplus	12		2,709,790			2,709,790
Accumulated other comprehensive income			57,364			25,131
Deficit			(16,638,589	)		(16,535,760	)
Total shareholders' equity (deficit)			(2,019,664	)		(1,949,068	)
Total liabilities and shareholders' equity (deficit)		$	113,469		$	148,201

Going concern - Note 1
Commitments and contingencies - Note 15
Subsequent events - Note 20

These interim condensed consolidated financial statements are authorized for issuance by the Board of Directors on April 24, 2023.

Approved on behalf of the Board:

"Zara Kanji"
Zara Kanji, Director "Khalid Al-Ali"
Khalid Al-Ali, Director

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

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PLYMOUTH ROCK TECHNOLOGIES INC.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)

			Three Months Ended February 28
	Note		2023			2022			2021
Sales	18	$	245,094		$	164,248		$	19,598
Cost of sales			15,019			23,644			17,352
Gross profit			230,075			140,604			2,246
OPERATING EXPENSES
General and administrative	17		501,135			606,320			968,351
Selling	17		1,033			85,713			135,950
Research and development	17		13,978			195,564			177,615
Total expenses			516,146			887,597			1,281,916
OTHER INCOME (EXPENSES)
R&D expenditure tax credit	19		172,806			-			-
Other Income			10,324			-			-
Foreign exchange loss			112			(993	)		(8,015	)
NET LOSS			(102,829	)		(747,986	)		(1,287,685	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation gain (loss)			32,233			22,926			4,285
TOTAL COMPREHENSIVE LOSS		$	(70,596	)	$	(725,060	)	$	(1,283,400	)
LOSS PER SHARE, basic and diluted		$	(0.00	)	$	(0.01	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, basic and diluted			59,317,461			59,290,551			37,525,451

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

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PLYMOUTH ROCK TECHNOLOGIES INC.

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit)

(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)

												Accumulated other comprehensive income
	Share capital (Note 12)
	Number of shares		Amount			Contributed Surplus			Deficit					Total
Balance, November 30, 2020	42,762,264	$	7,376,763		$	1,298,487		$	(8,893,128	)	$	65,790	$	(152,088	)
Net loss for the period	-		-			-			(1,287,685	)		-		(1,287,685	)
Foreign currency translation gain						-			-			4,285		4,285
Shares issued for warrants exercised	5,745,332		1,236,666			-			-			-		1,236,666
Fair value of warrants exercised	-		35,040			(35,040	)		-			-		-
Shares issued for options exercised	425,000		222,500			-			-			-		222,500
Fair value of options exercised	-		158,106			(158,106	)		-			-		-
Private Placements	3,180,000		670,000			-			-			-		670,000
Fair value of broker warrants granted	-		(95,395	)		95,395			-			-		-
Shares issued to finders	170,000		(34,000	)		-			-			-		(34,000	)
Shares issued as compensation	250,000		62,500			-			-			-		62,500
Stock-based compensation	-		-			657,906			-			-		657,906
Balance, February 28, 2021	52,532,596	$	9,632,180		$	1,858,642		$	(10,180,813	)	$	70,075	$	1,380,084
Balance, November 30, 2021	59,239,336	$	11,834,582		$	2,709,790		$	(13,867,962	)	$	96,393	$	772,803
Net loss for the period	-		-			-			(747,986	)		-		(747,986	)
Foreign currency translation gain	-		-			-			-			22,926		22,926
Shares issued as compensation	78,125		14,141			-			-			-		14,141
Balance, February 28, 2022	59,317,461	$	11,848,723		$	2,709,790		$	(14,615,948	)	$	119,319	$	61,884
Balance, November 30, 2022	59,317,461	$	11,851,771		$	2,709,790		$	(16,535,760	)	$	25,131	$	(1,949,068	)
Net loss for the period	-		-			-			(102,829	)		-		(102,829	)
Foreign currency translation loss	-		-			-			-			32,233		32,233
Balance, February 28,2023	59,317,461	$	11,851,771		$	2,709,790		$	(16,638,589	)	$	57,364	$	(2,019,664	)

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

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PLYMOUTH ROCK TECHNOLOGIES INC.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited - Prepared by Management)

(Expressed in Canadian dollars)

		Period ended February 28
		2023			2022			2021
Cash Provided By (Used In)
Operating Activities
Net loss for the period	$	(102,829	)	$	(747,986	)	$	(1,287,685	)
Items not affecting cash:
Stock based compensation		-			-			657,906
Amortization expense		8,905			121,381			9,562
Foreign exchange (gain) loss		32,233			22,926			4,285
Interest accretion		961			2,948			4,196
Shares issued for services		-			14,140			-
Gain on termination of lease		(10,687	)		-			-
Changes in non-cash working capital:
Sales tax receivable		4,363			47,340			(10	)
Accounts receivable		(17,086	)		(914	)		(7,145	)
Inventories		(901	)		(14,748	)		7,334
Prepaid expenses		16,190			80,042			9,819
Deferred revenue		(119,346	)		-			-
Due from related parties		-			-			2,500
Due to related parties		186,257			101,530			4,677
Accounts payable and accrued liabilities		12,264			108,902			46,038
Net cash used in operating activities		10,324			(264,439	)		(548,523	)
Investing Activities
Purchase of equipment		-			(46,004	)		(40,002	)
Net cash provided by (used in) investing activities		-			(46,004	)		(40,002	)
Financing Activities
Common shares issued for cash, options and warrants exercised, net of share issuance costs		-			-			2,157,666
Lease payments		(9,406	)		(9,830	)		(15,981	)
Loan payable		10,000			(1,756	)		-
Net cash provided by financing activities		594			(11,586	)		2,141,685
Increase (decrease) in cash		10,918			(322,029	)		1,553,160
Effect of foreign exchange rate changes on cash		(1,372	)		6,612			11,279
Cash, beginning of the period		13,127			375,046			24,713
Cash, end of the period	$	22,673		$	59,629		$	1,589,152

Supplemental cash flow information - Note 14

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

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

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

Plymouth Rock Technologies Inc. (the "Company") was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at 700 - 1199 West Hastings Street, Vancouver, B.C., V6E 3T5.

The Company's common shares are listed on the CSE and on Frankfurt Stock Exchange in Germany under the Symbol: PRT and 4XA, respectively, WKN# - A2N8RH. The Company's common shares are also on the OTC Markets Group ("OTCQB") under the symbol: PLRTF.

The Company's principal business activity through its subsidiary, Plymouth Rock USA ("PRT USA"), focused on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company focuses on detection methods with and without the need for a checkpoint of the suspect who is being screened. The Company's planned products encompass the very latest radar, imaging, and Unmanned Aerial System ("UAS") technologies for quickly detecting, locating and identifying the presence of threats and for search and rescue missions for law enforcement.

On March 26, 2021, the Company incorporated a subsidiary in United Kingdom, Plymouth Rock Technologies UK Limited ("PRT UK"). The purpose of PRT UK is to augment the Company's existing research and development of its drone technologies for the US and EMEA markets.

On June 4, 2021, the Company completed its acquisition of Tetra Drones Limited ("Tetra") (Note 3). The acquisition of Tetra provides the Company with drones production line in the United Kingdom.

Going Concern

These interim condensed consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.  At present, the Company's operations do not generate cash flows from operations. The Company has incurred losses since inception and has a comprehensive loss of $70,596 for the period ended February 28, 2023 (2022 - $725,060; 2021 - $1,283,400) and had an accumulated deficit of $16,638,589 (2022 - $16,535,760).  The ability of the Company to continue as a going concern is dependent on achieving profitable operations, commercializing its technologies, and obtaining the necessary financing in order to develop these technologies further.  The outcome of these matters cannot be predicted at this time. The Company will continue to review the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations.  These factors and uncertainty casts significant doubt about the Company's ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. 

The Company is not expected to be profitable during the ensuing 12 months, and therefore, must rely on securing additional funds from either issuance of debt or equity financing for cash consideration. During the period ended February 28, 2023, the Company received net cash proceeds of $594 (2022 - spent $11,586; 2020 - received $2,141,685) pursuant to financing activities. Management has been successful in raising capital through periodic private placements of the Company's common shares in the past, however there is no certainty that financing will be available in the future, or certainty that management's planned actions to address this situation will be successful. 

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

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

Going Concern (continued)

These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future rather than a process of forced liquidation. These interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. Such adjustments could be material.

2.SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These interim condensed consolidated financial statements ("Financial Statements") have been prepared using accounting policies consistent with IFRS as issued by the International Accounting Standard Board ("IASB") and in accordance with International Accounting Standards ("IAS") 34, Interim Financial Reporting, using accounting policies that the Company expects to adopt in its interim condensed consolidated financial statements for the period ended February 28, 2023. These interim condensed consolidated financial statements do not include all the information required for the annual consolidated financial statements and should be read in conjunction with the Company's most recent audited consolidated financial statements for the year ended November 30, 2022, which are available on www.sedar.com.

These Financial Statements are authorized for issue by the Board of Directors on April 24, 2023.

These Financial Statements have been prepared on the historical cost basis. In addition, these Financial Statements have been prepared using the accrual basis of accounting.

These Financial Statements are presented in Canadian dollars, which is the Company's functional currency. The functional currency of PRT USA is U.S. Dollars and the functional currency of PRT UK and Tetra is British Pound Sterling ("£"). The assets and liabilities of PRT USA, PRT UK and Tetra are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at average exchange rates for the period. Exchange differences arising on the translation are recognized in other comprehensive income.

Significant accounting judgments, estimates and assumptions

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

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

a.Deferred taxes

The calculation of deferred tax is based on the ability of the Company to generate future taxable income, the estimation of which is subject to significant uncertainty as to the amount and timing. The calculation of deferred tax is also based on assumptions, which are subject to uncertainty as to timing and which tax rates are expected to apply when temporary differences reverse. Deferred tax recorded is also subject to uncertainty regarding the magnitude on non-capital losses available for carry forward and of the balances in various tax pools as the corporate tax returns have not been prepared as of the date of financial statement preparation.

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting judgments, estimates and assumptions (continued)

b.Stock-based payments

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

c.Impairment of non-financial assets

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

d.Leases

Management uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, underlying currency and geographic location.

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

(i)Going concern

Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its Financial Statements for the year ended November 30, 2022. Management prepares the Financial Statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so.

In assessing whether the going concern assumption is appropriate, management accounts for all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period.

(ii)Business combinations

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

Cash

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

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Consolidation

The Financial Statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances, transactions and any unrealized gains and losses arising from intercompany transactions, have been eliminated. The Company's subsidiary is presented in the table below. Plymouth Rock USA was incorporated under the General Corporation Law of the State of Delaware on March 22, 2018. Plymouth Rock UK was incorporated under the General Corporation Law for England and Wales on March 26, 2021.Tetra Drones was incorporated under the General Corporation Law for England and Wales and was acquired by the Company on June 4, 2021.

Entity	Country of Incorporation	Effective Economic Interest
Plymouth Rock Technologies Inc. ("Plymouth Rock USA")	USA	100%
Plymouth Rock Technologies Inc.                                ("PRT UK")	UK	100%
Tetra Drones Ltd. ("Tetra Drones")	UK	100%

Equipment

Recognition and measurement

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

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

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

Gains and losses

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

Depreciation

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

Computer equipment   55% declining balance	Vehicles                              30% declining balance
Furniture                      20% declining balance	Leasehold improvements   30% declining balance
Demo equipment         20% declining balance

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

The Company values inventories at the lower of cost and net realizable value. Cost includes the costs of purchases net of vendor allowances plus other costs, such as transportation, that are directly incurred to bring the inventories to their present location and condition.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition, of assets transferred, liabilities incurred or assumed, and equity instruments issued by the Company. The acquiree's identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date. Acquisition-related costs are recognized in profit or loss as incurred. The excess of consideration over the fair value of the net identifiable assets and liabilities acquired is recorded as goodwill. Any gain on a bargain purchase is recorded in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any goodwill that arises is tested annually for impairment.

Share capital

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

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

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

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

Stock-based payment

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

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (loss) per share

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

Financial instruments

Financial assets

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Subsequent to initial recognition, all financial assets are classified and subsequently measured at amortized cost. Interest income is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash, and accounts receivable.

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

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

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

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

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

Financial liabilities

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

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PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

Financial liabilities (continued)

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains, and losses relating to a financial liability are recognized in profit or loss. Financial liabilities measured at amortized cost are comprised of accounts payable, lease liability, and due to related parties.

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

Interest

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

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

The 'amortized cost' of a financial asset or financial liability is the amount at which the instrument is measured on initial recognition minus principal repayments, plus or minus any cumulative amortization using the effective interest method of any difference between the initial amount and maturity amount and adjusted for any expected credit loss allowance. The 'gross carrying amount' of a financial asset is the amortized cost of a financial asset before adjusting for any expected credit losses.

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

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

Offsetting

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

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

Revenue recognition

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

- 13 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred revenue

The Company recognizes a deferred revenue when the customers pay in advance for the goods or services to be delivered in future periods. Revenue will be recognized in the future period when the goods and services are provided and in accordance with IFRS 15.

Government grants

Government grants are recognized at fair value once there is reasonable assurance that the Company will comply with the conditions attached to the grants and that the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate.  A forgivable loan from government is treated as a government grant when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to equity items, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting profit (loss) nor taxable profit (loss); and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the 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. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Related party transactions

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

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

Leases

The Company adopted IFRS 16 effective December 1, 2019. The Company chose to adopt the modified retrospective approach on transition to IFRS 16 and has chosen not to restate comparative information in accordance with the transitional provisions in IFRS 16. As a result, the comparative information continues to be presented in accordance with the Company's previous accounting policies. The adoption of IFRS 16 resulted in the recognition of a right-of-use asset and a lease liability measured at the present value of the future lease payments on the interim condensed consolidated statements of financial position. An amortization expense on the right-of-use asset and an interest expense on the lease liability has replaced the operating lease expense. IFRS 16 has changed the presentation of cash flows relating to leases in the Company's interim condensed consolidated statements of cash flows, however, it does not cause a difference in the amount of cash transferred between the parties of the lease.       

- 14 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting standards, amendments and interpretations not yet effective

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the IFRIC during the period but are not yet effective. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

IAS 1 - Presentation of Financial Statements ("IAS 1") - Classification of Liabilities as Current or Noncurrent were amended to clarify that the classification of liabilities as current or non-current is based on rights that are in

existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of 'settlement' to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier adoption is permitted.

IAS 16 - Property, Plant and Equipment - Proceeds before Intended Use - The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognizes such sales proceeds and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. Earlier adoption is permitted.

These new and amended standards are not expected to have a material impact on the Company's Financial Statements

3.ACQUISITION

On June 4, 2021, the Company acquired the 100% issued and outstanding ordinary shares of Tetra from two arm's length parties for £350,000.  Tetra was a privately held UK-based company which develops custom-made, Unmanned Aircraft Systems ("UAS").  The consideration of £350,000 ($579,682) is payable as follows:

1)An amount of £35,000 ($60,021) within 7 days after the execution and delivery of the definitive agreement by all parties, paid on June 12, 2021;

2)An amount of £35,000 ($60,479) (paid) within 21 days of the initial payment as described in instalment 1 above, paid on July 9, 2021;

3)An amount of £140,000 ($236,411) (paid) within 120 days of the second instalment as described above, paid on November 8, 2021 ("the third payment"); and

4)The remaining balance of £140,000 ($222,771) within 120 days of the third payment, forgiven in return of the full release of the leased vehicle and allowing the former sole shareholder of Tetra to continue working within the industry.

The Company applied the optional concentration test permitted under IFRS 3 to the acquisition which resulted in the acquired assets being accounted for as an asset acquisition. As such the purchase price was allocated to the identifiable assets and liabilities based on their fair values at the date of acquisition. 

- 15 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

3.ACQUISITION (continued)

The allocation of the consideration for the purposes of the interim condensed consolidated statements of financial position is as follows:

Total Consideration
Cash	$	579,682
Net assets acquired (liabilities assumed)
Cash indebtedness	$	(12,127	)
Equipment		27,799
Prepaid expenses		11,131
Due to a related party		(13,699	)
Bank loan		(40,447	)
Accounts payable		(19,210	)
Vehicle loan		(30,859	)
Net assets acquired (liabilities assumed)	$	(77,412	)
Purchase price allocation
Net identifiable assets acquired	$	(77,412	)
Customer relationships		657,094
	$	579,682

4.PREPAID EXPENSES

As at February 28, 2023 and November 30, 2022, the Company's prepaid expenses consist of the following:

		February 28, 2023		November 30, 2022
Advertising and promotions	$	-	$	113
Rent		369		8,247
Transfer agent and filing fees		9,165		13,748
Insurance		5,223		8,839
	$	14,757	$	30,947

The prepayments for advertising include prepayments for marketing and awareness programs handled by an arms' length parties for a six to twelve-month period. Prepaid rent pertains to the amount paid for the security deposit of the rent while prepayments for Transfer agent and filing fees include annual fee of transfer agent for the issuance of shares, closing of private placement and other related compliance.

- 16 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

5.EQUIPMENT

	Computer		Furniture	Vehicles		Leasehold Improvement		Demo Equipment	Total
	$		$	$		$		$	$
Cost:
Balance at November 30, 2021	24,028		19,271	16,014		3,826		239,747	302,886
Disposal	-		-	(16,243	)	-		-	(16,243	)
Foreign currency translation adjustment	(997	)	190	229		(182	)	3,158	2,398
Balance at November 30, 2022	23,031		19,461	-		3,644		242,905	289,041
Foreign currency translation adjustment	361		206	-		59		2,653	3,279
Balance at February 28, 2023	23,392		19,667	-		3,703		245,558	292,320
Accumulated Depreciation:
Balance at November 30, 2021	1,716		5,473	1,218		291		-	8,698
Amortization	9,236		2,688	4,210		1,006		-	17,140
Disposal	-		-	(5,375	)	-		-	(5,375	)
Impairment								236,677	236,677
Foreign currency translation adjustment	642		296	(53	)	(13	)	6,228	7,100
Balance at November 30, 2022	11,594		8,457	-		1,284		242,905	264,240
Amortization	1,593		554	-		179		-	2,326
Foreign currency translation adjustment	180		81	-		23		2,653	2,937
Balance at February 28, 2023	13,367		9,092	-		1,486		245,558	269,503
Net Book Value:
At November 30, 2022	11,437		11,004	-		2,360		-	24,801
At February 28, 2023	10,025		10,575	-		2,217		-	22,817

6.INTANGIBLE ASSETS

During the year ended November 30, 2021, the Company acquired Tetra (Note 3). Included in the acquisition is the identifiable intangible asset, customer relationships valued at $657,094. The intangible asset is being amortized over its estimated useful life of three years. For the period ended February 28, 2023, the Company determined that the intangible asset is fully impaired as there is no future economic benefits will derived from this asset.

Cost:		Customer relationship
Balance at November 30, 2021	$	-
Additions		657,094
Balance at November 30, 2022 and February 28, 2023		657,094
Accumulated amortization:
Balance at November 30, 2021		(107,415	)
Amortization		(219,029	)
Impairment		(330,650	)
Balance at November 30, 2022 and February 28, 2023		(657,094	)
Net book value
Balance at November 30, 2021	$	549,679
Balance at November 30, 2022 and February 28, 2023	$	-

- 17 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

7.ACCOUNTS PAYABLE

As at February 28, 2023 and November 30, 2022, the Company's accounts payable consist of the following:

		February 28, 2023		November 30, 2022
Professional fees	$	380,294	$	382,805
Funds to be returned to investors		43,046		43,046
Advertising costs		30,015		34,705
Payroll		316,538		268,610
Development costs		138,950		168,925
Bank overdraft		16,064		16,036
VAT Payable		72,856		61,262
Purchases		-		2,121
Rent		-		1,822
Others		76,009		84,531
	$	1,073,772	$	1,063,863

8.Deferred Revenue

As at February 28, 2023 and November 30, 2022, the Company received an advance payment from their customers as consideration for the Company's products and services to be rendered in the future date amounting to $5,572 (November 30, 2022 - $124,918).

9.RELATED PARTY TRANSACTIONS AND BALANCES

Key management compensation

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

As at February 28, 2023, $891,929 (November 30, 2022- $705,672) are due to directors and officers of the Company:

		February 28, 2023		November 30, 2022
CFO of the Company	$	74,850	$	67,540
CEO of the Company		311,241		250,179
Director		505,838		387,953
	$	891,929	$	705,672

During the periods ended February 28, 2023 and 2022 and 2021, the Company entered into the following transactions with related parties:

		February 28, 2023		February 28, 2022		February 28, 2021
Management fees	$	87,081	$	23,417	$	25,500
Consulting fees		37,500		62,500		62,500
Accounting fees		-		-		5,500
Rent		-		-		1,000
Share-based payments		-		-		254,151
Salaries and benefits to CEO		81,006		72,941		71,280
	$	205,587	$	158,858	$	419,931

- 18 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

9.RELATED PARTY TRANSACTIONS AND BALANCES (continued)

Management fees consisted of the following:

		February 28, 2023		February 28, 2022		February 28, 2021
CEO of the Company	$	66,830	$	-	$	-
Company controlled by the Former Corporate Secretary		-		15,750		10,500
CFO of the Company		20,251		7,667		-
Company controlled by the Former CFO		-		-		15,000
	$	87,081	$	23,417	$	25,500

Consulting fees consisted of the following:

		February 28, 2023		February 28, 2022		February 28, 2021
Directors	$	37,500	$	62,500	$	62,500
	$	37,500	$	62,500	$	62,500

During the period ended February 28, 2023, the Company had 1,650,000 stock options held by the CEO, Former CFO, Former Corporate Secretary, and the Company's directors. The amount recognized as expense for these options for the periods ended February 28, 2023, 2022, and 2021 are as follows:

	February 28, 2023		February 28, 2022		February 28, 2021
	Number of Options held	Expense for the year (vested)	Number of options held	Expense for the year (vested)	Number of Options held		Expense for the year (vested)
CEO	600,000	-	600,000	-	600,000	$	83,077
Former CFO	150,000	-	150,000	-	150,000		20,769
Former Corporate Secretary	150,000	-	150,000	-	150,000		20,769
Directors	600,000	-	825,000	-	825,000		129,536
	1,500,000	-	1,725,000	-	1,725,000	$	254,151

10.LOANS PAYABLE

For the period ended February 28, 2023, the current loan payable of $139,373 consisted of: a loan payable on demand with a principal amount of $75,000 plus 12% interest rate per annum totaling $6,238; a loan with a principal amount of $30,000 plus 10% interest rate per annum and a $3,000 interest as they are considered in default totaling $18,000; and loans with a term of 1 year with principal amounts totaling $10,000 plus 10% interest rate per annum totaling $135.

Upon acquisition of Tetra Drones (Note 3), the Company assumed the latter's outstanding loan of £13,253 ($21,461) as of November 30, 2022. The collateral of this loan is a vehicle. On October 25, 2022, the loan and the vehicle were released to former shareholder of Tetra Drones in exchange of forgoing the remaining acquisition cost of £140,000 ($222,771). Thus, for the year ended November 30, 2022, the Company's liabilities in the vehicle and the remaining balance in the acquisition cost were extinguished.

- 19 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

11.CAPITAL MANAGEMENT

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

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

12.SHARE CAPITAL

(a)Common Shares

Authorized: Unlimited number of common shares without par value

As at February 28, 2023, there were 59,317,461 common shares issued and outstanding (November 30, 2022 - 59,317,461).

During the period ended February 28, 2023:

The Company did not enter into any shares issuance transactions during the period ended February 28, 2023.

During the year ended November 30, 2022:

On December 31, 2021, the Company issued 78,125 common shares as compensation for consulting fees to a director valued at a total of $17,189.

During the year ended November 30, 2021:

On August 9, 2021, the Company issued 5,750,000 Units at $0.40 per unit for proceeds of $2,300,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.50 for five years. The Company paid cash of $63,700, issued 166,250 finders' Units with a fair value of $66,500 and 325,750 broker warrants as finder's fees. Each finders' Unit comprised of one common share and one full non-transferable common share purchase warrant, with exercise price of $0.50 per share for five years. The broker warrants are exercisable at $0.50 per share for five years.   

On January 29, 2021, the Company issued 3,180,000 Units at $0.20 per unit for proceeds of $636,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 for five years. The Company paid cash of $10,480, issued 170,000 finders' Units with a fair value of $34,000 and 222,400 broker warrants as finder's fees. Each finder's Unit comprised of one common share and one full non-transferable common share purchase warrant with exercise price of $0.25 per share for five years. The broker warrants are exercisable at $0.25 per share for five years.

During the year ended November 30, 2021, the Company issued 425,000 common shares for gross proceeds of $222,500 from the exercise of 425,000 stock options at $0.50 to $0.60 per share.

- 20 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

12.SHARE CAPITAL (continued)

(a)Common Shares (continued)

During the year ended November 30, 2021, the Company issued 6,129,573 common shares for gross proceeds of $1,332,727 from the exercise of 6,129,573 share purchase warrants at $0.20 to $0.50 per share. 

During the year ended November 30, 2021, the Company issued 656,250 common shares with total fair value of $307,734 were issued as compensation for consulting fees to a director (Note 9).

(b)Stock Options

The Company maintains an incentive stock option plan (the "Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares in the capital of the Company at the time of granting of options.

During the period ended February 28, 2023:

1,000,000 options, 475,000 options and 150,000 options with exercise price of $0.60, 0.75 and 0.50, respectively, were cancelled.

During the year ended November 30, 2022:

125,000 stock options with an exercise price of $0.50 were cancelled.

75,000 stock options with an exercise price of $0.50 expired unexercised.

During the year ended November 30, 2021:

On June 10, 2021, the Company granted 150,000 incentive stock options to a consultant with an exercise price of $0.50 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.485, volatility 100%, risk-free rate 0.82%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $53,677, and the amount was recognized on the interim condensed consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

On January 21, 2021, the Company granted 1,550,000 incentive stock options to directors, consultants, and employees with an exercise price of $0.75 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.75, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $1,022,995, and the amount was recognized on the interim condensed vconsolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

- 21 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

12.SHARE CAPITAL (continued)

(b)Stock Options (continued)

Stock-based compensation recognized in profit or loss for the period ended February 28, 2023 amounted to

$Nil (2022 - $Nil; and 2021 - $657,906).

Stock option transactions and the number of stock options outstanding as at February 28, 2023, November 30, 2022, and November 302021 are summarized as follows:

	Number of			Weighted Average
	Options			Exercise Price
Balance, November 30, 2021	4,225,000		$	0.64
Expired	(75,000	)		0.50
Cancelled	(125,000	)		0.50
Balance, November 30, 2022	4,025,000		$	0.66
Cancelled	(1,625,000	)		0.63
Balance, February 28, 2023	2,400,000		$	0.67

The following summarizes the stock options outstanding at February 28, 2023:

Expiry Date	Exercise Price	Numbers of options outstanding	Numbers of options exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price
	$				$
January 15, 2024	0.60	1,050,000	1,050,000	0.38	0.26
March 20, 2024	0.60	150,000	150,000	0.07	0.04
November 28, 2024	0.50	125,000	125,000	0.09	0.03
January 21, 2026	0.75	1,075,000	1,075,000	1.30	0.34
		2,400,000	2,400,000	1.84	0.67

(c)Share purchase warrants

During the period ended February 28, 2023:

No warrants were granted, expired nor exercise for the period ended February 28, 2023.

During the year ended November 30, 2022

561,081 warrants with exercise price of $0.20 expired unexercised.

During the year ended November 30, 2021

On August 9, 2021, the Company issued 5,916,250 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.50 per share until August 9, 2026.

On August 9, 2021, the Company also granted 325,750 warrants to finder's warrants as described in note 12(a) in connection with the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.50 per share until August 9, 2026. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.35, volatility 100%, risk-free rate 0.88%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $79,032.

- 22 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

12.SHARE CAPITAL (continued)

(c)Share purchase warrants (continued)

On January 29, 2021, the Company granted 3,350,000 common share purchase warrants as part of a non-brokered private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.25 per share until January 29, 2026. During the year ended November 30, 2021, 30,000 warrants were exercised at $0.25 per share.

On January 29, 2021, the Company also granted 222,400 warrants to finders in connection with the private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026. During the year ended November 30, 2021, 4,240 warrants were exercised at $0.25 per share. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.52, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $95,395.

Share purchase warrant transactions and the number of share purchase warrants outstanding as of February 28, 2023, November 30, 2022 and November 30, 2021 are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, November 30, 2021	9,991,241		$	0.42
Warrants expired	(561,081	)		0.20
Balance, November 30, 2022 and February 28, 2023	9,430,160		$	0.41

The following summarizes the stock warrants outstanding at February 28, 2023:

Expiry Date	Exercise Price $	Number of Warrants outstanding and exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price $
January 29, 2026	0.25	3,188,160	0.99	0.08
August 9, 2026	0.50	6,242,000	1.93	0.33
		9,430,160	2.92	0.41

13.FINANCIAL RISK MANAGEMENT

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

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

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

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

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

For the periods ended February 28, 2023 and November 30, 2022, the fair value of the cash, accounts receivable, accounts payable, and due from related parties approximate the book value due to the short-term nature.

- 23 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

13.FINANCIAL RISK MANAGEMENT (continued)

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

Liquidity Risk

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

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

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has no significant interest rate risk due to the short-term nature of its interest generating assets.

Credit Risk

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

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, leases, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar and UK Sterling Pound against the Canadian dollar have affected comprehensive loss for the period by approximately $143,262 (2022 - $7,464 and 2021 - $26,633).

14.SUPPLEMENTAL CASH FLOW INFORMATION

During the periods ended February 28, 2023, 2022 and 2021, the Company has the following non-cash investing and financing activities:

		February 28, 2023		February 28, 2022	February 29, 2021
Non-cash financing activities:
Fair value of options exercised	$	-	$	-	158,106
Fair value of warrants granted		-		-	95,395
Fair value of warrants exercised		-		-	35,040
Non-cash investing activities:
Shares to be issued to acquisition of inventory		-		14,141	62,500

- 24 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

15.COMMITMENTS AND CONTINGENCIES

As at February 28, 2023, the Company has the following commitments:   

The Company entered into a lease agreement with arm's length party on September 9, 2021. The term commenced on May 1, 2021 and will set to expire on April 30, 2024 and with annual lease fee of £12,000 or £1,000 per month with interest of 4% per annum above Barclays Bank PLC base rate in case of default (Note 16).  Further, on the same date, the Company entered into a separate agreement with the same arm's length party for drone flying permission over the land without restriction in exchange of £1,500 annual fee. The term commenced on May 1, 2021 and expires on April 30, 2024 as well.

The Company has certain commitments related to key management compensation for $35,875 per month with no specific expiry of terms (Note 9).

On February 4, 2023, the Company received a disputed claim from former consultant on the unpaid fees for the month of November 2022, December 2022 and January 2023 with an aggregate liability of $30,000. As of the reporting date, the Company is still waiting for the court order and plans to take a legal course of action as well.  Management cannot determine the outcome as of the date of this report.

16.RIGHT-OF-USE ASSETS AND LEASE LIABILITY

Right-of-use assets

In November 2018, the Company entered into two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2020. On December 31, 2020, the Company renewed this lease agreement to November 30, 2023. The minimum base rent for the remaining lease term are USD$3,005 ($3,726) per month from December 1, 2019 to November 01, 2020; USD$3,095 ($3,838) per month from December 1, 2020 to November 30, 2021; USD$3,188 ($3,953) per month from December 1, 2021 to November 30, 2022; and USD$3,284 ($4,072) per month from December 1, 2022 to November 30, 2023. However, the Company agreed to terminate their lease with an arm's length party on December 31, 2022.

On September 9, 2021, the Company entered into lease agreement with arm's length party to use the premises known as The Old Workshop, Estuary Road, King's Lynn, Norfolk from May 1, 2021 and will set to expire on April 30, 2024, with annual lease fee of £12,000 or £1,000 per month with interest of 4% per annum above Barclays Bank PLC base rate in case of default (Note 15).

The following is the continuity of the cost and accumulated depreciation of right-of-use assets, for the period ended February 28, 2022 and for the year ended November 30, 2021:

Balance, November 30, 2021	$	72,734
Additions		38,027
Amortization expense		(50,571	)
Cumulative translation adjustment		1,008
Balance, November 30, 2022	$	61,198
Amortization expense		(6,579	)
Disposal		(38,383	)
Cumulative translation adjustment		5,234
Balance, February 28, 2023	$	21,470

- 25 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

16.RIGHT-OF-USE ASSETS AND LEASE LIABILITY (continued)

Lease liability

The following is the continuity of lease liability, for the period ended February 28, 2023 and for the year ended November 30, 2022:

Balance, November 30, 2021	$	86,346
Additions		38,027
Lease payments		(72,727	)
Interest on lease liability		18,877
Cumulative translation adjustment		5,274
Balance, November 30, 2022	$	75,797
Lease payments		(9,406	)
Interest on lease liability		961
Lease cancellation/ termination		(50,135	)
Cumulative translation adjustment		5,270
Balance, February 28, 2023	$	22,487
Current Portion	$	17,616
Long-term portion	$	4,871

As at February 28, 2023 and November 30, 2022, the minimum lease payments for the lease liabilities are as follows:

		February 28, 2023			November 30, 2022
Year ending:
2023	$	14,811		$	72,664
2024		9,874			9,716
		24,685			82,380
Less: Interest expense on lease liabilities		(2,198	)		(6,583	)
Total present value of minimum lease payments	$	22,487		$	75,797

17.BREAKDOWN OF EXPENSES

			Period ended February 28
General and Administrative Expenses	Note		2023		2022		2021
Accounting and audit fees	9	$	42,271	$	52,558	$	14,539
Amortization	5, 6, 16		8,905		66,626		9,562
Consulting fees	9		95,672		80,131		62,500
General office expenses			27,973		44,390		34,736
Insurance			14,036		9,042		5,441
Interest and accretion	16		961		2,948		4,196
Legal fees			4,689		30,316		42,933
Management fees	9		87,081		23,417		25,500
Rent			14,327		28,493		2,366
Stock-based compensation	9, 12		-		-		657,906
Transfer agent and filing fees	12		9,373		11,148		26,054
Wages, salaries and benefits	9		195,847		257,251		82,618
Total		$	501,135	$	606,320	$	968,351
Research and Development			2023		2022		2021
Labor		$	205	$	148,403	$	122,633
Materials			13,773		47,161		54,982
Total		$	13,978	$	195,564	$	177,615

- 26 -

PLYMOUTH ROCK TECHNOLOGIES INC.
NOTES TO THE INTERIM CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
As at and for the period ended February 28, 2023
(Expressed in Canadian Dollars)

17.BREAKDOWN OF EXPENSES (continued)

Selling expenses consist of business development expenses amounting to $1,033 (2021 - $85,713; 2010 - $135,950)

18.SEGMENTED INFORMATION

The Company operates in one business segment, focusing on developing technologies as described in Note 1.

The Company's revenues generated in the US and UK were mostly composed of sales of engineering design services and radar components to well-known government agencies and prime contractors. All the long-lived assets are located in the US as of February 28, 2023, 2022 and 2021. The following table summarizes the revenue by geographical location:

			Canada		USA		UK		Total
For the period ended February 28, 2023
	Revenues	$	-	$	43,713	$	201,381	$	245,094
	Gross Profit		-		28,694		201,381		230,075
For the period ended February 28, 2022
	Revenues	$	-	$	23,323	$	140,925	$	164,248
	Gross Profit		-		13,257		127,347		140,604
For the period ended February 28, 2021
	Revenues	$	-	$	19,598	$	-	$	19,598
	Gross Profit		-		2,246		-		2,246

19.RESEARCH AND DEVELOPMENT TAX CREDIT

The Company, through its subsidiary PRT UK claimed and received tax credit of $172,806 for the period ended February 2023 for the R&D expenses incurred in 2021.

		For the three months ended February 28,
		2023		2022		2021
Research and Development Tax Credit	$	172,806	$	-	$	-
Total	$	172,806	$	-	$	-

20.SUBSEQUENT EVENTS

On March 3, 2022, 2,100,000 share options issued to directors, officers, employees, and consultants were surrendered and cancelled. Further, on March 16, 2023, another 150,000 share options issued to director were surrendered and cancelled. Each Unit is comprised of one common share and one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three years from closing of the private placement.

On March 30, 2023, the Company completed the private placement by issuance of 33,680,000 units at a price of $0.05 per unit for aggregate gross proceeds of $1,684,000.

On April 3, 2023, the Company announced a non-brokered private placement financing of up to 16,666,667 units (the "Units") of securities at a price of $0.06 per Unit for aggregate gross proceeds of up to $1,000,000.  Each Unit will be comprised of one common share and one full transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five years from closing of the private placement.

- 27 -

EX-99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

As at and for the Period Ended February 28, 2023, 2022 and 2021

(with Comparative AUDITED Figures as at November 30, 2022)

INTRODUCTION

The following information, prepared as of April 24, 2023, should be read in conjunction with the audited consolidated financial statements of Plymouth Rock Technologies Inc. ("the Company" or "Plymouth Rock" or "PRT") for the period ended February 28, 2023 as well as the audited consolidated financial statements of the Company for the year ended November 30, 2022 ("Financial Statements"); including the notes thereto. The Financial Statements and financial data contained in this discussion and analysis are presented in accordance with International Financial Reporting Standards ("IFRS"). The reporting currency is the Canadian dollar. 

The following discussion and analysis provide information that management believes is relevant to the assessment and understanding of the Company's results of operations and financial condition. Certain statements herein contain forward-looking statements relating to the operations or to the environment in which we operate, which are based on our operations, forecasts, and projections. Forward-looking statements are not guaranteed of future performance.  They involve risks, uncertainties and assumptions; and actual results may differ materially from those anticipated in these forward-looking statements. The risks include those outlined under the "Risk Factors" section of this management discussion and analysis ("MD&A") and elsewhere in the Company's public disclosure documents. Included in the risk factors is the public health crisis caused by the pandemic, COVID-19 which caused disruptions in global supply chain, business operations and financial markets. As of report date, the crisis has not altered the ability of the Company to progress and test its technologies. 

BUSINESS OVERVIEW AND OVERALL PERFORMANCE

The Company was incorporated under the Business Corporations Act of British Columbia on October 17, 2011.  The head office, principal address and registered and records office of the Company are located at
700 - 1199 West Hastings Street, Vancouver, B.C., V6E 3T5. 

The Company's common shares are listed on the CSE under the symbol "PRT", on the Frankfurt Stock Exchange under the Symbol: 4XA, WKN# - A2N8RH and on the OTC Markets Group ("OTCQB") under the symbol: PLRTF.

The Company's principal business activity through its subsidiary, Plymouth Rock USA ("PRT USA") is developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company focuses on detection methods with and without the need for a checkpoint of the suspect who is being screened. The Company's planned products encompass the very latest radar, imaging, and Unmanned Aerial System ("UAS") technologies for quickly detecting, locating and identifying the presence of threats and for search and rescue missions for law enforcement.

On January 28, 2021, the Company supplied its first Unmanned Aerial Vehicle ("UAV") to the United Nations ("UN") as part of the United Nations Assistance Mission in Somalia ("UNSOM") under the United Nations Environment Program ("UNEP") for a tree-reseeding mission (See DEVELOPING TECHNOLOGIES).

On February 10, 2021, during UNSOM, a PRT drone broke the existing beyond visual line of sight ("BVLOS") drone delivery record, and also is believed to have set an additional new record for complete 'round trip' autonomous delivery capability. UN observers and aviation officials that monitor scheduled UN flights have agreed to supply the recorded flight data and witness statements required for the official recognition by adjudicators of Guinness World Records. To date the Company had not received this recognition.

On March 26, 2021, the Company incorporated a subsidiary in United Kingdom, Plymouth Rock Technologies UK Limited ("PRT UK"). The purpose of PRT UK is to augment the Company's existing research and development ("R&D") of the X-1 and X-V for the US and EMEA markets. Many of the UK consultants of the Company have since become direct employees as the Company expands its operations globally.

2

Effective February 1, 2021, Dr. Gianluca De Novi was appointed to VP of Engineering. Dr. De Novi is a Harvard Faculty member, Director of the Medical Device and Simulation Laboratory at the Imaging Department of the Massachusetts General Brigham Hospital and CEO at X-Surgical Robotics. Dr. De Novi, was formerly a Scientific Advisor and then transitioned to VP of Engineering when the Company began accelerating the market deployment of its shoe scanner and CODA-1 threat detection systems.

On September 2, 2021, the Company sold custom drones to Survey-AR to deliver a drone swarm test capability. The project will assess an autonomous drone swarm system to optimize weather and air quality monitoring in atmospheric boundary layer environments with particular importance in urban and industrial areas.

On September 9, 2021, the Company completed the qualification for ISO 9001:2015 and became accredited under certificate 377662021. ISO is one of the most rigorous and well-regarded standards in the world. The implementation and application of ISO reinforces our Company's focus on creating products and services, measured against global benchmarks of industry excellence.

On February 9, 2022, the Company secured a contract for Large, Long-range Unmanned Aircraft Systems to be used for BVLOS operations. The end use for the aircraft is for long range natural resource monitoring. Initial deliveries took place in April 2022. The UAS were based on the PRT XV-L platform, with several 'client-specified' modifications. These large all-environment UAS were designed to be deployed for land and maritime operations at BVLOS distances, capable of operating for up to 7 hours. These were installed with the latest SATCOM (Satellite Communication) technologies, alongside enhanced military grade COFDM (Coded Orthogonal Frequency-Division Multiplexing) communications technologies for secure, high-quality data feeds for sub sixty-mile communication scenarios. The total value for this order was £175,454.58 ($301,430.97) with an additional 20% in VAT, bringing the total to £ 210,545.50 ($361,717.17). Final payment for the order was received on April 12, 2022.

On February 16, 2022, Plymouth Rock received an order for an UAS for BVLOS operations. The purpose of this was to acquire a UAS for assessment in conjunction with The UK National Police Air Service (NPAS), which provides air support to 46 police forces, who are leading the Home Office funded research to "better understand the capabilities that Beyond Visual Line of Sight (BVLOS) drones may provide to police aviation in the future". The total value for this order was £49,500.00 ($85,269), with an additional 20% in VAT, bringing the total to £59,400.00 ($102,322). Full payment for the order was received by the company on April 4, 2022. The XV-H remains a PRT asset and remains at the Company's Norfolk facility, of which Norfolk Constabulary have access to in order to perform assessments as and when required.

On February 22, 2022 Plymouth was awarded a cooperative research and development agreement ("CRADA") for its SS1 Shoe Scanner system by the US department of homeland security. A CRADA is a written agreement that facilitates R&D collaboration between one or more federal laboratories and one or more non-federal entities.

On March 8, 2022, Plymouth joined the Naval Aviation Systems Consortium ("NASC"). NASC was formed to support the technology needs of the Naval Air Warfare Centers ("NAWCs") and the Naval Air Systems Command ("NAVAIR") using Other Transaction ("OT") Authority. NASC is an agile, collaborative, and enduring enterprise with world-class capabilities that provides the Navy with broad reach, robust competition and a comprehensive range of technology solutions. Through its unique structure, consortium members are able to work with the Government to identify opportunities, target their technology offerings, expand into new markets and grow their businesses.

On March 8, 2022, the Company launched a new, customer focused website. The site was designed to offer a more user-friendly experience with improved navigation and functionality while allowing visitors to see our full fleet of UAS. Created with simplicity and usability in mind, the site includes many new features to help users quickly and easily identify the product they need, whilst providing specification downloads and videos of our UAS.

3

On March 31, 2022 the British Columbia Securities Commission ("BCSC") issued a temporary management cease trade order ("MCTO") under National Policy 12-203 Management Cease Trade Orders, made at the request of the Company. This MCTO (citation: 2022 BCSECOM 103) prohibited the Company's insiders from trading in the securities of the Company until such time as the annual audited financial statements for the year ended November 30, 2021, the management's discussion and analysis, and the related Chief Executive Officer and Chief Financial Officer certificates ("the Required Filings") and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted. The Company's inability to file the Required Filings before the required March 30, 2022 filing deadline is a result of Covid-19 related and other delays in obtaining information with respect to a U.K. subsidiary acquired during the fiscal period. The Company has applied for, and has been granted a MCTO by the BCSC.

On May 13, 2022, the Company filed the Required Filings and the BCSC lifted the MCTO on May 16, 2022.

On June 15, 2022, the Company shipped a total of 16 production units at a value of $3,107 (US$2,450) each under a subcontract to Electro Enterprises Inc., an authorized Boeing re-seller. The units are "Liquid Cooled High Power Loads" and are used on the US Army Phased Array Tracking Radar to Intercept of Target (PATRIOT) Advanced Capability - 3 (PAC -3) Program. The PATRIOT Advanced Capability - 3 (PAC-3) is the Army's premier guided air and missile defense (AMD) system providing highly reactive hit-to-kill capability in both range and altitude while operating in all environments.

Business Acquisition

On June 4, 2021, the Company signed a definitive acquisition agreement outlining the terms and conditions with respect to an acquisition of Tetra Drones Ltd. ("Tetra Drones" or "Tetra"), an arm's length, privately held, UK-based company a developer of custom-made, high-performance and niche UAS. The acquisition of Tetra provides Plymouth with a U.K. based production and sales team with a record of success. 

The Company acquired all of the then issued and outstanding shares of Tetra Drones. Tetra Drones has issued and outstanding share capital of 100 ordinary shares held by the sole Shareholder, Mr. Ben Pickard.

Pursuant to the share purchase agreement, the Company acquired Tetra for the sum of £350,000  ($581,367 CAD), payable on an installment basis as follows:

• £35,000 ($60,021 CAD) within 7 days after the execution and delivery of the definitive agreement by all parties, paid on June 12, 2021;
• £35,000 ($60,479 CAD) within 21 days of the initial payment as described in instalment 1 above, paid on July 9, 2021;
• £140,000 ($236,411 CAD) within 120 days of the second instalment as described above, paid on November 8, 2021 ("the third payment"); and
• £140,000 ($222,771 CAD) within 120 days of the third payment, this was forgiven in return for the full release of the leased vehicle and allowing the former sole shareholder of Tetra to release him from contract.

As a result of the acquisition, the Company now owns all outstanding shares of Tetra and will assume Tetra's existing liabilities. The principal owner of Tetra became part of the Company's management and shall be paid a monthly salary along with bonus shares or other equity instruments at the discretion of the board. All expenses related to the transaction were paid by the Company.

The fair value of net liabilities of Tetra amounted to $77,412 as at the date of acquisition. The Company applied the optional concentration test permitted under IFRS 3 to the acquisition which resulted in the acquired assets being accounted for as an asset acquisition. As such the purchase price was allocated to the identifiable assets and liabilities based on their fair values at the date of acquisition.

4

During the year ended November 30, 2022, Mr. Pickard, the former sole shareholder of Tetra resigned from the Company. In exchange for the Company allowing Mr. Pickard to release him from contract and providing a full release of the leased vehicle, Mr. Pickard forgave the outstanding balance of £140,000 ($222,771) which was part of the consideration for acquiring Tetra. As of the date of release, the Company has no liabilities for this vehicle.

DEVELOPING TECHNOLOGIES

The Company's core technologies have changed to include: (1) X1 and XV Unmanned Aerial Systems and (2) MiRIAD - Millimeter Remote Imaging from Airborne Drone.

The Wi-Ti, SS-1 Shoe scanner and CODA threat detection radar technology development have been put on hold so the Company can concentrate on the above related products.

The Company operates a small Aerospace & Defense component business, Aerowave, that was acquired in 2019. This design and manufacturing business is based in Plymouth MA USA. It supplies components to the US government, scientific communities and commercial businesses.

X1 and XV Unmanned Aerial Systems Updates

The X1 is a purpose built coaxial multirotor UAS designed with the direct input of law enforcement, intelligence agencies, military, and rescue services. Using co-axial heavy lift motors, the X1 improves performance over traditional co-axial propeller designs and increases motor torque by 40%, delivering powerful propulsion and high power to weight capability.

As at the period ended February 28, 2023, X1 demonstration and customer enhanced prototype units have been sold to customers for various applications such as oil and natural gas pipeline inspection/security and agriculture/environmental missions.

The XV is a fixed-wing UAS platform with the added capability of vertical take-off and landing. This unique capability allows operators to extend their operational range while removing the requirement for a large runway. The XV can launch from an area as small as 8 square meters fully autonomously and operate for up to 7 hours.

We are also currently developing XMR - a 'super-heavy-lift' UAS for Military, Casualty / Medical Evacuation, and Cargo Transportation. The XMR is classified as a 'super heavy lift' UAS due to its capability of lifting up to 330 lbs. making it ideal solution for tasks that require higher than normal payloads. The Company expects to complete initial flight tests in Q3 2023.

On October 15, 2019, the Company announced the launch of the X1 to address the global requirement for a multi-role, state-of-the-art aerial platform. As of the end of November 2022, the X1 was starting its low-rate demonstration phase. Currently, the Company is procuring materials to begin production of additional demonstration units. X1 systems will be manufactured for various applications and targeted customers.

On May 6, 2020, the Company announced that it has received permission to operate drone platforms in UK airspace, the Permission for Commercial Operations from the UK Civil Aviation Authority, to operate small unmanned aircraft and small unmanned surveillance aircraft. The Company can now utilize its X1 platform for commercial operations, allowing our operators to demonstrate threat detection and surveillance in civilian airspace to both clients and potential partners. This also enables the Company to offer technical reconnaissance and non-destructive testing services for both civil and military applications.

On May 14, 2020, the Company announced that the X1 platform would be used in a series of airborne tests for the UK National Health Service (NHS) for emergency apparatus delivery. This will involve several test scenarios, that if successful will lead to on-scene delivery of defibrillators and other critical trauma assistance technologies.

5

On June 10, 2020, the Company announced that it had signed a Letter of Intent with SDS Group Australia Pty Ltd., a leading provider of best of breed products and equipment to the Australian security and defense securities, to position X1 for procurement-focused evaluations following initial consultation with members of the Australian Government. The focus of the partnership is primarily centered around the need for the early detection and identification of remote wildfires.

On July 16, 2020, the Company began a strategic alliance with Hummingbird Drones' Fire AI division for wildfire analysis from the Company's X1 and XV platforms, to get analytics to the fire fighters as close to real time as possible. Hummingbird Drones is an infrared service provider in Canada, and their Fire AI data analytics service has been used as a hotspot detection platform for wildfires for since 2017.

On August 25, 2020, the Company announced that it signed a re-seller and purchase agreement with Michigan-based Trendset Communications Group, a leading technology provider to the security, telecommunications, and technology sector.

On February 3, 2021, the Company announced the addition of MediMod to its X1 and XV UAV payload systems. MediMod is an active insulated refrigerated storage module that will have multiple medical uses and advantages, including assisting with the immediate need for rapid deployment of COVID-19 vaccine transportation to remote sites or between medical facilities as part of multiple national campaigns for mass vaccination. The transportation module will be dual-use and can be set for warm or cool state for the transportation of blood, human transplant organs and various vaccines across cities and remote destinations. On February 24, 2021, the Company announced the launch of XV-S, a fixed-wing UAS platform with the added capability of vertical take-off and landing. This capability removes the requirement for a large runway or expensive launch catapult and recovery nets, which are usually required by most fixed-wing drones.

On June 24, 2021, the Company announced that its first X1-H model UAS with client added prototype components had been sold and delivered to Aardvark LLP, to perform long range oil pipeline security and environmental operations in remote locations.

On July 13, 2021, the Company announced it closed a contract for the sale and delivery of UAS to the Durrell Wildlife Conservation Trust to perform critical environmental operations in Madagascar. The Durrell Wildlife Conservation Trust will use the Company's drone-based thermal infrared cameras as a new way of monitoring lemurs and identifying any potential poachers.

On September 2, 2021, the Company announced the sale of custom drones to Survey-AR, delivering a drone swarm test capability. The project assessed an autonomous drone swarm system to optimize weather and air quality monitoring in atmospheric boundary layer environments with particular importance in urban and industrial areas. The Company supplied a fleet of UAS to autonomously operate together and formed a 'swarm'.

On October 26, 2021, the Company announced the delivery of several new orders for environmental monitoring and Petrochemical inspection. Environmental monitoring was be carried out with X-Lite series drones, equipped with a winch and collection cup for deep water sampling to study plastic particulates in water and other microbiological impact. The drones were operated by Swiss university, ETH Zürich. The UAS for petrochemical inspection were used in Saudi Arabia for essential ultrasound testing of infrastructure at some of the world's highest volume petrochemical plants which included those owned by Saudi Aramco oil. The petrochemical sale is in collaboration with the Company's partner Tritex NDT UK.

On October 31, 2021, the Company announced that its partner, Aardvark, had placed an order to use PRT XV-L VTOL UAS for long-range security and environmental operations in remote locations.

On October 31, 2021, the Company also announced that it began a digital and marketing awareness campaign with Capital Analytica of Vancouver BC, Media Relations Inc of Burnsville MN and Think Inc Marketing of Huntington Beach CA. The campaign included press initiatives, advertising, publicity services and social media. These marketing and awareness programs include engagements with arm's length parties for an aggregate gross expenditure of CDN$120,000 over a 6-month period and USD $100,000 over a 3-month period. No stock-based compensation was provided.

6

On February 25, 2022 the Company received a final balancing payment for an order taken on under Tetra Drones Limited from Quantum Aviation. The balancing payment for this order was £2,361.68, with an additional 20% in VAT, bringing the total to £2,834.02.

On March 9, 2022, the Company received payment for electrical engineering work for a system owned by Red Engineering. The total value for this order was £600.00, with an additional 20% in VAT, bringing the total to £720.00.

On April 12, 2022, the Company received a final balancing payment for an order taken on under Tetra Drones Limited from SkyShows Aerial Limited. The balancing payment for this order was £700.00, with an additional 20% in VAT, bringing the total to £840.00.

On May 13, 2022, the Company received an order to manufacture a prototype testing drone for Aspira Aerial Applications. The total value for this order was £6,095.00, with an additional 20% in VAT, bringing the total to £7,314. Final payment was received on June 1, 2022.

On May 23, 2022, the Company received an order for upgrade work for a fleet of light show drones owned by Flight Shows Ltd. The total value for this order was £9,125.00, with an additional 20% in VAT, bringing the total to £10,950.00. Final payment was received on August 16, 2022.

On May 24, 2022, the Company received payment for repair work for systems owned by Quantum Aviation. The total value for this order was £460.00, with an additional 20% in VAT, bringing the total to £552.00.

On July 1, 2022, the Company received an order for supply of drones services for light shows from Sky Shows Aerial Ltd. The total value for this order was £7,500.00, with an additional 20% in VAT, bringing the total to £9,000.00. Final payment was received on August 16, 2022.

On August 16, 2022, the Company received a follow up order to upgrade a fleet of light show drones from FlightShows Ltd. The total value for this order was £19,086.44, with an additional 20% in VAT, bringing the total to £22,903.73. Final payment was received on November 11, 2022.

On August 17, 2022, the Company received an order to build a large fixed-wing UAS, and perform service and refurbish an existing drone platform for Air Data Systems Ltd. The total value for this order was £93,848.34, with an additional 20% in VAT, bringing the total to £112,618.01. Final payment was received on December 22, 2022.

On September 26, 2022, the Company received an order for supply of drones for light shows from Sky Shows Aerial Ltd. The total value for this order was £7,500.00, with an additional 20% in VAT, bringing the total to £9,000.00. Final payment was received on August 16, 2022.

On October 3, 2022, the Company received a follow up from Aspira Aerial Applications for their future spraying prototype project. The total value for this order was £9,495.00, with an additional 20% in VAT, bringing the total to £11,394.00. Final payment was received on October 31, 2022.

MiRIAD -Millimeter Remote Imaging from Airborne Drone Updates

MiRIAD is a prototype compact sensor package that is specifically designed for use on UAS. The sensor is being designed to support a variety of functions, from the primary function of detecting assault weapons and person-borne improvised explosive devices, alongside a whole spectrum of other uses, such as detecting breaks in power cables, solar farm efficiencies, structure degradation and external corrosion. The sensor uses completely passive techniques, which means there are no emissions and therefore no regulatory issues.

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

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

On August 31, 2020, the Company announced that it had produced definitive images of infrastructure corrosion utilizing its prototype MiRIAD Sensor system. This will provide a new and more importantly, low-cost capability for detecting civil and military aircraft fatigue, tanker and naval vessel corrosion, pipeline safety for oil and gas installations and infrastructure/bridge fatigue.  The Company also believes that safe, passive detection will ultimately be applied to medical skin analysis for burns and next generation walk through.

In Q1 2021 the Company updated the design of the MiRIAD sensors with digital signal processors to process the image data received from the sensors.

Due to funding issues from late 2021 until the current period ended February 28, 2023 the MiRIAD sensor development was put on hold. Management believes there is value to complete the product development when funding becomes available.

Wi-Ti Updates

Wi-Ti is a wall or portal mounted sensor system that will detect concealed threat items over an extended coverage area. It is ideal for covertly screening unstructured crowds to widen the security perimeter in public places.

The past four years have seen significant advances in the monitoring of Wi-Fi radio wave analysis. This includes Wi-Fi used to track and trace the movements of people in real time through walls. Similar techniques have used Wi-Fi radio waves to detect subtle changes in breathing and heart rates. The Company's Wi-Ti technology advances that analysis to concealed threat detection. Unlike other emerging screening technologies, Wi-Ti can be used in airport concourse areas, stadiums, and open spaces at stand-off distances. Our unique radar imaging and signal processing technology allows for non-intrusive screening of crowds in real time. Further, with Wi-Ti, there are no radio emissions, so this method of detection can be freely used in any Wi-Fi enabled environment without special license or regulatory approval.

On February 19, 2019, the Company signed a memorandum of understanding with Abicom International, a Qualcomm authorized design partner, to assist in the continued development of the Wi-Ti system and prototype. Abicom International has worked with many prominent security and technology companies, including Bosch Security, Siemens Transportation, QinetiQ, Harris Systems and Northern Light Technologies. Abicom International's status as a Qualcomm design center is an assurance of excellence that is granted to less than eleven companies globally". The partnership between Plymouth Rock and Abicom International is about the drive to continuously expand the realm of possibilities for Wi-Fi based technologies.

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During December 2020, the Company prepared and filed a trademark application for the mark Wi-Ti Class 009 - System for detecting threats, such as concealed weaponry, within a Wi-Fi enabled environment and electronic filing of the same with the USPTO (United States Patent and Trademark Office).

Due to other priorities, the Wi-Ti R&D has been put on hold until funding is available.

Shoe Scanner - SS1 Footwear Imaging Radar Technology

The SS1 is a floor-mounted 3D imaging system that uses harmless millimeter-wave imaging techniques to inspect footwear to determine if it has been altered or is being used to transport concealed items, such as weaponry, substances, compounds or electronic items. The SS1 can be used at security and identification checkpoints to eliminate the need for footwear removal, streamlining the security screening process and reducing bottle necks.

The Shoe Scanner allows for the rapid screening of footwear without necessitating removal of shoes. With a screening time of 30 persons per minute the Millimeter Wave Shoe Scanner is ideal for airport terminals, prisons/correctional facilities, public events and other high throughput, screening applications.

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

On October 29, 2020 the Company received a "Notice of Allowance" by the US Patent and Trademark Office of patent application No. 16/560,480 for the "Method and System for Determining Dielectric Properties of an Object". The invention uses millimeter wave ("MMW") shoe-scanning technologies for fast, contactless screening of passengers' footwear in highly secure environments such as airports, prisons, border points of entry and government buildings On February 16, 2021 the Company was granted US Patent No.: 10,921,428 B1.

On February 22, 2022 Plymouth been awarded a CRADA for its SS1 Shoe Scanner system by the US department of homeland security. A CRADA is a written agreement that facilitates R&D collaboration between one or more federal laboratories and one or more non-federal entities.

Due to other priorities, the Shoe Scanner has been put on hold until funding is available.

Mobile Reconfigurable Distributed Aperture Systems and Methods for Remote Sensing

On February 24, 2022 the Company began the process of applying for a patent. (Application No.: 17174637). This patent application relates to synthetic aperture radars and distributed aperture systems referred to as DAS. These DAS can be mounted on UAS. A DAS or DDAS (Drone Distributed Aperture Systems) may be utilized to create a synthetic aperture for transmission or reception of any or both electromagnetic and acoustic waves by reconfigurable formation of an array of transceivers. For example, a DDAS may include individual transceivers or small arrays of transceivers being mounted onto individual drones.

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The following table shows the Company's expenditures on its Developing Technologies recognized in R&D expenses:

		For the three months ended February 28,
Research and Development by Technology		2023		2022		2021
X-1	$	9,319	$	111,732	$	106,745
XV		4,659		28,571		43,105
Shoe Scanner		-		35,177		24,240
CODA		-		7,619		3,525
Aerowave		-		12,465		-
Total	$	13,978	$	195,564	$	177,615

		For the three months ended February 28,
		2023		2022		2021
Research and Development Tax Credit	$	172,806	$	-	$	-
Total	$	172,806	$	-	$	-

The R&D expenses incurred for the X1/XV and shoe-scanner were primarily design and process documentation related. The CODA expenses were related to testing of prototypes and software discovery and upgrades. The company claimed and received tax credit of $172,806 for the period ended February 2023 for the R&D expenses incurred in 2021.

RESULTS OF OPERATIONS

Three months ended February 28, 2023 and 2022

During the period ended February 28, 2023, the Company had a comprehensive loss of $70,596 compared to a comprehensive loss of $725,060 for the period ended February 28, 2022. The decrease in comprehensive losses were primarily driven by the following:

• Sales during the period ended February 28, 2023 amounted to $245,094 (February 28, 2022 - $164,248) with gross profit of $230,075 (February 28, 2022 - $140,604) resulting in a gross margin of 94% (November 30, 2021 - 86%). The Company's sales for the period include waveguide components and sale of services for drone builds. The increase in gross margin resulted from lower cost of sales relating to improving product yields by creating new process control documentation and by the higher gross margins of the newly acquired subsidiary stemming from efficient processes and economies of scale.
• Accounting and audit fees of $42,271 (February 28, 2022 - $52,558). The amount decreased in the current period due to a lower cost charged by new auditors for in 2022 year end financial audit which spilled over through the first two quarters of the year.
• Amortization in the amount of $8,905 (February 28, 2022 - $66,626) decreased due to the impairment of customer relationship acquired from Tetra Drones, and termination of right-of-use asset due to the cancellation of Company's leased premises. 
• Selling expenses of $1,033 (February 28, 2022 - $85,713) decreased due to less or not much business development initiatives for the period ended February 28, 2023.
• Consulting fees of $95,672 (February 28, 2022 - $80,131) increased during the period due to timing recognizing and recording of consultant fees incurred in 2022. Moreover, UK subsidiary has additional consultancy expenses incurred for the design and build of aircraft for the current period.
• Consulting fees related to research and development of $205 (February 28, 2022 - $148,403) decreased mainly due to general administrative this period.
• General office expenses of $27,973 (February 28, 2022 - $44,390) were slightly lower as a result of fewer activities during this period.

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• Legal fees of $4,689 (February 28, 2022 - $30,316) decreased as in previous period due to the decline in legal fees relating to the acquisition of Tetra Drones, the absence of the set-up fees for the new subsidiary in the UK partially offset by fees relating to the MCTO and other legal consultations.
• Management fees of $87,081 (February 28, 2022 - $23,417) increased due to management fee increase of CEO which take effect in the third quarter of 2022 and the reclassification of this fee from consulting fees (See Transactions with Related Parties).
• Rent of $14,327 (February 28, 2022 - $28,493) decreased due to the cancellation of Company's leased premises in US.
• Transfer agent and filing fees of $9,373 (February 28, 2022 - $11,148) decreased since there was no issuance of shares, closing of a private placement and related compliance which were done in the same period last year.
• Wages, salaries and benefits of $195,847 (February 28, 2022 - $257,251) decreased due to the resignation of employees of UK subsidiaries.
• Foreign currency translation loss of $32,233 (February 28, 2022 - gain of $22,926) recognized in other comprehensive income is the result of translating assets, liabilities and equity of the Company's US and UK entity to Canadian dollars for consolidated financial reporting purposes. The increase in gain was due to favorable foreign exchange movements during the period.

SUMMARY OF QUARTERLY RESULTS

The following table sets out selected financial data in respect of the last eight quarters of the Company. The data is derived from the financial statements of the Company prepared in accordance with IFRS.

		Qtr1 February 28, 2022			Qtr4 November 30,2022			Qtr3 August 31,2022			Qtr2 May 31,2022
Total Revenues, including interest income	$	245,094		$	53,819		$	56,878		$	332,414
Net loss		(102,829	)		(661,445	)		(778,398	)		(479,969	)
Basic and diluted loss per common share		(0.00	)		(0.05	)		(0.03	)		(0.01	)

		Qtr1 February 28, 2022			Qtr 4 November 30, 2021			Qtr 3 August 31, 2021			Qtr2 May 31,2021
Total Revenues, including interest income	$	164,248		$	65,372		$	96,484		$	2,942
Net loss		(747,986	)		(1,713,364	)		(887,777	)		(1,086,008	)
Basic and diluted loss per common share		(0.01	)		(0.07	)		(0.01	)		(0.02	)

The lower net loss in quarter ended February 28, 2023, compared with the fourth quarter of 2022 was primarily due to the increase in revenue and gross profit, lower G&A and R&D expenses and absence of impairments of intangible assets and demo equipment. The net loss is lower in the first quarter of 2023 compared with the 2022 quarters was primarily due to increase in revenue and gross profit, lower research and development expenses, and Wages, salaries and benefits.

LIQUIDITY AND CAPITAL RESOURCES

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

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As at February 28, 2023, the Company had $69,182 in current assets (November 30, 2022 - $62,202) and $2,128,262 in current liabilities (November 30, 2022 - $2,087,875) for a working capital deficit of $2,059,080 compared to a working updated deficit of $2,025,673 as at November 30, 2022. The increase in working capital deficit is mostly driven by the operating cash outflows and the increase in accounts payable and amounts due to related parties.

As at February 28, 2023, the Company had a share capital balance of $11,851,771 (November 30, 2022 - $11,851,771) and an accumulated deficit of $16,638,589 (November 30, 2022 - $16,535,760).  There wasn't any movement in share capital during the quarter.

Financing of operations has been achieved solely by sales loans and equity financing. However, the Company expects to generate profitable revenue in the coming years with adequate investment to support adding experienced manufacturing personnel and capital equipment. Currently the Company is primarily reliant upon the sale of equity securities, loans and some product sales in order to fund future operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis.  The Company's ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing. 

The Company expects to generate similar losses quarter over quarter for the next fiscal year in relation to the Company's development, administration and promotion of its technologies.  As of report date, management anticipates that the funds raised to date will be sufficient to sustain operations and the development of the Companies technologies for the next fiscal year.

Detailed discussions related to the Company's cash flows during the period ended February 28, 2023

Cash balances increased by a total of $10,918 during the period ended February 28, 2023 (February 28, 2022- decreased by $322,029).  This period, the cash increased due mainly to the upward movement of sale. Contrary to the same period last year, the cash was decreased due to lower sales and higher net loss of the Company (see Results of Operations).

During the period ended February 28, 2023, cash provided in operating activities was $10,324 compared to cash used in operating activities of $264,439 during the period ended February 28, 2022. The cash used mostly from an decrease in increased in due to related parties.

Cash used in investing activities during the period ended February 28, 2023, was $Nil (February 28, 2022- $46,004). There wasn't any additional equipment purchased during the period.

Cash provided by financing activities during the period ended February 28, 2023, was $594 compared to cash used by financing activities of $11,586 during the period ended February 28, 2022. The financing activities were only pertains to a minimal amount of loan from arm's length parties and payment of lease liability during the period ended February 28, 2023.

The effect of foreign exchange rates on cash during the period ended February 28, 2023 amounted to a loss of $1,372 (February 28, 2022 gain - $6,612).

PROPOSED TRANSACTIONS

On April 3, 2023, the Company announced a non-brokered private placement financing of up to 16,666,667 units (the "Units") of securities at a price of $0.06 per Unit for aggregate gross proceeds of up to $1,000,000.  Each Unit will be comprised of one common share and one full transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five years from closing of the private placement.

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OFF-BALANCE SHEET ARRANGEMENTS

To the best of Management's knowledge, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

CONTRACTUAL COMMITMENTS

The Company entered into a lease agreement with arm's length party on September 9, 2021. The term commenced on May 1, 2021 and will set to expire on April 30, 2024 and with annual lease fee of £12,000 or £1,000 per month with interest of 4% per annum above Barclays Bank PLC base rate in case of default.  Further, on the same date, the Company entered into separate agreement with the same arm's length party for drone flying permission over the land without restriction in exchange of £1,500 annual fee the term commenced on May 1, 2021 and end on April 30, 2024 as well.

The Company has certain commitments related to key management compensation for $35,875 per month with no specific expiry of terms (see Transactions with Related Parties).

On February 4, 2023, the Company received a disputed claim from a former consultant on the unpaid fees for the month of November 2022, December 2022 and January 2023 with an aggregate liability of $30,000. As of the reporting date, the Company is still waiting for the court order and plans to take a legal course of action as well.  Management cannot determine the outcome as of the date of this report.

TRANSACTIONS WITH RELATED PARTIES

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

As at February 28, 2023, $891,929 (November 30, 2022 - $705,672) was due to directors and officers of the Company:

		February 28, 2023		November 30, 2022
CFO of the Company- Susan Gardner	$	74,850	$	67,540
CEO of the Company- Carl Cagliarini		311,241		250,179
Directors- Philip Lancaster		118,125		78,750
Directors- Dana Wheeler		385,982		307,472
Directors- Douglas Smith		1,731		1,731
	$	891,929	$	705,672

During the periods ended February 28, 2023 and 2022 and 2021, the Company entered into the following transactions with related parties:

		February 28, 2023		February 28, 2022		February 28, 2021
Management fees	$	87,081	$	23,417	$	25,500
Consulting fees		37,500		62,500		62,500
Accounting fees		-		-		5,500
Rent		-		-		1,000
Share-based payments		-		-		254,151
Salaries and benefits to CEO		81,006		72,941		71,280
	$	205,587	$	158,858	$	419,931

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Management fees consisted of the following:

		February 28, 2023		February 28, 2022		February 28, 2021
CEO of the Company- Carl Cagliarini	$	66,830	$	-	$	-
Company controlled by the Former Corporate Secretary- Vivian Katsuris		-		15,750		10,500
CFO of the Company- Susan Gardner		20,251		7,667		-
Company controlled by the Former CFO- Zara Kanji		-		-		15,000
	$	87,081	$	23,417	$	25,500

Consulting fees consisted of the following:

		February 28, 2023		February 28, 2022		February 28, 2021
Directors- Philip Lancaster	$	37,500	$	62,500	$	62,500
	$	37,500	$	62,500	$	62,500

During the period ended February 28, 2023, the Company had 1,500,000 stock options held by the CEO, Former CFO, Former Corporate Secretary, and the Company's former and current directors. The amount recognized as expense for these options for the periods ended February 28, 2023, and 2022 are as follows:

	February 28, 2023			February 28, 2022
	Number of options held		Expense for the period (vested)	Number of options held		Expense for the period (vested)
Dana Wheeler, Director	600,000	$	-	600,000	$	-
Zara Kanji, Former CFO	150,000		-	150,000		-
Vivian Katsuris, Former Corporate Secretary	150,000		-	150,000		-
Angelos Kostopoulos, Former Director	-		-	150,000		-
Tim Crowhurst, Former Director	-		-	75,000		-
Douglas Smith, Director and Chairman	300,000		-	300,000		-
Dr. Khalid Al-Ali, Director	150,000		-	150,000		-
Thomas Nash, Director	150,000		-	150,000		-
	1,500,000	$	-	1,725,000	$	-

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

All significant accounting policies and critical accounting estimates are fully disclosed in Note 2 of the Financial Statements for the period ended February 28, 2023 that are available on SEDAR at www.sedar.com.

FINANCIAL RISK MANAGEMENT

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

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

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

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

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

For the for the period ended February 28, 2023, and November 30, 2022, the fair value of the cash, accounts receivable, accounts payable, and due from related parties approximate the book value due to the short term nature.

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

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due.  The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash.  As at February 28, 2023, the Company has cash balance of $22,673 (November 30, 2022 - $ 13,127) to settle current liabilities of $2,128,262 (November 30, 2022 - $2,087,875).  The Company's future financial success will be dependent upon the ability to monetize its technologies or obtain necessary financing to meet its contractual obligations.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has no significant interest rate risk due to the short-term nature of its interest generating assets.

Credit Risk

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

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar against the Canadian dollar have affected comprehensive loss for the period by approximately $143,262 (2022 - $7,464 and 2021 - $26,633).

CAPITAL STOCK

The authorized capital of the Company consists of an unlimited number of common shares without par value. As at February 28, 2023 and report date, the following table summarizes the outstanding share capital, stock options, and share purchase warrants of the Company:

	As at
	February 28, 2023	Report Date
Common shares	59,317,461	92,997,461
Stock Options	2,400,000	150,000
Share Purchase Warrants	9,430,160	43,110,160

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Subsequent to the period ended February 28, 2023

On March 3, 2023, 2,100,000 share options issued to directors, officers, employees, and consultants were surrendered and cancelled. Further, on March 16, 2023, another 150,000 share options issued to director were surrendered and cancelled. Each Unit is comprised of one common share and one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three years from closing of the private placement.

On March 30, 2023, the Company completed the private placement by issuance of 33,680,000 units at a price of $0.05 per unit for aggregate gross proceeds of $1,684,000. Each unit is comprised of one common share and one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three years for closing of the private placement.   

During the period ended February 28, 2023

The Company did not enter into any shares issuance transactions during the period ended February 28, 2023.

During the year ended November 30, 2022:

On December 31, 2021, the Company issued 78,125 common shares were issued as compensation for consulting fees to a director valued at a total of $17,189.

125,000 stock options with an exercise price of $0.50 were cancelled.

75,000 stock options with an exercise price of $0.50 expired unexercised.

561,081 warrants with exercise price of $0.20 expired unexercised.

During the year ended November 30, 2021:

During the year ended November 30, 2021, the Company issued 425,000 common shares for gross proceeds of $222,500 from the exercise of 425,000 stock options at $0.50 to $0.60 per share.

During the year ended November 30, 2021, the Company issued 6,129,572 common shares for gross proceeds of $1,332,727 from the exercise of 6,129,572 share purchase warrants at $0.20 to $0.50 per share.

During the year ended November 30, 2021, the Company issued 656,250 common shares were issued as compensation for consulting fees to a director (Note 8) valued at a total of $307,734.

On August 9, 2021, the Company issued 5,750,000 Units at $0.40 per unit for proceeds of $2,300,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.50 for five years. The Company paid cash of $63,700, issued 166,250 finders' Units with a fair value of $66,500 and 325,750 broker warrants as finder's fees. Each finders' Unit comprised of one common share and one full non-transferable common share purchase warrant, with exercise price of $0.50 per share for five years. The broker warrants are exercisable at $0.50 per share for five years.

On January 29, 2021, the Company issued 3,180,000 Units at $0.20 per unit for proceeds of $636,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 for five years. The Company paid cash of $10,480, issued 170,000 finders' Units with a fair value of $34,000 and 222,400 broker warrants as finder's fees . Each finder's Unit comprised of one common share and one full non-transferable common share purchase warrant with exercise price of $0.25 per share for five years. The broker warrants are exercisable at $0.25 per share for five years.

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Stock Options

The Company maintains an incentive stock option plan (the "Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares in the capital of the Company at the time of granting of options.

During the period ended February 28, 2023:

1,000,000 options, 475,000 options and 150,000 options with exercise prices of $0.60, 0.75 and 0.50, respectively, were cancelled.

During the year ended November 30, 2022:

125,000 stock options with an exercise price of $0.50 were cancelled.

75,000 stock options with an exercise price of $0.50 expired unexercised.

During the year ended November 30, 2021:

During the year ended November 30, 2021, 100,000 options were exercised at $0.60 per share and 325,000 options were exercised at $0.50 per share.

On June 10, 2021, the Company granted 150,000 incentive stock options to a consultant, options vested on grant date and with an exercise price of $0.50 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.485, volatility 100%, risk-free rate 0.82%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $53,682 and the amount was recognized on the consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

On January 21, 2021, the Company granted 1,550,000 incentive stock options to directors, consultants, and employees, options vested on grant date and with an exercise price of $0.75 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.75, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was estimated to be $1,022,995 and the amount was recognized on the consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

Stock option transactions and the number of stock options outstanding as at February 28, 2023, November 30, 2022 and November 30, 2021 are summarized as follows:

	Number of			Weighted Average
	Options			Exercise Price
Balance, November 30, 2021	4,225,000		$	0.64
Expired	(75,000	)		0.50
Cancelled	(125,000	)		0.50
Balance, November 30, 2022	4,025,000		$	0.66
Cancelled	(1,625,000	)		0.63
Balance, February 28, 2023	2,400,000		$	0.67

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Expiry Date	Exercise Price	Numbers of options outstanding	Numbers of options exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price
	$				$
January 15, 2024	0.60	1,050,000	1,050,000	0.38	0.26
March 20, 2024	0.60	150,000	150,000	0.07	0.04
November 28, 2024	0.50	125,000	125,000	0.09	0.03
January 21, 2026	0.75	1,075,000	1,075,000	1.30	0.34
		2,400,000	2,400,000	1.84	0.67

Share Purchase Warrants

During the period ended February 28, 2023:

No warrants were granted, expired nor exercise for the period ended February 28, 2023.

During the year ended November 30, 2022:

561,081 warrants with exercise price of $0.20 expired unexercised.

During the year ended November 30, 2021:

On August 9, 2021, the Company granted 5,750,000 common share purchase warrants as part of a non-brokered private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026.

On August 9, 2021, the Company also granted 492,000 warrants to finders in connection with the Private Placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.35, volatility 100%, risk-free rate 0.88%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $119,425.

On January 29, 2021, the Company granted 3,350,000 common share purchase warrants as part of a non-brokered private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.25 per share until January 29, 2026. During the year ended November 30, 2021, 30,000 warrants were exercised at $0.25 per share.

On January 29, 2021, the Company also granted 222,400 warrants to finders in connection with the Private Placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026. During the year ended November 30, 2021, 4,240 warrants were exercised at $0.25 per share. The fair value was estimated using the Black-Scholes pricing model with estimated stock price of $0.52, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $95,395.

Share purchase warrant transactions and the number of share purchase warrants outstanding as at February 28 2023, November 30, 2022 and November 30, 2021 are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, November 30, 2021	9,991,241		$	0.42
Warrants expired	(561,081	)		0.20
Balance, November 30, 2022 and February 28, 2023	9,430,160		$	0.41

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The following summarizes the stock warrants outstanding at February 28, 2023:

Expiry Date	Exercise Price	Number of Warrants outstanding and exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price
	$			$
January 29, 2026	0.25	3,188,160	0.99	0.08
August 9, 2026	0.50	6,242,000	1.93	0.33
		9,430,160	2.92	0.41

RISKS RELATED TO OUR BUSINESS

The Company believes that the following risks and uncertainties may materially affect its success.

Limited Operating History

The Company has only started generating revenues in the prior year.  The Company was incorporated on October 17, 2011 and has yet to generate a profit from its activities.  The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective.  The Company anticipates that it may take several years to achieve positive cash flow from operations.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Company's current and planned operations will be required.  No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Revenues, taxes, transportation costs, capital expenditures, operating expenses and development costs are all factors which will have an impact on the amount of additional capital that may be required.  To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders.  Debt financing, if available, may also involve restrictions on financing and operating activities.  There is no assurance that additional financing will be available on terms acceptable to the Company or at all.  If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion and pursue only those development plans that can be funded through cash flows generated from its existing operations.

Regulatory Requirements

The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that all permits which the Company may require for the facilities and conduct of operations will be obtainable on reasonable terms or that such laws and regulation would not have an adverse effect on any development project which the Company might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.  Parties engaged in operations may be required to compensate those suffering losses or damages and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulation and permits governing operations and activities of companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or development costs or require abandonment or delays in the development of new projects.

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Financing Risks and Dilution to Shareholders

The Company will have limited financial resources, no operations and hardly have revenues. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favorable terms or at all.  It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

Competition

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

Intellectual Property

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

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon the performance of the directors and officers and the ability to attract and retain key personnel.  The loss of the services of these persons may have a material adverse effect on the Company's business and prospects.  The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers, or other qualified personnel required to operate its business.  Failure to do so could have a material adverse effect on the Company and its prospects.

Governmental Regulations and Processing Licenses and Permits

The activities of the Company are subject to various government approvals, various laws governing prospecting, development, land resumptions, production taxes, labor standards and occupational health, toxic substances, and other matters.  Although the Company believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company. Further, the licenses and permits issued in respect of its projects may be subject to conditions that, if not satisfied, may lead to the revocation of such licenses.

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Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA.  To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Litigation

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

Public Health Crisis

In March 2020, the World Health Organization declared a global pandemic known as COVID-19. The expected impacts on global commerce are expected to be far reaching. This will impact demand for the Company's products and services and its ability to continue developing and testing their technologies in the near term and will impact the Company's supply chains. It may also impact expected credit losses on the Company's receivables. The duration and impact of the COVID-19 outbreak is unknown at this time and it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its subsidiary, in future periods. The management is closely evaluating the impact of COVID-19 on the Company's business.

As certain of the Company's officers have other outside business activities and, thus, may not be in a position to devote all of their professional time to the Company, the Company's operations may be sporadic, which may result in periodic interruptions or suspensions.

FORWARD-LOOKING STATEMENTS

This MD&A may include certain "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategies competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A, the words "estimate", "plan", "anticipate", "expect", ''intend'', "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that actual results of current exploration activities will differ, changes in project parameters as plans continue to be refined, unavailability of financing, fluctuations in precious and/or base metals prices and other factors, as outlined in the Company's preliminary long form prospectus filed on SEDAR. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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CAPITAL MANAGEMENT

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

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

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies that may be engaged in the similar business of developing technologies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

On November 22, 2021, Zara Kanji resigned as the Chief Financial Officer and was replaced in the interim by Vivian Katsuris, PRT's Corporate Secretary.

On January 13, 2022, the company appointed Susan Gardner as the company's CFO.

On January 13, 2022, Tim Crowhurst resigned as a Director of the Company.

On March 16, 2022, Vivian Katsuris resigned as the Corporate Secretary of the Company.

On June 9, 2022, the Company appointed Philip Lancaster to its Board of Directors. On February 3, 2023, the Company appointed Philip Lancaster as President and Corporate Secretary, replacing Dana Wheeler as President.

On July 19, 2022, Angelos Kostopoulos resigned as a Director of the Company.

On February 3, 2023, the Company appointed Carl Cagliarini as interim CEO, replacing Dana Wheeler. Dana Wheeler remains on its Board of Directors.

On March 31, 2023, Thomas Nash resigned as Director of the Company.

On April 10, 2023, the company appointed Zara Kanji as Director of the company.

As at the date of this MD&A, the Current Directors and Officers of the Company are as follows:

Carl Cagliarini, Interim CEO

Philip Lancaster, President and Director

Susan Gardner, CFO

Dana Wheeler, Director

Douglas Smith, Director and Chairman

Dr. Khalid M. Al-Ali, Director

Zara Kanji, Director

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OUTLOOK

The Company's objective is to maximize the value of the Company for our shareholders, and our strategy to obtain this result is to focus on project evaluations and project generation. To proceed with this strategy, additional financings may be required during the current fiscal year.

The company is currently at the inflection point of moving from design/development of prototypes to Low-Rate-Initial-Production (LRIP). Commercializing the products is a major step in the companies' strategic growth. With the pandemic being on the downturn, this will allow the company to spend appreciably more of its resources to meet with customers directly and start to attend trade shows in person. The marketing spend will also increase to accommodate this growth and sales strategy.

The company believes that an increase in revenue will occur in the next 6-12 months due to the forecasted sales pipeline and successful demonstration of the various products.

ADDITIONAL INFORMATION

Additional information relating to the Company can also be found on SEDAR at www.sedar.com.

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