form 5 quarterly listing statement -...

FORM 5 – QUARTERLY LISTING STATEMENT

January 2015

FORM 5

QUARTERLY LISTING STATEMENT

Name of Listed Issuer: Imagination Park Entertainment Inc. (the “Issuer”).

Trading Symbol: IP

This Quarterly Listing Statement must be posted on or before the day on which the Issuer’s unaudited interim financial statements are to be filed under the Securities Act, or, if no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer’s first, second and third fiscal quarters. This statement is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies. If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website.

General Instructions

(a) Prepare this Quarterly Listing Statement using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer.

(b) The term “Issuer” includes the Listed Issuer and any of its subsidiaries.

(c) Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

There are three schedules which must be attached to this report as follows: SCHEDULE A: FINANCIAL STATEMENTS The Issuer’s unaudited interim consolidated financial statements for the period ended November 30, 2017 are attached. SCHEDULE B: SUPPLEMENTARY INFORMATION

The supplementary information set out below can be found in the Issuer’s financial statements attached as Schedule A.


January 2015

1. Related party transactions

Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons: (a) A description of the relationship between the transacting parties. Be as

precise as possible in this description of the relationship. Terms such as affiliate, associate or related company without further clarifying details are not sufficient.

(b) A description of the transaction(s), including those for which no amount has been recorded.

(c) The recorded amount of the transactions classified by financial statement category.

(d) The amounts due to or from Related Persons and the terms and conditions relating thereto.

(e) Contractual obligations with Related Persons, separate from other contractual obligations.

(f) Contingencies involving Related Persons, separate from other contingencies.

2. Summary of securities issued and options granted during the period.

Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A): (a) summary of securities issued during the period,

Date of Issue

Type of Security

(common shares,

convertible debentures,

etc.)

Type of Issue

(private placement,

public offering,

exercise of warrants,

etc.)

Number

Price

Total Proceeds

Type of Consideration

(cash, property, etc.)

Describe

relationship of Person

with Issuer (indicate if

Related Person)

Commission Paid

(b) summary of options granted during the period,


January 2015

Date

Number

Name of Optionee if Related Person and relationship

Generic description of other Optionees

Exercise Price

Expiry Date

Market

Price on date of Grant

3. Summary of securities as at the end of the reporting period.

Provide the following information in tabular format as at the end of the reporting period: (a) description of authorized share capital including number of shares for

each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions,

(b) number and recorded value for shares issued and outstanding,

(c) description of options, warrants and convertible securities outstanding,

including number or amount, exercise or conversion price and expiry date, and any recorded value, and

(d) number of shares in each class of shares subject to escrow or pooling

agreements or any other restriction on transfer. 4. List the names of the directors and officers, with an indication of the

position(s) held, as at the date this report is signed and filed. SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

The Issuer’s Management Discussion & Analysis for the period ended November 30, 2017 is attached.


January 2015

Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Quarterly Listing Statement.

2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

4. All of the information in this Form 5 Quarterly Listing Statement is true.

Dated February 1, 2018

Alen Paul Silverrstieen Name of Director or Senior Officer

/s/ Alen Paul Silverrstieen Signature

President & CEO Official Capacity


January 2015

Issuer Details Name of Issuer

Imagination Park Entertainment Inc.

For Quarter Ended 2017/11/30

Date of Report YY/MM/D 2018/02/01

Issuer Address 700-838 W Hastings Street City/Province/Postal Code Vancouver, BC, V6C 0A6

Issuer Fax No. ( )

Issuer Telephone No. (818) 850-2490

Contact Name Kelly Pladson

Contact Position Corporate Secretary

Contact Telephone No. (604) 726-6749

Contact Email Address [email protected]

Web Site Address www.imaginationpark.com


January 2015

SCHEDULE “A”

UNAUDITED FINANCIAL STATEMENTS FOR PERIOD ENDED NOVEMBER 30, 2017

IMAGINATION PARK ENTERTAINMENT INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED – PREPARED BY MANAGEMENT)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

See accompanying notes to the condensed consolidated interim financial statements.

IMAGINATION PARK ENTERTAINMENT INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED – PREPARED BY MANAGEMENT) AS AT

November 30, 2017

August 31,

2017

ASSETS Current Cash and cash equivalents $ 332,195 $ 528,401 Receivables (Note 7) 78,817 54,603 Subscription receivable (Note 7 and 15) 500 - Prepaid expenses (Note 8) 102,518 8,259

Total current assets 514,030 591,263 Reclamation bonds (Note 9) 5,040 5,040 Investment in Xenoholographic Inc. (Note 11) 469,031 203,792 Total assets $ 988,101 $ 800,095 LIABILITIES AND SHAREHOLDERS' EQUITY Current

Accounts payable and accrued liabilities (Notes 12 and 14) $ 114,570 $ 286,839 Deferred revenue 15,000 15,000 Loans payable (Note 13) 500,426 5,076

Total liabilities 629,996 306,915 Shareholders' equity Capital stock (Note 15) 15,439,549 15,121,397 Reserves 2,863,382 1,893,992 Deficit (17,944,826) (16,522,209)

Total shareholders' equity 358,105 493,180 Total liabilities and shareholders' equity $ 988,101 $ 800,095

Nature and continuance of operations (Note 1) Subsequent events (Note 17) On behalf of the Board: “Gabriel Napora” , Director “Tim Marlowe” , Director


IMAGINATION PARK ENTERTAINMENT INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED – PREPARED BY MANAGEMENT) FOR THE THREE MONTHS ENDED NOVEMBER 30,

2017 2016 REVENUE Production income $ - $ 61,500 Production expenses - 39,914

- 21,586 EXPENSES Consulting fees and management fees (Note 14) 173,573 131,455 Foreign exchange loss 8,871 2,512 Net profits interests acquired (Note 10 and 15) - 228,600 Office, rent, and miscellaneous (Note 14) 13,289 9,709 Pre-production expenses 50,239 - Professional fees 65,544 15,939 Share-based compensation (Note 14 and 15) 988,392 - Shareholder communications and promotion 38,849 18,132 Transfer agent and filing fees 5,876 6,448 Travel and accommodation 66,041 54,582 1,410,674 467,377 OTHER ITEMS Gain on settlement of debt (4,650) - Share of loss in equity accounted investment 16,593 -

1,422,617

467,377 Total loss and comprehensive loss for the period $ (1,422,617) $ (445,791) Basic and diluted net loss per common share $ (0.02) $ (0.01) Weighted average number of common shares outstanding – basic and diluted

62,220,437

39,923,214


IMAGINATION PARK ENTERTAINMENT INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED – PREPARED BY MANAGEMENT) FOR THE THREE MONTHS ENDED NOVEMBER 30,

2017

2016

CASH FLOW FROM OPERATING ACTIVITIES Net loss for the period $ (1,422,617) $ (445,791) Items not affecting cash: Share-based compensation 988,392 - Net profits interests acquired - 228,600 Gain on settlement of debt (4,650) - Change in non-cash working capital items: Decrease in receivables (24,214) 2,687 Decrease in prepaid expenses (94,259) 35,376 Increase in accounts payable and accrued liabilities (172,269) 33,285

Net cash flows used in operating activities (729,617) (145,843) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from private placements 251,500 - Share issuance costs (5,100) - Proceeds from option exercises 22,500 - Proceeds from warrant exercises 29,750 - Proceeds from loans 500,000 -

Net cash flows provided by financing activities 798,650 - CASH FLOWS FROM INVESTING ACTIVITIES Issuance of shares pursuant to exercise of net profits interest - 71,424 Investment in Xenoholographic Inc. (265,239) -

Net cash flows provided by (used in) investing activities (265,239) 71,424 Change in cash (196,206) (74,419) Cash, beginning of period 528,401 135,688 Cash, end of period $ 332,195 $ 61,269

Cash paid for taxes during the period $ - $ - Cash paid for interest during the period $ - $ - Supplemental disclosure with respect to cash flows (Note 16)

See accompanying notes to the condensed consolidated interim

financial statements.

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ESSED IN

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NA

DIA

N D

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Reserves

N

umber of shares

Capital stock

Treasury

Shares Share-based

payment reserve

Warrant

reserve D

eficit Total

Balance, A

ugust 31, 2016 36,319,214

$ 9,670 ,847

$ (255,000)

$ 442,162

$ 358,596

$ (10,260,995)

$ (44,390)

Issued pursuant to asset purchase agreement (N

ote 10) 3,226,000

262,224 -

- -

- 262,224

Issuance of shares for debt 378,000

37,800 -

- -

- 37,800

Net and com

prehensive loss for the period -

- -

- -

(445,791) (445,791)

Balance, N

ovember 30, 2016

39,923,214 $ 9,970 ,871

$ (255,000) $ 442,162

$ 358,596 $ (10,706,786)

$ (190,157)

Balance, A

ugust 31, 2017 61,589,503

$ 15,121,397

$ -

$ 1,556,162

$ 337,830

$ (16,522,209)

$ 493,180

Issued pursuant to private placements

987,500 252,000

- -

- -

252,000 Finders’ fees – cash

- (4,800)

- -

- -

(4,800) Finders’ fees – shares

60,000 -

- -

- -

- Exercise of options

150,000 22,500

- -

- -

22,500 Fair value of exercised options

- 19,002

- (19,002)

- -

- Exercise of w

arrants 85,000

29,750 -

- -

- 29,750

Share issuance costs -

(300) -

- -

- (300)

Share-based compensation

- -

- 373,073

- -

373,073 W

arrants issued pursuant to bridge loan agreement

- -

- -

615,319 -

615,319 N

et and comprehensive loss for the period

- -

- -

- (1,422,617)

(1,422,617)

Balance, N

ovember 30, 2017

62,872,003 $

15,439,549 $

- $

1,910,233 $

953,149 $

(17,944,826) $

358,105

IMAGINATION PARK ENTERTAINMENT INC. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED – PREPARED BY MANAGEMENT) FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017

1. NATURE AND CONTINUANCE OF OPERATIONS

On May 4, 2016, the Company changed its name to Imagination Park Entertainment Inc. (hereafter the "Company”) with a corresponding change to the trading symbol on the Canadian Securities Exchange under the symbol “IP”. The Company was incorporated on October 11, 2011 under the laws of the Business Corporation Act (BC, Canada). During the year ended August 31, 2015, the Company changed its principal business from the acquisition and exploration of mineral properties to activities in the media and entertainment industry. The Company began trading under the symbol "GNM" on January 5, 2012. The Company’s common shares were delisted from trading on the TSX Venture Exchange (“TSX-V”) on September 5, 2014, with trading of its common shares on the Canadian Securities Exchange (“CSE”) commencing on September 8, 2014. During the year ended August 31, 2015, the Company consolidated its share capital, options and warrants on a ten to one basis. These statements reflect the share consolidation retroactively. The Company's head office is located at 1108 – 1238 Seymour Street, Vancouver, BC, V6B 6J3.

The condensed consolidated interim financial statements were approved by the Board of Directors on January 24,

2018.

The condensed consolidated interim financial statements have been prepared with the assumption 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 operations. Continued operations of the Company are dependent on the Company’s ability to receive financial support, complete additional equity financing, or generate profitable operations in the future. Management believes it will be successful in raising the necessary funding to continue operations however; there is no assurance that these funds will be available on terms acceptable to the Company or at all. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. The consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. STATEMENT OF COMPLIANCE

These unaudited condensed consolidated interim financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.

3. BASIS OF PRESENTATION These condensed consolidated interim financial statements have been prepared on a historical cost basis except for investments classified as available-for-sale or held-for-trading which are stated at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The functional and presentation currency of the Company and its wholly owned subsidiaries is the Canadian dollar. In the preparation of these condensed consolidated interim financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the period. Actual results could differ from these estimates.


4. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been consistently applied to the years presented in these condensed consolidated interim financial statements, unless otherwise stated.

Principles of consolidation These condensed consolidated interim financial statements include the accounts of the Company, and its wholly-

owned subsidiaries, Juturna Geothermal Inc. incorporated under the laws of B.C., Geo Minerals (Arizona) Ltd. and Juturna Geothermal (Arizona) Inc. incorporated under the laws of Arizona, and 2009812 Delaware, Inc. incorporated in the state of Delaware. Significant inter-company balances and inter-company transactions have been eliminated upon consolidation. All references to the Company should be treated as references to Imagination Park Entertainment Inc. (formerly GeoNovus Minerals Corp.) and its subsidiaries. The Company dissolved Juturna Geothermal (Arizona) Inc. and Geo Minerals (Arizona) Ltd. as these subsidiaries are inactive.

Subsidiaries Subsidiaries are entities over which the Company has control. Controls exist when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affects its returns. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Investment in Joint Venture A joint venture is a joint arrangement whereby the joint venture participants are bound by contractual agreements establishing joint control. Joint control exists when decisions about the activities that significantly affect the returns of the investee require unanimous consent. A joint arrangement may be a joint operation or a joint venture. A joint arrangement is classified as a joint venture when the investor has rights to the net assets of the joint arrangement. A joint operation is a joint arrangement whereby the investor has rights and obligations to the separate assets and liabilities of the investee, respectively. The Company does not hold interests in joint operations. The Company accounts for its investments in its joint venture (note 11) using the equity method. Under the equity method, the Company’s investment in the joint venture is initially recognized at fair value and subsequently increased or decreased to recognize the Company's share of net earnings and losses of joint venture, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the associate or joint venture's reserves, and for impairment losses after the initial recognition date. The total carrying amount of the Company's investments in its joint venture also include any long-term debt interests which in substance form part of the Company's net investment. The Company’s share of the joint venture's losses that are in excess of its investment are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture. The Company's share of earnings and losses of the joint venture are recognized in net earnings during the period. Dividends and repayment of capital received from a joint venture are accounted for as a reduction in the carrying amount of the Company’s investment.

Cash and cash equivalents Cash consists of balances with banks and short-term demand deposits which are readily convertible into a known amount of cash. The Company's cash is invested with major financial institutions in business accounts. Joint venture The Company’s interests in a jointly controlled entity are proportionately consolidated. The Company combines its share of the joint venture’s individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Company’s financial statements. The Company recognises the portion of gains or losses on the sale of assets by the Company to the joint venture that is attributable to the other ventures. The Company does not recognize its share of profits of losses from the joint venture that result from the Company’s purchase of assets from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately of the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.


4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition The Company recognizes revenue when services have been rendered. The Company’s revenue consists of funds received in relation to the production of a music video project.

! Financial instruments

Financial assets and financial liabilities that are purchased and incurred with the intention of generating profits in the near term are classified as held-for-trading. These instruments, together with financial instruments designated as fair value through profit or loss, are measured at fair value with subsequent changes in fair value recognized in profit or loss. The Company's marketable securities were classified as held-for-trading financial assets.

Financial assets that have a fixed maturity date and fixed or determinable payments, where the Company intends and has the ability to hold the financial asset to maturity are classified as held-to-maturity and are measured at amortized cost using the effective interest rate method. The effective interest rate method is a method for calculating the amortized cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period. Any gains and losses arising from the sale of held-to-maturity financial assets are recognized in profit or loss. Currently, the Company has no held-to-maturity financial assets. Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Items classified as loans and receivables are measured at amortized cost using the effective interest method. Any gains or losses on the realization of loans and receivables are recognized in profit or loss. The Company’s cash balance and receivables are classified as loans and receivables. The estimated fair values of these financial instruments approximate their carrying values because of the limited terms of these instruments.

Available-for-sale assets are those financial assets that are not classified as held-for-trading, held-to-maturity or loans or receivables. Available-for-sale assets are recognized at fair value and are subsequently carried at fair value. Changes in fair value, other than impairment losses, are recognized in other comprehensive income or loss. When an available-for-sale asset is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income or loss to profit or loss. Currently, the Company has no available-for-sale financial assets. Transaction costs associated with fair value through profit or loss financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset. Regular way purchases and sales of financial assets are accounted for at the trade date. Financial liabilities that are not classified as held-for-trading or as fair value through profit or loss are classified as other financial liabilities, and are carried at amortized cost using the effective interest method. Any gains or losses arising from the realization of other financial liabilities are recognized in the profit or loss. The Company's accounts payable and accrued liabilities and loans payable are classified as other financial liabilities. The Company classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date (Level 1); (b) inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). At November 30, 2017 the Company has no financial instruments carried at fair value.


4. SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of financial assets Financial assets, other than available-for-sale assets, are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired when there is objective evidence that the estimated future cash flows of the assets have been negatively impacted. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced by the amount of the impairment and the loss is recognized in profit or loss. If in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying value of the asset does not exceed what the amortized cost would have been had the impairment not been recognized. Any subsequent reversal of an impairment loss is recognized in profit or loss. If an available-for-sale asset is impaired, an amount comprising the difference between its cost and its current fair value, less any impairment previously recognized in profit or loss, is recognized in profit or loss. To the extent that this impairment was previously recognized as a decline in fair value in other comprehensive income, the amount recognized is reclassified from other comprehensive income. Reversals in respect of equity instruments classified as available-for-sale are not recognized in profit or loss.

Impairment of non-financial assets

At each statement of financial position date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is an indication that those assets have suffered an impairment loss. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of the fair value less costs to sell and the value in use. If the recoverable amount is less than the carrying amount of the asset, the carrying amount is reduced to the recoverable amount and the impairment loss is recognized in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Foreign currency translation The Canadian dollar is the functional and reporting currency of the Company. All foreign currency monetary assets and liabilities are translated at the rate of exchange at the statement of financial position date and non-monetary assets and liabilities are translated at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the statement of financial position date. Income and expenses are translated at the rates approximating those at the transaction dates. Gains and losses arising from translation of foreign currency monetary assets and liabilities are recognized in profit or loss.

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a

contract are lower than the unavoidable cost of meeting its obligations under the contract. The Company had no material provisions as at November 30, 2017.


4. SIGNIFICANT ACCOUNTING POLICIES (Continued) Valuation of equity units issued in private placements 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 measured 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 a private placement was determined to be the more easily measurable component and the shares were valued at their fair value. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded within the warrant reserve.

Share-based payment transactions In situations where equity instruments are issued to non!employees and the fair value of some or all of the goods or services received by the entity as consideration cannot be reliably estimated, they are measured at fair value of the share!based payment. Otherwise, share!based payments are measured at the fair value of goods or services received. The fair value of stock options granted to employees is recognized as an expense over the vesting period with a corresponding increase in the equity settled share-based payments reserve account. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company.

The fair value is measured at the grant date using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. Where the terms of an equity!settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share!based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Share Consideration Other equity instruments issued as purchase consideration in non-cash transactions are recorded at fair value determined by management using the Black-Scholes option pricing model. The fair value of the shares issued as purchase consideration is based upon the trading price of those shares on the CSE on the date of the agreement to issue shares as determined by the Board of Directors.

Income taxes

Income tax on the profit or loss for the period presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax provides for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. 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 reporting 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 are reviewed at each reporting date and to the extent that the Company does not consider it more probable than not that a deferred tax asset will be recovered, it is not recognized.


4. SIGNIFICANT ACCOUNTING POLICIES (Continued) Loss per share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive. The “treasury stock method” is used for the assumed proceeds upon the exercise of the options and warrants that are used to purchase common shares at the average market price during the period. During the years ended August 31, 2017 and 2016, the outstanding stock options and warrants were anti-dilutive. Estimates and judgments The preparation of these consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material. The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to: i) Carrying values for assets and impairment charges In the determination of carrying values and impairment charges, management looks at the higher of value in use or fair value less costs to sell in the case of non-financial assets and at objective evidence, significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.

ii) Income taxes and recoverability of potential deferred tax assets In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

iii) Share-based payments Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.


4. SIGNIFICANT ACCOUNTING POLICIES (Continued) Future accounting changes

IFRS 9 Financial Instruments: Classification and Measurement ("IFRS 9") introduces new requirements for the classification and measurement of financial instruments. Management anticipates that this standard will be adopted in the Company's consolidated financial statements for the period beginning September 1, 2018, and has not yet considered the potential impact of the adoption of IFRS 9.

IFRS 15 Revenue from Contracts with Customers: The new standard provides a comprehensive five-step revenue recognition model for all contracts with customers and requires management to exercise significant judgment and make estimates that affect revenue recognition. Management anticipates that this standard will be adopted in the Company's consolidated financial statements for the period beginning September 1, 2018, and has not yet considered the potential impact of the adoption of IFRS 15. IFRS 16 Leases specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17 Leases. Applicable to annual periods beginning on or after January 1, 2019.

5. CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support its media business. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. Management considers the Company’s capital structure to primarily consist of the components of shareholders’ equity.

The Company is dependent on external financing to fund its activities. In order to carry out future transactions and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess additions to its media business if it feels there is sufficient economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the period presented. The Company and its subsidiaries are not subject to externally imposed capital requirements.

6. FINANCIAL RISK FACTORS

The Company's risk exposures and the impact on the Company's financial instruments are summarized below. There have been no changes to the Company’s approach to mitigating risk exposures during the period ended November 30, 2017. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's credit risk is primarily attributable to cash and receivables. The Company limits its exposure to credit risk by placing its cash with a high credit quality financial institution in Canada. The receivables relate to amounts due from government agencies, subscriptions receivable, and trade receivables, The Company has no significant concentration of credit risk arising from operations.


6. FINANCIAL RISK FACTORS (Continued) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instrument or future media related transactions. The Company's approach to managing liquidity risk is to ensure it has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from private placements to meet its operating requirements, after taking into account existing cash and expected exercise of share purchase warrants and options. The Company requires additional equity financing to fund its planned media programs and operating expenditures. Management believes that it will be successful in raising the necessary funds however, given the current market conditions, management believes that the raising of the required funds will take longer than is normal and will be at prices that may be less than desirable. There are no assurances that additional funds will be available on terms acceptable to the Company or at all. As at November 30, 2017, the Company had $114,570 (August 31, 2017 - $286,839) of accounts payable and accrued liabilities which are due on standard trade payable terms not exceeding 90 days and loans payable of $500,426 (August 31, 2017 - $5,076).

Interest risk Interest risk consists of two components: to the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk; and to the extent that changes in prevailing market rates differ from the interest rates in the Company’s monetary assets and liabilities. The Company has cash balances and no material interest-bearing debt, therefore, interest rate risk is minimal.

Foreign currency risk Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company’s functional and presentation currency is the Canadian dollar. Certain expenditures are transacted in foreign currencies. As a result, the Company is exposed to fluctuations in these foreign currencies relative to the Canadian dollar. As at November 30, 2017, the Company has USD $3,504 included in cash and USD $24,032 included in accounts payable. Management does not hedge its foreign exchange risk, and does not believe a change in foreign exchange would materially affect the Company at its current stage.

7. RECEIVABLES The receivables balance is comprised of the following items:

November 30, 2017

August 31, 2017

Sales tax receivable from the Federal Government $ 78,817 $ 54,603 Subscriptions receivable 500 -

$ 79,317 $ 54,603


8. PREPAID EXPENSES The prepaid expense balance is comprised of the following items: 9. RECLAMATION BONDS

The reclamation bond balance at November 30, 2017, of $5,040 (August 31, 2017 - $5,040) relates to the Company’s previously held mineral properties.

10. INTANGIBLE ASSETS Asset purchase agreements

During the year ended August 31, 2015, the Company signed a definitive agreement to acquire assets from a related company, Greenstock Publishing Ltd. (“Greenstock”), a Canadian music publisher for 1,000,000 shares (valued at $450,000 based on market prices on the date the agreement was approved by the TSX-V). Greenstock owns 50% of the music publishing rights for the band, Franklins Dealers. The Greenstock business model is based on creating and acquiring music catalogs to place into major motion pictures. Greenstock was related at the date of acquisition as the CEO of Greenstock was also a director of the Company at that time, but is now a former director. The assets purchased during the year ended August 31, 2015 consist of intangible music publishing rights, of which $449,900 has been expensed due to uncertainty regarding the future value. As at August 31, 2016, $100 remains capitalized on the consolidated statement of financial position.

During the year ended August 31, 2016, the Company entered into an asset purchase agreement with Fast Creative Inc., a company wholly-owned by a director of the Company, to acquire certain intellectual property relating to Imagination Park for a purchase price of $26,250, including GST. The acquisition consideration was satisfied through the issuance of 525,000 common shares at a deemed price of $0.05 per share. The assets were expensed during the year ended August 31, 2016 as they did not meet the definition of an asset. The agreement provides that Fast Creative shall have the sole and exclusive option to repurchase the assets, which are the subject of the agreement, if there is a change of control of Imagination Park and the Company no longer intends to use those assets. The amount payable by Fast Creative to repurchase the assets will be equivalent to the value of 300,000 common shares of Imagination Park on the date the Company provides notice to Fast Creative under the option, meaning that Fast Creative could satisfy the payment by returning 300,000 shares of Imagination Park to treasury for cancellation.

November 30, 2017

August 31, 2017

Consulting $ 95,059 $ 2,625 Professional 6,959 5,134 Rent 500 500

Total $102,518 $ 8,259


10. INTANGIBLE ASSETS (Continued) Revenue participation agreements During the year ended August 31, 2015, the Company signed revenue participation agreements with directors, subsequently amended, to acquire the rights to share potential revenue from upcoming films. The Company issued 3,400,000 shares valued at $510,000 (based on the market price on the date shares were issued) as consideration for the acquisitions. During the year ended August 31, 2016, 1,700,000 shares were cancelled and returned to treasury valued at $255,000. During the year ended August 31, 2017, an additional 1,700,000 shares were cancelled and returned to treasury valued at $255,000 and the Company issued 2,300,000 common shares at $0.10 to Triton Films Inc., a company wholly-owned by Gabriel Napora, CEO of Imagination Park, pursuant to the initial exercise of its option under the revenue participation agreement, which was amended during the three months ended November 30, 2016 to acquire the rights to share potential revenue from upcoming films. During the year ended August 31, 2017, the Company also issued 250,000 common shares at $0.10 to settle a penalty fee and issued 115,000 common shares at $0.10 as a success fee pursuant to the exercise of the LOI option with Triton Films Inc. During the year ended August 31, 2016, the Company issued 500,000 shares valued at $25,000 in exchange for a percentage of net profits in the film ‘Absolution’. During the year ended August 31, 2017, the Company issued 561,000 common shares at $0.10 to Robinson Media Inc., a company owned by Timothy Marlowe, Director of Imagination Park, pursuant to the acquisition of a 10% net profits interest in a full length documentary ‘Food for Thought’. During the year ended August 31, 2017, the Company wrote off intangible assets of $25,100.

11. EQUITY ACCOUNTED INVESTMENT IN XENOHOLOGRAPHIC INC.

During the year ended August 31, 2017, the Company executed a binding letter of intent (“LOI”) with InterKnowlogy, LLC (“InterKnowlogy”) in connection with the establishment of a joint venture company ("JVC") where, pursuant to the terms, ownership will be divided on a 50/50 basis between Imagination Park and InterKnowlogy. Under the LOI the Company will contribute seed funds of US$500,000 and InterKnowlogy contributed the “Technology” as defined in the LOI. Additional investment will be made on an equal basis. During the year ended August 31, 2017, the Company contributed $149,056 (US$120,000) and granted 240,000 options with a value of $56,760 to Interknowlogy. During the year ended August 31, 2017, the Company recorded its share of the loss of Xenoholographic Inc. of $2,024. There are no contingent liabilities relating to the Company’s interest in the joint venture, and no contingent liabilities of the venture itself. During the period ended November 30, 2017, the Company contributed $281,832 (US$225,000) and recorded its share of the loss of Xenoholographic Inc. of $16,593.


11. EQUITY ACCOUNTED INVESTMENT IN XENOHOLOGRAPHIC INC. (Continued)

12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The payables balance is comprised of the following items: 13. LOANS PAYABLE

During the year ended August 31, 2015, the Company received a loan of $6,000 from a non-related company. The loan bears interest at 10% and was repayable on December 15, 2015. If the loan was not repaid by the repayment date, the loan may be converted to shares at a price of $0.10 per share. During the year ended August 31, 2016 the principal was converted to shares and interest payable of $276 remains outstanding as at November 30, 2017 (August 31, 2017 - $276). As at November 30, 2017, the Company has $150 (August 31, 2017 - $4,800) in short-term loans from related parties, which are non-interest bearing and repayable on demand. During the period ended November 30, 2017, the Company entered into a loan agreement to accept a short term, no interest, $500,000 bridge loan from a director of the Company convertible into 2,500,000 common share purchase warrants of the Company, each warrant convertible into one common share at a price of $0.32 per share for up to two years from the date of issue.

November 30, 2017

August 31, 2017

Percentage interest 50% 50% Current assets $ 27,943 $ 21,805 Non-current assets 1,456,473 1,284,121 Current liabilities (16,851) (18,190) Net assets $ 1,467,565 $ 1,287,736 Expenses $ 33,216 $ 4,048 Loss after income tax $ 33,216 $ 4,048 Proportionate interest in Xenoholographic Inc. $ 733,783 $ 643,868 Interest remaining to fund (264,752) (440,000) Equity accounted investment $ 469,031 $ 203,792

November 30, 2017

August 31,

2017

Trade payables $ 58,462 $ 186,468 Related parties 21,768 70,161 Accrued liabilities 34,340 30,210

Total $ 114,570 $ 286,839


14. RELATED PARTY TRANSACTIONS

Key management personnel include members of the Board of Directors, Executive Officers and any companies owned or controlled by them. During the period ended November 30, 2017, the Company paid or accrued consulting and management fees of $140,854 (2016 - $90,500), and paid or accrued office and rent costs of $Nil (2016 - $1,500) to directors and officers of the Company, or companies under their control. As at November 30, 2017, $21,768 (August 31, 2017 - $70,161) remained outstanding and is included under accounts payable.

During the period ended November 30, 2017, the Company issued 900,000 stock options (August 31, 2017 - 3,246,500) to directors resulting in share-based compensation of $220,955 (August 31, 2017 - $468,070). During the period ended November 30, 2017, the Company issued 1,500,000 warrants (August 31, 2017 - Nil) to a director resulting in share-based compensation of $369,192 (August 31, 2017 - $Nil).

15. CAPITAL STOCK, STOCK OPTIONS AND WARRANTS Capital stock

The Company has authorized an unlimited number of common shares without par value. During the period ended November 30, 2017 the Company: i) closed a non-brokered private placement financing for gross proceeds of $192,000. The Company issued

800,000 units at a price of $0.24 per unit. Each unit comprised of one common share and one-half of one share purchase warrant, with a whole warrant entitling the holder to purchase one additional common share for a period of up to twenty-four months from the date of issue at a price of $0.32, subject to accelerated expiry in certain circumstances.

In addition, the Company has paid an arm’s length finder a fee of $4,800 and issued 60,000 finders’ units with each finders’ unit having the same terms as the units issued in the placement;

ii) closed a non-brokered private placement financing for aggregate gross proceeds of $60,000. The Company

issued 187,500 units at a price of $0.32 per unit. Each unit comprised of one common share and one-half of one non-transferable share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company for a period of up to twenty-four months from the date of issue at a price of $0.37, subject to accelerated expiry in certain circumstances;

iii) issued 150,000 common shares pursuant to the exercise of options for gross proceeds of $22,500 of which $500 was received subsequently and transferred the fair value of the options exercised to capital stock from share-based payments reserve; and

iv) issued 85,000 common shares pursuant to the exercise of warrants for gross proceeds of $29,750. During the year ended August 31, 2017 the Company: i) issued 378,000 common shares at $0.10 to settle debt in the amount of $37,800;

ii) issued 2,300,000 common shares at $0.10 to Triton Films Inc., a company wholly-owned by Gabriel

Napora, CEO of Imagination Park, pursuant to the initial exercise of its option under the Letter of Intent (“LOI”), which was amended during the three months ended November 30, 2016, to acquire a net profits interest in six films;


15. CAPITAL STOCK, STOCK OPTIONS AND WARRANTS (continued)

iii) issued 250,000 common shares at $0.10 pursuant to the LOI with Triton Films Inc., to settle the penalty

fee due to the delay in completion of the financing;

iv) issued 115,000 common shares at $0.10 as a success fee pursuant to the exercise of the LOI option with Triton Films Inc.;

v) issued 561,000 common shares at $0.10 to Robinson Media Inc., a company owned by Timothy Marlowe, Director of Imagination Park, pursuant to the acquisition of a 10% net profits interest in a full length documentary ‘Food for Thought’;

vi) cancelled 1,700,000 common shares pursuant to the amended revenue participation agreement (Note

10); vii) entered into debt settlement agreements with officers, directors and consultants of the Company

pursuant to which the Company issued 7,926,157 common shares at a fair value of $0.41 per share to settle debts of $396,308 resulting in a loss on settlement of debt of $2,853,417;

viii) issued 2,462,900 common shares pursuant to the exercise of options for gross proceeds of $342,645 and

transferred the fair value of the options exercised to capital stock from share-based payments reserve;

ix) issued 11,837,032 common shares pursuant to the exercise of warrants for gross proceeds of $1,183,703 and transferred the fair value of the options exercised to capital stock from warrant reserve;

x) entered in to a debt settlement agreement with Mr. Wiebe pursuant to which the Company has agreed to

issue 93,000 common shares at $0.245 per share in order to settle indebtedness in the amount of $22,785; and

xi) closed a non-brokered private placement financing for aggregate gross proceeds of $261,800. The

Company issued 1,047,200 units at a price of $0.25 per unit. Each unit comprised of one common share and one-half of one non-transferable share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company for a period of up to twenty-four months from the date of issue at a price of $0.35, subject to accelerated expiry in certain circumstances.

In addition, the Company has paid an arm’s length finders’ fees of a total of $7,560 and issued an aggregate 30,240 finders’ warrants with each finders’ warrant exercisable into a unit under the same terms as above. In the event that the closing price of the Company’s common shares is at or above $0.50 per share for ten consecutive days, the Company may provide notice (the “Acceleration Notice”) to the holders of the warrants and finders’ warrants the expiry date of the warrants and finders’ warrants has been accelerated and that warrants and finders’ warrants not exercised within 30 days of the date of the Acceleration Notice will expire 30 days from the date of the Acceleration Notice.


15. CAPITAL STOCK, STOCK OPTIONS AND WARRANTS (continued)

Share purchase warrants

At November 30, 2017 warrants were outstanding enabling holders to acquire shares as follows:

Expiry Date

Exercise Price ($)

Number of warrants

Remaining contractual life

(years) Currently

exercisable June 22, 2019 0.35 438,600 1.56 438,600 June 22, 2019* 0.25 30,240 1.56 30,240 September 28, 2019 0.32 430,000 1.83 430,000 November 14, 2019 0.37 93,750 1.96 93,750 November 14, 2019 0.32 2,500,000 1.96 2,500,000

3,492,590 1.89 3,492,590 *16,000 warrants exercised subsequently The following is a summary of the warrant transactions during the period ended November 30, 2017 and the year ended August 31, 2017:

Three months ended November 30, 2017

Year ended

August 31, 2017

Number Of

Warrants

Weighted Average Exercise

Price

Number Of

Warrants


Price Balance, beginning of the period 553,840 $ 0.34 13,237,532 $ 0.18

Warrants issued -pursuant to private placements 523,750 0.33 523,600 0.35 0.80 Warrants issued -pursuant to broker`s warrants - - 30,240 0.23 1.00 Warrants issued - pursuant to bridge loan 2,500,000 0.32 - - Warrants exercised (85,000) (0.35) (11,733,032) (0.10) Warrants expired - - (1,504,500) (0.79)

Balance, end of period 3,492,590 $ 0.32 553,840 $ 0.34

Broker warrants were valued at $Nil (August 31, 2017 - $5,397), using the Black Scholes option pricing model. During the period ended November 30, 2017, 2,500,000 warrants, granted under the bridge loan agreement, were valued at $615,319, using the Black Scholes option pricing model. The following weighted average assumptions were used for the Black-Scholes option pricing model valuation of broker warrants issued in the period ended November 30, 2017 and the year ended August 31, 2017:


15. CAPITAL STOCK, STOCK OPTIONS AND WARRANTS (Continued)

Share purchase warrants (Continued)


Year ended August 31, 2017

Risk-free interest rate 1.44% 0.93% Expected life of warrants 2.00 years 2.00 years Expected annualized volatility 150% 150% Expected dividend rate 0% 0% Stock price $0.34 $0.25 Exercise price $0.32 $0.25 Fair value per warrant $0.25 $0.18

Stock options

The Company may grant stock options pursuant to a stock option plan which was initially established in accordance with the policies of the TSX-V. During the year ended August 31, 2015, the Company moved it’s listing from the TSX-V to the CSE, and did not change the stock option plan. The Board of Directors administers the Plan, pursuant to which the Board of Directors may grant from time to time incentive stock options up to an aggregate maximum of 10% of the issued and outstanding shares of the Company to directors, officers, employees, consultants and advisors. The options can be granted for a maximum of five years.

As at November 30, 2017, the following incentive stock options were outstanding:

Options Outstanding and Exercisable

Expiry Date Exercise price ($)

Number of Options

Outstanding

Weighted average remaining contractual

life (years)

April 4, 2019 0.35 300,000 0.07 April 11, 2019 0.31 65,000 0.02 October 24, 2019 0.26 100,000 0.03 March 13, 2020 0.30 700,000 0.29 March 17, 2020 0.45 225,000 0.09 May 15, 2020 0.30 125,000 0.06 November 22, 2020 0.46 5,000 0.00 September 13, 2021 0.15 700,000 0.48 November 16, 2021 0.15 50,000 0.04 February 3, 2022 0.05 437,100 0.33 April 18, 2022 0.31 750,000 0.60 June 22, 2022 0.26 68,888 0.06 July 4, 2022 0.26 508,000 0.42 August 8, 2022 0.28 150,000 0.13 October 30, 2022 0.25 100,000 0.09 November 9, 2022* 0.28 1,185,000 1.06 November 27, 2022 0.60 50,000 0.05

5,518,988 3.81 *40,000 options exercised subsequently


15. CAPITAL STOCK, STOCK OPTIONS AND WARRANTS (Continued) Stock options (Continued)

The following is a summary of the option transactions during the period ended November 30, 2017 and the year ended August 31, 2017:


Year ended August 31, 2017

Number of Options


Price

Number of

Options

Weighted Average

Exercise Price

Balance, beginning of the period 4,375,488 $ 0.25 710,000 $ 0.06 Options granted 1,440,000 0.28 7,838,388 0.22 Options exercised (150,000) (0.15) (2,462,900) (0.14) Options expired/cancelled (146,500) (0.29) (1,710,000) (0.18)

Balance, end of the period 5,518,988 $ 0.26 4,375,488 $ 0.25 The following weighted average assumptions were used for the Black-Scholes option pricing model valuation of options granted for the period ended November 30, 2017 and the year ended August 31, 2017:

Share based compensation During the period ended November 30, 2017, the Company granted the following options: i) issued 100,000 stock options to a consultant of the Company. The options are exercisable at $0.255 per share

for a period of two years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

ii) issued 100,000 stock options to an officer of the Company. The options are exercisable at $0.245 per share

for a period of five years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

iii) issued 1,185,000 stock options to officers, directors and consultants of the Company. The options are

exercisable at $0.275 per share for a period of five years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

iv) issued 5,000 stock options to a non-related party of the Company. The options are exercisable at $0.46 per

share for a period of three years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.


Year ended

August 31, 2017

Risk-free interest rate 1.58% 0.92% Expected life of options 4.78 years 4.44 years Expected annualized volatility 150% 150% Exercise price $0.30 $0.24 Share price $0.29 $0.27 Expected dividend rate $0.26 $0.28


15. CAPITAL STOCK, STOCK OPTIONS AND WARRANTS (Continued)

Share based compensation (Continued) v) issued 50,000 stock options to consultants of the Company. The options are exercisable at $0.60 per share for

a period of five years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

During the year ended August 31, 2017, the Company granted the following options:

i) granted 2,950,000 options exercisable at $0.15 for a period of five year to consultants in accordance with

the Company’s stock option plan. The options vested immediately.

ii) granted 200,000 options exercisable at $0.15 for a period of five year to officers, directors and consultants in accordance with the Company’s stock option plan. The options vested immediately.

iii) granted 800,000 options exercisable at $0.05 for a period of five years to consultants in accordance with

the Company’s stock option plan. The options vested immediately. iv) granted 900,000 options exercisable at $0.30 for a period of three years to consultants in accordance with

the Company’s stock option plan. The options vested immediately. v) granted 325,000 options exercisable at $0.45 for a period of three years to consultants in accordance with

the Company’s stock option plan. The options vested immediately. vi) granted 300,000 options exercisable at $0.30 for a period of three years to consultants in accordance with


vii) granted 300,000 options exercisable at $0.35 for a period of two years to consultants in accordance with the Company’s stock option plan. The options vested immediately.

viii) granted 65,000 options exercisable at $0.31 for a period of two years to consultants in accordance with the

Company’s stock option plan. The options vested immediately.

ix) granted 750,000 options exercisable at $0.31 for a period of five years to the CEO of the Company in accordance with the Company’s stock option plan. The options vested immediately.

x) granted 250,000 options exercisable at $0.28 for a period of five years to consultants in accordance with

the Company’s stock option plan. The options vest over 3 years, 25% at grant date and 25% annually thereafter.

xi) granted 125,000 options exercisable at $0.30 for a period of three years to consultants in accordance with


xii) granted 46,500 incentive stock options to an officer of the Company. The options are exercisable at $0.35 per share for a period of five years from the date of grant.

xiii) granted 68,888 incentive stock options. The options are exercisable at $0.26 per share for a period of five

years from the date of grant. The options vest over 3 years, 25% at grant date and 25% annually thereafter. xiv) granted 608,888 incentive stock options. The options are exercisable at $0.26 per share for a period of five

years from the date of grant. The options vested immediately. xv) granted 150,000 options exercisable at $0.28 for a period of five years to consultants in accordance with

the Company’s stock option plan. The options vest over 3 years, 25% at grant date and 25% annually thereafter.


16. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant non-cash investing and financing transactions for the period ended November 30, 2017 consisted of:

i) transferred $19,002 from share-based payment reserve to share capital upon exercise of options. Significant non-cash investing and financing transactions for the year ended August 31, 2017 consisted of:

i) issued 8,397,157 shares valued at $3,310,774 to settle outstanding debt;

ii) cancelled and returned to treasury 1,700,000 shares and valued at $255,000 (Note 10); iii) issued 30,240 broker warrants valued at $5,397 as share issue costs pursuant to private placement; iv) transferred $291,422 from share-based payment reserve to share capital upon exercise of options; and v) transferred $26,163 from warrant reserve to share capital upon exercise of warrants.

17. SUBSEQUENT EVENTS

Subsequent to the period ended November 30, 2017, the Company:

i) issued 250,000 stock options to a consultant of the Company. The options are exercisable at $0.70 per share for a period of five years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

ii) issued 20,000 stock options to a consultant of the Company. The options are exercisable at $0.69 per share

for a period of five years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

iii) issued 5,000 stock options to a consultant of the Company. The options are exercisable at $0.69 per share for

a period of five years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

iv) issued 85,400 stock options to a consultant of the Company. The options are exercisable at $0.65 per share

for a period of two years from the date of grant. The options have been granted under and are governed by the terms of the Company's Incentive Stock Option Plan.

v) issued 40,000 common shares pursuant to the exercise of options for gross proceeds of $11,000 and

transferred the fair value of the options exercised to capital stock from share-based payments reserve. vi) issued 16,000 common shares pursuant to the exercise of warrants for gross proceeds of $4,000. vii) granted 8,000 share purchase warrants to a consultant of the Company. The warrants are exercisable at $0.35

per share for 18 months from the date of grant.

viii) issued 71,428 common shares at $0.70 for gross consideration of $50,000 to acquire Prodigy Films Inc., a movie production company.


17. SUBSEQUENT EVENTS (Continued) ix) closed a non-brokered private placement financing for aggregate gross proceeds of $270,000. The Company

issued 450,000 units at a price of $0.60 per unit. Each unit comprised of one common share and one non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common shares of the Company at a price of $0.65 for a period of up to twenty-four months from the date of issue.

In addition, the Company issued 6,400 common shares as an arm’s length finder’s fee in connection with the placement. The net proceeds of the placement will be used to aid in the Company’s ongoing efforts to create and deliver transformational experiences through the production and distribution of intellectual property for film and virtual reality, mixed reality and augmented reality technology as well as for general corporate purposes. All securities issued under the Private Placement are subject to a four-month and one-day hold period expiring on May 11, 2018.

x) entered into an agreement to purchase a 100% interest in a private company, 1142128 B.C Ltd. to earn the interest, the Company must issue 62,500 shares. 18,750 shares were issued in January 2018, 18,750 shares are to be issued on the first day of principle photography and 25,000 shares upon completion of the film and the entirety of the fund having been received by 1142128 B.C. Ltd.


January 2015 Page 7

SCHEDULE “C”

MANAGEMENT DISCUSSION & ANALYSIS FOR PERIOD ENDED NOVEMBER 30, 2017

Imagination Park Entertainment Inc. Management’s Discussion and Analysis For The Three Months Ended November 30, 2017

January 24, 2018

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended November 30, 2017 and 2016 and the audited consolidated financial statements for the years ended August 31, 2017 and 2016. All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars. Additional regulatory filings for Imagination Park Entertainment Inc. (“Imagination Park” or the “Company") can be found on the SEDAR website at www.sedar.com. The Company’s website can be found at www.imaginationpark.com.

Head Office

Suite 700 - 838 W Hastings Street Vancouver, BC, V6C 1C8

Nature and Continuance of Operations Imagination Park Entertainment Inc. is listed on the Canadian Securities Exchange using the symbol IP and was incorporated on October 11, 2011 under the laws of the Business Corporation Act (BC, Canada). The Company is an emerging digital content production company, working with talented filmmakers around the world to bring conventional as well as virtual reality content to life. In April 2015, the Company filed a new listing statement on the CSE website that provides detailed disclosure of the Company's business and related risk factors. At November 30, 2017, the Company had a net working capital deficiency of $115,966 (August 31, 2017 – working capital of $284,348). The audited consolidated financial statements for the year ended August 31, 2017, on www.sedar.com, were prepared with the assumption 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 operations. Continued operations of the Company are dependent on the Company’s ability to receive financial support, complete a public equity financing, or generate profitable operations in the future. The Company believes it will be successful in raising the necessary funding to continue operations however, there is no assurance that these funds will be available on terms acceptable to the Company or at all. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. The consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. Effective on June 9, 2017, the Company commenced trading on the OTCQB Venture Market under stock symbol is “IPNFF”. The Company continues to trade on the CSE under its existing “IP” symbol. Forward-Looking Statements In making and providing the forward-looking information included in this MD&A the Company’s assumptions may include among other things: (i) assumptions about future production and recovery; (ii) that there is no unanticipated fluctuation in foreign exchange rates; and (iii) that there is no material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include among other things the following: (i) the risk that the Company will continue to have negative operating cash flow; (ii) the risk that additional financing will not be

obtained as and when required; (iii) material increases in operating costs; and (iv) adverse fluctuations in foreign exchange rates. This MD&A (See “Risks and Uncertainties”) contains information on risks, uncertainties and other factors relating to the forward-looking information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond the Company’s control. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to reissue or update forward looking information as a result of new information or events after the date of this MD&A except as may be required by law. All forward-looking information disclosed in this document is qualified by this cautionary statement. Insane Comics, LLC, Letter of Understanding During July 2017, the Company entered into a letter of understanding (“LOU”) for the joint development of short films and proof of concepts (“POCs”) with Insane Comics, LLC (“Insane Comics”), a publisher of creator-owned works of art in the comic book industry. Properties are anticipated to be brought to life on the big screen and to build new cinematic universes. The LOU provides for the exclusive joint development of certain properties owned or controlled by Insane Comics as short films or POCs by Imagination Park for a fee to be negotiated at the time of development. Along with these development rights, Insane Comics has provided Imagination Park with an exclusive right of first refusal over new and existing materials for potential POCs in the future. In accordance with the terms of the LOU, on all productions pursued by Imagination Park, the POCs or short films will be the exclusive property of Imagination Park. All decisions with respect to technical, business, financial and legal matters in respect of all such productions will be at the sole discretion of Imagination Park. Further, Imagination Park will have the exclusive right to negotiate and enter into agreements with studios, financiers, investors and potential showrunners for the development, production and distribution of all creations. This includes activities such as the exclusive right to shop and pitch POCs to studios, commission scripts and the sole and exclusive right to enter into studio agreements for Insane Comic’s chosen properties. Letter of Intent for exclusive worldwide joint venture with InterKnowlogy On July 5, 2017, the Company announced the execution of a binding letter of intent (“LOI”) with InterKnowlogy, LLC (“InterKnowlogy”) in connection with the establishment of a joint venture company ("JVC") where, pursuant to the terms, ownership will be divided on a 50/50 basis between Imagination Park and InterKnowlogy. The JVC will be formed to exclusively develop and sell InterKnowlogy’s Augmented Reality software tools and products, as well as custom client Augmented Reality and Mixed Reality solutions starting in the Fall of 2017. Later this year, and as a result of this joint venture, Imagination Park and InterKnowlogy will also launch a Mixed Reality Showroom product developed to allow major brand companies and advertisers to integrate 3D holographic images with AR headsets. The Mixed Reality Showroom is established to impact viewers by drawing them deeper into engaging experiences and will additionally support an advertiser’s existing 3D content. The solution includes a cloud-based content management system for 3D holographic images automatically downloaded to AR headsets and rendered dynamically. Under the terms of the LOI, Imagination Park and InterKnowlogy established a newly incorporated JVC. The LOI provides for the following key terms: a. Imagination Park will contribute US$500,000 (paid US$555,000) in initial seed funds to the JVC over 12- months from the date of formation of the July 19, 2017. b. InterKnowlogy will contribute substantial technology and intellectual property as identified in the LOI for AR/MR solutions. These include development tools for AR/MR manufactured headsets; toolkits to bi-directionally

communicate between disparate devices via Bluetooth; and existing and in-progress R&D in building communication technology including, but not limited to, the utilization of devices off-board from the AR/MR hardware for interactions. c. The JVC will initially have a board of directors of three individuals, one chosen by Imagination Park, one chosen by InterKnowlogy and one mutually acceptable to both. The initial sole officer of the JVC will be Alen Paul Silverrstieen, CEO of Imagination Park. d. Imagination Park has granted an aggregate of 240,000 Imagination Park incentive stock options to certain founders of InterKnowlogy, each option exercisable for a period of five years from the date of grant at a price of C$0.26 per option. On July 19, 2017, the Company announced formal establishment and launch of XENOHolographic Inc. (“XENOHolographic”). XENOHolographic, a worldwide joint venture between Imagination Park and InterKnowlogy, is focused on delivering products, services, and content seamlessly enabling holographic experiences within augmented and mixed reality which began in the Fall of 2017. XENOHolographic’s premiere product, unveiled for the first time here as XENOSidekick, will enable major manufacturers’ headsets to deliver consistent holographic interactions. Currently, few AR/Mixed Reality headsets support interactions and further, those that do, do so uncooperatively. There are no existing standards for these wearable glasses. XENOHolographic plans to sell and license software tools to solve these technical issues for content providers, headset manufacturers as well as advertisers. On October 25, 2017, the Company announced that XENOHolographic a joint venture with Interknowlogy, LLC, launched its official company website www.xenoholographic.com. The initial three products launching next month - XenoRoom, XenoSidekick and XenoPlayer – are highlighted on the website. On November 14, 2017, the Company announced the proposed development of Xeno Tokens® by XenoHolographic, a worldwide joint venture between the Company and InterKnowlogy focused on delivering products, services and content while seamlessly enabling holographic experiences within augmented and mixed reality. When launched Xeno Tokens® intends to leverage Blockchain technology to monetize 3D content delivery. The Company and XenoHolographic are expecting the launch of Xeno Tokens® in the first half of 2018 subject to a suitability review of securities and regulatory matters surrounding our leveraged Blockchain technology. On November 14, 2017, the Company announced that XenoHolographic’s initial two products, XenoRoom and XenoSidekick were launched and released into the global marketplace starting on November 28, 2017. XenoRoom and XenoSidekick will, when launched, reduce the friction for consumers and companies as they deliver interactive holographic experiences to their users. XenoRoom is a location-based holographic experience engine allowing businesses to upload 3D content to the cloud and automatically download and render it. XenoSidekick is a toolkit developed to allow for seamless interaction with holograms irrespective of the augmented reality headset brand. On January 10, 2018, the Company announced that it has completed the payment in full to InterKnowlogy of US$500,000 to satisfy all contractual compensation terms for full joint ownership of XenoHolographic which includes, among other things, equal ownership of XenoHolographic’s preeminent augmented reality applications, XenoRoom® and XenoSideKick®.

ALWAYS WITH YOU During January 2018, the Company entered into an agreement to purchase a 100% interest in a private company, 1142128 B.C Ltd. to earn the interest, the Company must issue 62,500 shares. 18,750 shares were issued in January 2018, 18,750 shares are to be issued on the first day of principle photography and 25,000 shares upon completion of the film and the entirety of the fund having been received by 1142128 B.C. Ltd. THE KINDERGARTEN TEACHER Imagination Park is pleased to announce the nomination of THE KINDERGARTEN TEACHER for the Grand Jury Prize at the prestigious Sundance Film Festival. The film, directed by Sara Colangelo, stars Maggie Gyllenhaal and Gael García Bernal and concerns a kindergarten teacher in New York that becomes obsessed with one of her students who she believes is a child prodigy. The Sundance Film Festival, a program of the Sundance Institute, is a film festival that takes place annually in Park City, Utah. With over 46,660 attendees in the past, it is the largest independent film festival in the United States and runs from January 18 to January 28, 2018. Imagination Park will receive a Company credit in the film along with Gabriel Napora and Jeff Rice of Imagination Park receiving Executive Producer credits. A Day in the Life of the Champ Project During the year ended August 31, 2017, the Company entered into an agreement with Michael Bisping, UFC Middleweight Champion of the World, to produce a Virtual Reality series entitled “A Day in the Life of the Champ”. Production commenced in Fall 2017 in Michael’s hometown of Los Angeles and had exclusive access to his training camp and behind the scenes activities for his upcoming fight. On November 24, 2017, the Company released Episodes 2 through 5 of the show-stopping virtual reality (VR) series Michael Bisping: The Full Count. This immersive, heart-pumping production follows Bisping, one of the hardest working athletes in UFC history, as he prepares to defend his crown against UFC legend, Georges St-Pierre. The first episode is available for free on www.themichaelbispingproject.com. The following episodes are available for free on the Samsung VR site. Each episode is compatible with all current VR devices, but those without VR devices will experience the episodes by way of stunning, 360-videos. Producers have revealed that Episodes 2 through 5 feature quite a few people in the MMA/UFC world. These include MMA Journalist Ariel Helwani, actor and UFC enthusiast Chuck Zito, actor Jonathon Tucker from the hit series Kingdom, and retired MMA fighter and legend Urijah “The California Kid” Faber. Ohmore Media Inc. (“Ohmore”) During the year ended August 31, 2017, the Company entered into a non-exclusive agreement with Ohmore (the “Revenue Sharing Agreement”). Pursuant to the terms of the Revenue Sharing Agreement, Ohmore is obligated to provide the Company with 50% of any advertising revenue derived by Ohmore from five films to be named at a later date “the content”. This Revenue Sharing Agreement relates to a Mainland China wide license to broadcast original individually produced content on any of the channels of Hangzhou Ergeng Network Technology Co., Ltd. (“Ergeng”) via Ohmore, which has an exclusive partnership with Ergeng, the advertising revenue related thereto to be shared. As of November 30, 2017, no Company content had been broadcast as no decision as to the content to be selected has been made by Ohmore, and, as a result, no revenue was recorded in connection with this arrangement for the year ended August 31, 2017 or the three month period ended November 30, 2017. Pursuant to an additional agreement, Ohmore has the option to fund up to 12 short films and Virtual Reality (“VR”) based films for the Company by March 8, 2018 with Ohmore contributing up to a maximum of $45,000 per film. If Ohmore choses the option to fund a film:

i) Ohmore will share the copyright based on a pro-rated basis of what is financed by Ohmore; ii) Ohmore will get the exclusive right to premiere the videos worldwide on its sites. The Company will be

only able to use the short films as Proof of Concepts to attempt to get financing for features, tv series, web series, or VR based projects. Ohmore will have first right of refusal to finance or partially finance any feature film or TV series from the Proof of Concepts for a period of 2 months after the Proof of Concept or short film is done.

Collectors Project During April 2017, the Company signed onto Collectors, a sci-fi project featuring Jean Claude Van Damme and Kris Van Damme and produced and directed by Trevor Seeley, Kris Van Damme with Imagination Park. Collectors is an action sci-fi series set in a gritty, visceral universe where two once peaceful nations are now separated by the stars. It follows the efforts on Earth’s elite military squad and their alliance with an old generation of enhanced interstellar soldiers, as they fend off the incoming invasion of genetically modified super soldiers known as The Collectors. The project is currently in pre-production with plans to go into production in early 2018. Imagination Park will be filming a proof of concept and assisting to create a screenplay with the intention of achieving financing for a potential feature or TV series at a later date. Traveler Feature Film On March 15, 2017, the Company entered into a development and production agreement with Emmy nominated Director Simon Brown for his sci-fi opus, Traveler. As consideration, the Company must pay Simon Brown: i) US$6,000 (paid); ii) 1% of the budget of the production, but no less than US$65,000 no later than the commencement of

principal photography; iii) US$15,000 when the Company enters into a deal with a major studio or US$6,000 if the Company enters

into a deal with a non-major studio; iv) 5% of 100% of the Net Profits. Net Profits will be defined by the future distributor of the production; and v) 75% of 100% of the purchase price for all sequels and prequels and derivative work to be paid on the first

day of principal photography, or in another medium when production of any further artwork or material begins.

Currently a short film, Traveler has received interest from certain major studios. The Company will develop the project with Mr. Brown by creating a feature film screenplay, package the project and then shop it to major Hollywood studios and distributors for financing. Simon Brown is a graduate of the American Film Institute Conservatory Directing Program and an alum of Berlinale Talents (2016). He has worked as a senior vfx artist leading teams on commercials and feature films. His feature film credits include Matrix Revolutions, Star Wars: Revenge of the Sith and Ice Age: The Meltdown. His latest short film “Traveler” is currently making its festival rounds and is a Best Short Finalist at the Kinsale Shark Awards and his short film Firelight was a finalist for the Student Emmy’s, winner for best sci-fi short film at Shockerfest, best horror nomination at Shriekfest and an official selection at LA Shorts Festival. In addition, his spec spot “Lexus LFA-h”” has features in STASH and selected for the A-List Awards.

Juarez 2045 Project Abrupt Films Inc. completed production of its first full-length feature film ‘Juarez 2045’ in partnership with Imagination Park. Juarez 2045 is the sixth film under the amended LOI with Triton which Imagination Park has a net profit interest in. In the year 2045, the war on drugs in Mexico has escalated as a ruthless drug cartel uses robots to enforce their operations. A group of marines are sent in to recover a hostage and get more than they bargained for when they come up against the head of the cartel. The film features Danny Trejo (Machete, Machete Kills) and Brad Schmidt (Birth of a Nation). The first official trailer for the film has just been released and is available for viewing on Imagination Park's website. Imagination Park thereby now holds a 5% net profit carried interest in Juarez 2045 and retains the right to earn up to a 7.5% interest by sourcing and closing a domestic distribution deal for the film as well. At present, the Juarez 2045 project has received several distribution proposals, and both Imagination Park and Abrupt films are now working to close global distribution rights for the film and finalize a release date, subject to the discretion of the project's ultimate distribution partner(s). Food For Thought Project During the year ended August 31, 2017, the Company acquired a 10% net profit interest in the full length documentary “Food For Thought” produced by Robinson Media, which is partly owned by Tim Marlowe, Director of Imagination Park. Under the terms of the agreement, the Company issued Robinson 561,000 shares valued at $56,100 in exchange for 10% of the net profits generated by the documentary throughout the world and in perpetuity from the commercial exploitation of the documentary, including but not limited to, royalty payments and licensing payments. In addition, should the documentary not be completed for any reason, Robinson agrees to return the 561,000 common shares issued in the transaction to Imagination Park at the request of the Company, in exchange for Imagination Park waiving its rights to receive a 10% net profits interest in the project. At present, The Food for Thought documentary is fully financed through budgeted completion, and is currently in production with an expected completion in spring of 2018. Spoken Word Project Imagination Park’s short film ‘Spoken Word’ was chosen to be screened at the third annual Manchester International Film Festival (MANIFF) in Manchester, England. Spoken Word stars actor Lance Reddick (Fringe, Lost, The Wire) as an African-American judge in a moral conflict. Race, perception and consequence become the centre point of three lives, as Judge Matthews realizes that he can no longer overlook his actions from the bench. Spoken Word was produced by Imagination Park Entertainment and directed by the writer Ilan Srulovicz (I Hate Ned (2011), Grit (2015) and Zero Day (2015) and shot using RED cameras. The first official trailer for the film has just been released and is available for viewing on-line. While this film may not produce revenue it does provide the Company brand exposure in film festivals. SPOKEN WORD, has been nominated for The International Filmmaker Festival of World Cinema NICE 2017! Held in the South of France just a few days before the Cannes International Film Festival, the Nice Festival is a platform for filmmakers to meet, network and do business with distributors and industry professionals. NICE International Film Festival has, as its objective, the promotion of cinematographic art by presenting films of quality and excellence in entertainment. Prodigy Films Subsequent to the period ended November 30, 2017, the Company acquired Prodigy Films Inc., a movie production company created and funded by Hollywood producer Jeff Rice. Mr. Rice has produced over 90 movies including 2 GUNS (Denzel Washington) and END OF WATCH with Jake Gyllenhall and Michael Pena. He has worked on some of Hollywood’s most successful movies and with stars ranging from Robert De Niro to Russell Crowe. Prodigy Films Inc. was acquired for 71,428 common shares of Imagination Park, at a deemed value of $0.70 a share,

for gross consideration of $50,000. All securities issued carry a four-month resale restriction as required under Canadian securities laws. KUMITE Project During the year ended August 31, 2017, the Company entered into an agreement on a project in development called KUMITE, an original, episodic action series, created in immersive virtual reality. This is the next project in Imagination Park Entertainment’s collaboration in serialized storytelling for VR. The script for the pilot episode has been completed to date. The Company has decided to seek out equity partners in the series in 2018 rather than financing it. Episodes will be filmed in Vancouver, Los Angeles and Toronto and will be produced by Gabriel Napora, Ben Lu and Yas Taalat. KUMITE is about a mixed martial arts fighter, who travels to underground fight leagues all over the world to challenge top competitors. KUMITE will be an ongoing story created for VR enthusiasts who are willing to pay a premium for quality titles. KUMITE will be packaged and submitted to popular VR online content stores. VR titles are currently being sold in a growing group of online stores including Steam, Vive, Milk VR (Samsung) and the Oculus Store (owned by Facebook). Karma VR - Virtual Reality Project During the year ended August 31, 2017, the Company launched a fully immersive, 360 degree, 3D virtual reality (with visual effects) production services business in partnership with Karma VR, (collectively, the “Partners”). Together, the Partners now offer full “A to Z” virtual reality production services applicable across a broad and growing spectrum of possible experiences, including live action cinema, health & wellness, medical and therapeutic, travel adventure, music, corporate presentations, virtual tours, and a growing number of other creative uses. Under the terms of the joint venture agreement:

• Imagination Park will produce and Karma VR will fulfil all post-production virtual reality service needs within projects undertaken between the parties.

• Imagination Park agrees to give Karma first right of refusal to perform virtual reality/augmented reality

post-production work on any projects/jobs that Imagination Park secures, creates, or acquires.

• Karma VR agrees to give Imagination Park first right of refusal on any virtual reality/augmented reality projects it secures, creates, or acquires that require such services.

The current project is VR Zombies Experience; A man watching a zombie movie is stunned to find out the zombie apocalypse is real when some real zombies enter his man cave and begin breaking his toys. The project is completed and is planned for release in 2018. Other Virtual Reality Projects The Company has four virtual reality productions that are completed and planned for release in 2018. The projects include:

a. Destructotron: Feature film actor Peter Shinkoda (Nobu in Daredevil, Fallen Skies) stars in this exciting VR adventure where a giant robot attacks the Earth, leaving Shinkoda to solve the situation. Additional scenes were shot and it is currently in post production, targeting completion for 2018.

b. Invasion: When an alien ship mysteriously devours everything in its path, one woman (played by model Andrea Katic) fights back. Produced by Gabriel Napora, Yas Taalat, Rocky Mudaliar and directed by Chris Le, the director of Juarez 2045, the experience features cutting-edge visual effects. The Company decided to use this project for research and development purposes for VR and advancing our shooting capabilities. This project will not be released to the general public.

c. Singularity: Left for dead after a hit-and-run, a young teacher undergoes an experimental procedure to

install an A.I chip in her brain. After recovering, she uses her superhuman powers to stop a hacker from exterminating humanity with our own mobile devices. This project is complete and we are currently in discussion with a major VR Platform for distribution and release for 2018.

d. Muti Planned to be released in 2017: Set in South Africa in the not too distant future, detective Tobi Nala is investigating a series of gruesome murders which are believed to have been linked to witchcraft. Nala is tipped off a suspect is selling human body parts to a traditional healer. She tries to intercept the transaction and chases the subject through a train station leading her to an underground tunnel. The suspect escapes but she is drawn in by sounds of people chanting, as she approaches she witnesses a ritual human sacrifice being offered to an alien being. Muti has completed filming in South Africa and is currently in VFX post production. A feature film screenplay is currently being developed. Muti is also produced by Gabriel Napora and Yas Taalat, directed by Matt Nefdt.

The Company has decided to terminate the Skate Apocalypse project that was previously disclosed to focus on a VR project which features higher quality production and VFX.

Letter of Intent to acquire various interests in up to six feature film projects On February 9, 2016, the Company announced that it had entered into a binding letter of intent, subsequently amended, with Triton Films Inc. (“Triton”) for options to acquire percentages of Triton's interest in up to six feature film projects. The letter of intent proposes to advance and package portfolio projects as well as partner with international financial, production, sales and distribution partners. Triton will retain creative and strategic control over the development and distribution of the films but Triton will consult with the Company on all matters regarding the production, licensing, sale and distribution of the films. During the year ended August 31, 2017, the Company exercised its initial option to acquire its respective initial interests in these six films granted in the letter of intent, effective as of October 4, 2016, for a fair value of $230,000 by issuing 2,300,000 common shares of the Company. By issuing the shares, the Company has earned the following net revenue interests: i) 40% of Film 1 ii) 12.5% of Film 2 iii) 25% of Film 3 iv) 17.5% of Film 4 v) 12.5% of Film 5 vi) 50% of Film 6 In addition, Gabriel Napora, owner of Triton and Director of Imagination Park, will receive 10 producer’s points in a 6th feature film project. Imagination Park has also secured a right of first refusal to purchase Triton’s remaining interest in any of the 6 feature films should Triton wish to sell its interest at any time to a 3rd party that does not include a partnering film financier, production studio, sales or distribution agent, or similar.

Further, the original letter of intent entered into with Triton on February 9th, 2016, stipulates the Company was required to complete a financing for minimum net proceeds of $250,000 on or before July 15, 2016, or Imagination Park would be required to issue to Triton a penalty payment equal to $25,000 for the delay. The Company acknowledges that this condition was not met in the agreed upon timeframe and has issued to Triton 250,000 common shares at a deemed price of $0.10 to settle the $25,000 fee. As part of the amendment, the Company has issued a bonus success fee through the issuance of 115,000 common shares at a deemed price of $0.075, which was based on 5% of the value of each of the option which are exercised, to a third party, McMillan Strategies. Absolution On May 14, 2015, the Company announced the new Steven Seagal movie “Absolution” as the first of six feature films that the Company is entitled to share in the net revenues of. Produced by Tim Marlowe, “Absolution”, and was officially released and distributed by Lions Gate on May 15, 2015 in Theatres and On Demand. The Company’s interest in the revenue of “Absolution” derives from a Production Revenue Participation Agreement (the “Participation Agreement”) with Infinity Media Inc. (“Infinity Media”) and its principal, Academy Award® winning producer, Timothy Marlowe. In addition to his role with Infinity Media, Mr. Marlowe is a director of the Company. Under the terms of the Participation Agreement, the Company is entitled to receive five percent of the revenue earned by Infinity Media from “Absolution”, and from five subsequent feature films from which Infinity Media is entitled to share revenue. The five subsequent films will be determined by Infinity Media pursuant to the terms of the Participation Agreement. There can be no assurance that “Absolution” or any other films which the Company will have an interest in under future Participation Agreements will generate revenues for Infinity Media and the Company.

During September 2015, the Company and Infinity Media agreed to amend the agreement. Infinity Media has come to terms with the Company to return to treasury the previously issued 3,400,000 shares negotiated originally in the two agreements in exchange for net profit interests in 12 upcoming productions collectively. Mr. Marlowe has agreed to retain 500,000 shares for the net profit interest of the movie “Absolution” currently owned by the Company. As of the date of this report, Absolution has not yet become profitable, and consequently the Company has not yet earned any profit share which will be available once the original Absolution investors have recouped their investments. The Company does not anticipate to see any revenue before 2018.

The Company and the two vendors have agreed to negotiate each upcoming production on a case by case basis. During the year ended August 31, 2016, 1,700,000 shares were cancelled and returned to treasury, and 500,000 treasury shares were issued. During the year ended August 31, 2017, the remaining 1,700,000 shares were cancelled and returned to treasury.

Other Movie Related Agreements During the year ended August 31, 2017, the Company:

i) entered into a feature film production services contract to assist in the completion of a new full length

feature film. Under the terms of the agreement, Imagination Park is offering its feature film production services through to completion of the project, in exchange for production services fees payable to the Company. As of this date, the project is fully financed, initial service deposit funds have been received by the Company and work is now underway.

ii) entered into a contract to produce a packaged ‘Proof Of Concept’ (POC) named Maya Moonlight, which is a complete creative package for a project which includes script development, concept art, and a short film or trailer, for a family-friendly feature film. Upon completion of the POC, Imagination Park will be granted a 3-year exclusive option to shop the POC to studios, broadcasters, and financiers, among others, that could transform the POC into a feature film, TV series or web series. We anticipate divestiture in early 2018.

During the year ended August 31, 2017, it brought in $25,000 USD in revenue for the Company. Music Publishing During the year ended August 31, 2015, the Company signed a definitive agreement to acquire assets from Greenstock, a Canadian music publisher for 1,000,000 shares (valued at $450,000 based on market prices on the date the agreement was approved by the TSX Venture Exchange). Greenstock owns 50% of the music publishing rights for the band, Franklins Dealers. The Greenstock business model is based on creating and acquiring music catalogs to place into major motion pictures. Greenstock is related as the CEO of Greenstock was also a director of the Company at that time, but is now a former director. The assets purchased during the year ended August 31, 2015 consist of intangible music publishing rights, of which $449,900 has been expensed due to uncertainty regarding the future value. As at August 31, 2016, $100 remains capitalized on the consolidated statement of financial position. During the year ended August 31, 2017, the Company wrote off intangible assets of $100. Results of Operations

The results of operations reflect the overhead costs incurred to provide an administrative infrastructure to manage the media business and financing activities of the Company. General and administrative costs can be expected to increase or decrease in relation to the changes in activity as Management and Directors continue to develop the film and music activities of the Company.

Three Months Ended November 30, 2017 compared to three months ended November 30, 2016 For the three months ended November 30, 2017, the Company had a net loss of $1,422,617 compared with a net loss of $445,791 for the same period in the prior year. During the period ended November 30, 2017, the Company incurred:

• consulting and management fees of $173,573 (2016 - $131,455). The increase is mainly due to increased director and management involvement and increased outside consultants to facilitate the increase in number of projects during the current period.

• professional fees of $65,544 (2016 - $15,939). The increase is primarily a result of additional legal and services relating to new contracts entered into during the period as well accounting and legal services relating to increased share activity and increased continuous disclosure obligations.

• share-based compensation of $988,392 (2016 - $Nil). The increase is due to options and warrants being granted during the current period.

• shareholder communications and promotion of $38,849 (2016 - $18,132). The increase was primarily due to an increase in promotion activities during the current period including an increase in news release distribution fees, website updates, German listing fees and renting a venue for a Company event.

• Travel and accommodation of $66,041 (2016 - $54,582). The increase was due to directors travelling frequently for business during the current period including multiple trips to the USA and across Canada.

Summary of Quarterly Results The following table sets out selected quarterly information available within the last eight quarters.

Three Months Ended November 30,

2017 August 31,

2017 May 31,

2017 February 28,

2017 $ $ $ $ Revenue - - - 10,034 Loss and Comprehensive loss (1,422,617) (653,616) (4,436,481) (664,326)

Loss per Common Share (0.02) (0.01) (0.08) (0.03) November 30, August 31, May 31, February 29,

Three Months Ended 2016 2016 2016 2016 $ $ $ $ Revenue 30,000 81,954 - - Loss and Comprehensive loss (506,791) (308,019) (355,705) (79,861)

Loss per Common Share (0.03) (0.03) (0.03) (0.01) During the quarters ended August 31, 2016, November 30, 2016 and February 28, 2017, the Company increased its activity and increased its costs as a result. The increase in the quarter ended February 28, 2017 is primarily a result of $417,400 of share-based compensation relating to stock-option issuances. The increase in the quarter ended November 28, 2016 was primarily a result of $288,975 of net profit interests acquired. During the quarter ended May 31, 2017, the Company incurred $2,851,624 in loss relating to shares issued for debt. This was a result of a difference in the deemed price and the trading price on the date of issuance. The Company also incurred $859,161 of stock-based compensation relating to the issuance of stock-options. The Company incurred higher consulting fees of $365,191 (compared to $221,442 during the 3 months ended May 31, 2016) and higher travel costs of $117,950 (May 31, 2016 - $36,988). Detailed descriptions of the increases are noted further in the MD&A. During the quarter ended November 30, 2017, the Company incurred $988,392 of stock-based compensation relating to the issuance of stock-options and warrants pursuance to bridge loan agreement.

Liquidity and Capital Resources

The Company’s cash position was $332,195 at November 30, 2017 compared to $528,401 at August 31, 2017. The Company had a working capital deficiency of $115,966 at November 30, 2017 compared with working capital of $284,348 at August 31, 2017. During the period ended November 30, 2017, cash flow activities consisted of: i) cash flows spent on operating activities of $729,617 (2016 - $145,843) consisting of operating expenses during

the period. ii) cash flows received from financing activities of $798,650 (2016 - $Nil) consisting primarily of $500,000 from

the bridge loan. iii) cash flows spent on investing activities of $265,239 (2016 - received $71,424). During the period from September 1, 2017 to January 24, 2018, the Company: i) closed a non-brokered private placement financing for gross proceeds of $192,000. The Company issued

800,000 units at a price of $0.24 per unit. Each unit comprised of one common share and one-half of one share purchase warrant, with a whole warrant entitling the holder to purchase one additional common share for a period of up to twenty-four months from the date of issue at a price of $0.32, subject to accelerated expiry in certain circumstances;

In addition, the Company has paid an arm’s length finder a fee of $4,800 and issued 60,000 finder’s units with each finders unit having the same terms as the units issued in the placement;

ii) closed a non-brokered private placement financing for aggregate gross proceeds of $60,000. The Company issued 187,500 units at a price of $0.32 per unit. Each unit comprised of one common share and one-half of one non-transferable share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company for a period of up to twenty-four months form the date of issue at a price of $0.37, subject to accelerated expiry in certain circumstances;

iii) entered into a loan agreement to accept a short term, no interest, $500,000 bridge loan from a director of the Company convertible into 2,500,000 common share purchase warrants of the Company, each warrant convertible into one common share at a price of $0.32 per share for up to two years from the date of issue;

iv) issued 40,000 common shares pursuant to the exercise of options for gross proceeds of $11,000 and

transferred the fair value of the options exercised to capital stock from share-based payments reserve;

v) issued 150,000 common shares pursuant to the exercise of options for gross proceeds of $22,500 and transferred the fair value of the options exercised to capital stock from share-based payments reserve;

vi) issued 85,000 common shares pursuant to the exercise of warrants for gross proceeds of $29,750;

vii) issued 71,428 common shares at $0.70 to acquire Prodigy Films Inc;

viii) issued 16,000 common shares pursuant to the exercise of warrants for gross proceeds of $4,000; and

ix) closed a non-brokered private placement financing for aggregate gross proceeds of $270,000. The

Company issued 450,000 units at a price of $0.60 per unit. Each unit comprised of one common share and one non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common shares of the Company at a price of $0.65 for a period of up to twenty-four months from the date of issue.

In addition, the Company issued 6,400 common shares as an arm’s length finder’s fee in connection with the placement. The net proceeds of the placement will be used to aid in the Company’s ongoing efforts to create and deliver transformational experiences through the production and distribution of intellectual property for film and virtual reality, mixed reality and augmented reality technology as well as for general corporate purposes. All securities issued under the Private Placement are subject to a four-month and one-day hold period expiring on May 11, 2018.

As at November 30, 2017, the Company has $500,426 in short-term loans from related parties, which are non-interest bearing and repayable on demand. Related Party Transactions Related parties include the Board of Directors, Executive Officers and any companies owned or controlled by them. During the period ended November 30, 2017, the Company paid or accrued: i) management and consulting fees of $55,854 (2016 - $Nil), to The Zamnu Inc., a corporation owned by the

CEO of the Company, namely Paul Silverrstieen. ii) consulting fees of $Nil (2016 - 20,500) to Fast Creative Inc., a corporation owned by a former director of the

Company, namely Colin Wiebe. iii) consulting fees of $39,000 (2016 - $18,000) to Triton Films Inc., a corporation owned by a director and

former CEO of the Company, namely Gabriel Napora. iv) consulting fees of $11,500 (2016 - $21,000) to a former director of the Company, namely Tim Marlowe. v) consulting fees of $34,500 (2016 - $15,000) to a director of the Company, namely Yas Taalat. vi) consulting fees of $Nil (2016 - $15,000) to KMC Capital Corp., a corporation owned by the former CFO,

namely Kelsey Chin.

x) issued shares with a fair value of $ Nil (2016 - $230,000) for a net profit interest in several films to Triton Films Inc., a corporation owned by a director of the Company, namely Gabriel Napora.

xi) issued shares with a fair value of $ Nil (2016 - $56,100) for a net profit interest in Food For Thought Project

to a former director of the Company, namely Tim Marlowe. xii) paid or accrued office and rent costs of $Nil (2016 - $3,000) to KMC Capital Corp., a corporation owned by

a former CFO Kelsey Chin. As at November 30, 2017, $21,768 (August 31, 2017 - $47,974) remained outstanding to related parties and is included under accounts payable.

During the period ended November 30, 2017, the Company issued 900,000 stock options to directors resulting in share-based compensation of $220,955, which consisted of: i) $49,101 to Ben Lu, a director of the Company; ii) $49,101 to Tristram Coffin, a director of the Company; iv) $49,101 to Yassen Taalat, a director of the Company; and v) $73,652 to Paul Silverrstieen, the CEO of the Company. During the period ended November 30, 2017, the Company issued 1,500,000 warrants (August 31, 2017 - Nil) to a director resulting in share-based compensation of $369,192 (August 31, 2017 - $Nil).

Off Balance Sheet Arrangements

The Company is not a party to any off balance sheet arrangements or transactions. Changes in Accounting Policies and Future Accounting Changes Please refer to the condensed consolidated interim financial statements filed on www.sedar.com for the period ended November 30, 2017 for changes in accounting policies and future accounting changes. Financial Instruments

The Company is required to disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial position date, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The carrying amounts of cash, receivables, accounts payable and accrued liabilities on the consolidated statement of financial position approximate fair market value because of the limited term of these instruments. The Company carries its marketable securities at fair value. The Company's risk exposures and the impact on the Company's financial instruments are summarized below: Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's credit risk is primarily attributable to cash and receivables. The Company limits its exposure to credit risk by placing its cash with a high credit quality financial institution in Canada. The receivables relate to amounts due from government agencies, subscriptions receivable, and trade receivables, therefore the Company’s maximum exposure to credit risk is the balance of cash held as at November 30, 2017. The Company has no significant concentration of credit risk arising from operations. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instrument or future media related transactions. The Company's approach to managing liquidity risk is to ensure it has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from private placements to meet its operating requirements, after taking into account existing cash and expected exercise of share purchase warrants and options. The Company requires additional equity financing to fund its planned media programs and operating expenditures. Management believes that it will be successful in raising the necessary funds however, given the current market conditions, management believes that the raising of the required funds will take longer than is normal and will be at prices that may be less than desirable. There are no assurances that additional funds will be available on terms acceptable to the Company or at all. As November 30, 2017 the Company had $114,570 (August 31, 2017 - $286,839) of accounts payable and accrued liabilities which are due on standard trade payable terms not exceeding 90 days and loans payable of $500,426 (August 31, 2017 - $5,076). Interest risk Interest risk consists of two components: to the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk; and to the extent that changes in prevailing market rates differ from the interest rates in the Company’s monetary assets and liabilities. The Company has cash balances and no material interest-bearing debt, therefore, interest rate risk is minimal. Foreign currency risk Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company’s functional and presentation currency is the Canadian dollar. Certain expenditures are transacted in foreign currencies. As a result, the Company is exposed to fluctuations in these foreign currencies relative to the Canadian dollar. As at November 30, 2017, the Company has USD $3,504 included in cash and USD $24,032 included in accounts payable. Management does not hedge its foreign exchange risk, and does not believe a change in foreign exchange would materially affect the Company at its current stage. Contingencies The Company is unaware of exposure to any contingent liabilities. Risks and Uncertainties The Company's financial condition, results of operations and business are subject to risks. The following are identified as the main risk factors: Financing The Company is reliant upon equity financing in order to continue its operations because it does not derive any income from its assets. There is no guarantee that future sources of funding will be available to the Company. If the Company is not able to raise additional funding in the future, it will be unable to carry out its operations and may lose its interests in its mineral properties. Disclosure Controls and Procedures CSE listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of Disclosure controls and procedures (“DC&P”) and Internal controls over financial reporting (“ICFR”), as defined in National Instrument 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s IFRS. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates

regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitation on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in National Instrument 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. Other MD&A Requirements

As at January 24, 2018, the Company had 62,999,431 common shares issued and outstanding.

As at January 24, 2018, the following incentive stock options were outstanding:

Expiry Date Exercise

Price

Number of Options

Outstanding

April 4, 2019 $0.35 300,000 April 11, 2019 0.31 65,000 October 24, 2019 0.26 100,000 December 22, 2019 0.65 85,400 March 13, 2020 0.30 700,000 March 17, 2020 0.45 225,000 May 15, 2020 0.30 125,000 November 22, 2020 0.46 5,000 September 13, 2021 0.15 700,000 November 16, 2021 0.15 50,000 February 3, 2022 0.05 437,100 April 18, 2022 0.31 750,000 June 22, 2022 0.26 68,888 July 4, 2022 0.26 508,000 August 8, 2022 0.28 150,000 October 30, 2022 0.25 100,000 November 9, 2022 0.28 1,145,000 November 27, 2022 0.60 50,000 December 8, 2022 0.70 250,000 December 12, 2022 0.67 20,000 December 19, 2022 0.65 5,000

5,839,388

As at January 24, 2018, warrants were outstanding enabling holders to acquire shares as follows:

Expiry Date

Exercise Price

Number of Warrants

Outstanding June 22, 2019 $0.35 438,600 June 22, 2019 0.25 14,240 June 22, 2019 0.35 8,000 September 28, 2019 0.32 430,000 November 14, 2019 0.37 93,750 November 14, 2019 0.32 2,500,000

3,484,590

Change in Management

In April 2017, the board was pleased to announce Alen Paul Silverrstieen as CEO and President of the Company. Alen Paul is a global entrepreneur with over 20 years’ experience managing and growing technology companies. Recently, he founded a software company with offices in NYC and India focused on leveraging Artificial Intelligence and Machine Learning to optimize sourcing and selection of job candidates. Previously, Alen Paul was a senior executive managing a conglomerate of small companies for a boutique equity firm providing recruitment, security, and technology consulting throughout North America. Alen Paul founded and launched GTS in the 1990’s, one of the pioneers in prepaid communications, and led it public on the NASDAQ within three years. At GTS, he spearheaded licensing deals with Fortune 500 and leading North American brands. In June 2017, Colin Wiebe resigned as Chairman and as a Director of the Company in favour of transitioning to our Advisory Board where he will join Tim Huckaby, Lochlyn Munroe, and Mitch Davis as a Technical and Creative Advisor to the Company. Mr. Wiebe is replaced as Chairman by the Company’s Chief Creative Officer, Gabriel Napora who, along with Yas Taalat and Tim Marlowe, will lead the Board of Directors. The Board of Directors will continue to be supported by our CEO & President, Alan Paul Silverrstieen, who has also been appointed Interim CFO while he executes an executive search for a full time CFO for the Company. In 2017, Colin Wiebe resigned from the Board of Advisors. In June 2017, the Company engaged Sally Yeh as VP, Greater China to further the Company’s commitment to the Chinese marketplace for its content. Sally Yeh is an accomplished film producer in China. Having worked at Warner Brothers, Hengdian and China Film Group on ‘CC2C,’ Bollywood’s first production in China and IMAX’s ‘The Lady and the Panda’, Ms. Yeh has lived in Shanghai and Beijing for 14 years and has access to some of the largest production companies and talent in China. She is both a development and hands-on Producer and started her career as a reader for her instructors at the American Film Institute. After receiving her MFA, Ms. Yeh moved to China and worked with Rita Cahill, David Dozoretz, Philip Lee and Sid Ganis on developing various projects. Ms. Yeh’s role with the Company will be in development, creation of projects for the Chinese and worldwide markets, as well as introducing the Company to top talent in China. In September 2017, Timothy Marlowe resigned as a director of the Company. In November 2017, Mr. Ben Lu and Mr. Tristram Coffin were elected as directors of the Company. Mr. Lu is an award-winning scripted content and television commercial producer, writer and director, with over a dozen national awards for his commercial work and nominations for his creative work. His latest producing credit includes an unprecedented prime time network drama that has English, Mandarin and Cantonese as performing languages, a mini-series titled BLOOD AND WATER. Mr. Lu has produced TV spots for major brands such as Mercedes Benz Canada, The Salvation Army, Toyota Canada and Vancouver Aquarium. Other brands he’s worked on also include Nike/Jordan, Air Canada, HSBC, BMW Canada, Audi Canada, ICBC, Vancity Credit Union, BC Hydro, Coast Capital Savings, PGX, Fortis BC and all three levels of governments. Mr. Coffin, a Montreal businessman entrepreneur, was admitted to the Order of Opticians in 1963. His team spirit and dynamism allowed him to become one of Quebec’s most prominent purveyor of quality eyewear and eye care services. He is a director of Metanor Resources and has actively helped the company become a gold producer. He is also a director of Diagnos, an artificial intelligence and healthcare technical services company, and Central America Nickel.

Board of Advisors Appointment

Lochlyn Munro In October 2015, Lochlyn Munro joined the Board of Advisors. Lochlyn Munro is a well-known face from TV and film and is very popular in the Hollywood and Canadian film communities. Lochlyn is best known for his role in Clint Eastwood’s Unforgiven and has created memorable characters in such films as Dead Man on Campus, A Night at the Roxbury, Scary Movie and most recently with George Clooney in Disney’s Tomorrowland. Lochlyn’s countless appearances on TV include roles on various American projects such as 21 Jump Street and Wiseguy. Lochlyn Munro’s Hollywood career continues to excel making him a powerful inspiration to all Canadian talent. As an advisor to GNM, he brings film, TV and music publishing experience, plus his unique cast perspective to the team.

Tim Huckaby

In April 2017, Tim Huckaby joined the Board of Advisors. Mr. Huckaby’s expertise encompasses emerging experiences as AR & VR, holographic, touch, gesture, voice recognition, neural, demographic, emotional, & facial recognition and other futuristic interfaces as applied by a number of compelling software technologies on many hardware platforms on a broad spectrum of devices. Mr. Huckaby is Chairman and Founder of InterKnowlogy, a custom application development firm and think tank specializing in digital surface interaction. His company is currently developing immersive digital experiences for the Microsoft HoloLens. The Hololens is the first fully untethered holographic computer enabling you to interact with high-definition holograms in your world. Mr. Huckaby has worked with Microsoft for over 25 years and is a Microsoft Global RD, a Microsoft MVP and serves on many councils and boards like the Microsoft Application Development Partner Advisory Counsil.

Mitch Davis

In March 2017, Mitch Davis joined the Board of Advisors. Mr. Davis has an impeccable musical pedigree, second to none, and has focused his career on producing films, documentaries, live musical events, and creating intellectual property.

His father, Clive Davis, is a living music legend who has signed, influenced and driven the careers of some of the most significant artists of our time such as Whitney Houston, Bruce Springsteen, Simon & Garfunkel, Rod Stewart, Air Supply, Alicia Keys, Barry Manilow, Christina Aguilera, Carlos Santana, Kelly Clarkson, Leona Lewis and Jennifer Hudson. Mitch Davis is one of the producers alongside movie industry heavyweight Ridley Scott, on the documentary CLIVE DAVIS: THE SOUNDTRACK OF OUR LIVES (2017), which will open at the Tribeca Film Festival this year at the Radio City Music Hall.

Tom Frisina

In August 2017, Tom Frisina joined the Board of Advisors. Mr. Frisina is currently Executive Chairman of Tiling Point, a private equity funded and leading publisher within the mobile gaming industry. Previously during his 16 years with Electronic Arts, he initiated as its Senior Vice President and General Manager, a division entitled EA Partners, which oversaw the creation of and published global hit franchises from the most talented international independent game developers. During his last 6 years at EA as Vice President of Talent Development and Retention, he became a founding professor at The Center for Digital Media graduate school in Vancouver, B.C. During the same period, he became an Endowed Professor of interactive media at USC’s School of Cinematic Arts. Having initiated the establishment of many industry wide global hits over the last 35 years, among which were the franchises Hardball, Test Drive, Medal of Honor, Battlefield, Lord of the Rings and Rock Band, Mr. Frisina is currently an Executive Advisor and

past Chairman of thatgamecompany, winner of the 2013 Game of the Year award within the interactive entertainment industry, for its hit title Journey.

Ben Lu

In September 2017, Ben Lu joined the Board of Advisors. Mr. Lu’s most recent producer role in the TV drama BLOOD AND WATER (Season 1 & 2) has been nominated for The Best Dramatic Series by the Academy of Canadian Cinema and Television. His commercial work has won over a dozen national awards for campaigns with Mercedes Benz Canada, Salvation Army, Vancouver Aquarium and many others.

Warren Zide

In October 2017, Hollywood Producer, Warren Zide, joined the Company’s Board of Advisors. Mr. Zide has produced a number of successful hit films including the “American Pie” and “Final Destination” franchises and the family box-office hit, “Cats and Dogs.” His movies have grossed more than $2 billion at the box office worldwide.

Jeffrey Rice

In December 2017, Jeffrey Rice joined the Board of Advisors. Mr. Rice has produced over 90 movies including 2 GUNS (Denzel Washington) and END OF WATCH with Jake Gyllenhall and Michael Pena. He has worked on some of Hollywood's most successful movies and with stars ranging from Robert De Niro to Russell Crowe.

Sarah Yu

In January 2018, Simon and Sarah Yu joined the Board of Advisors. In 2014, with the help of her husband, Simon, Sarah’s dream came true when she founded Focus Media Inc. Focus Media Inc. provides the most professional advertising strategy, top-tier branding and production for Vancouver businesses. They also strive to create the best marketing tactics for clients.

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