FORM 20-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedNovember 30, 20172018

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________to______________________ to ______________________

Commission file number _______________________________

ALEXANDRA CAPITAL CORP.
PLYMOUTH ROCK TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)

_______________________________________
(Translation of Registrant’s name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

300 - 2015 Burrard Street, Vancouver, British Columbia

Canada V6J 3H3 (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Stock

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s capital or common stock as of the close period covered by the annual report.

On November 30, 2017,2018, there were a total of 19,349,50031,761,300 common shares issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[   ] YES [X] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[   ] YES [   ] NO

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[   ] YES [X] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[   ] YES [X] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[   ] ITEM 17 [   ] ITEM 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[   ] YES [X] NO

Pursuant to The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are classified as an “Emerging Growth Company.” Under the JOBS Act, Emerging Growth Companies are exempt from certain reporting requirements, including the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Under this exemption, our auditor will not be required to attest to and report on management’s assessment of our internal controls over financial reporting during a five-year transition period. We are also exempt from certain other requirements, including the requirement to adopt certain new or revised accounting standards until such time as those standards would apply to private companies. The company will remain an Emerging Growth Company for up to the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, although it will lose that status earlier if revenues exceed $1 billion, or if the company issues more than $1 billion in non-convertible debt in a three year period, or the company will lose that status on the date that it is deemed to be a large accelerated filer.

TABLE OF CONTENTS

GLOSSARY OF TERMS

The following glossary, which is not exhaustive, should be used only as an adjunct to a thorough reading of the entire document of which it forms a part.

adit: A horizontal or close-to-horizontal tunnel, man-made for mining purposes.

Ag: The chemical symbol for silver on the Periodic Table.

andesite: A fine-grained brown or greyish intermediate volcanic rock.

Au: The chemical symbol for gold on the Periodic Table.

breccia: A course-grained rock, composed of angular, broken rock fragments held together by a mineral cement or a fine-grained matrix.

chloritization: A form of alteration of a rock involving the replacement by, conversion into, or introduction of chloride.

crosscuts: Mine openings or passageways that intersect a vein or ore bearing structure at an angle.

epithermal: Applied to hydrothermal deposits formed at low temperature and pressure.

Feasibility Study: A detailed study of a deposit in which all geological, engineering, operating, economic and other relevant factors are engineered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

felsic: Applied to an igneous rock having abundant light-colored materials.

hectare: A metric unit of land measure equal to 10,000 square metres or 2.471 acres.

hydrothermal: Relating to hot fluids circulating in the earth's crust. Inductively coupled plasma mass spectrometry (ICP-MS): an analytical chemistry technique which is capable of detecting metals and several non-metals at concentrations as low as one part in 1015 (part per quadrillion, ppq) where minimal background radiation is present.

Indicated Mineral Resource:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, an Indicated Mineral Resource is part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.ⁱ

Inferred Mineral Resource:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes.ⁱⁱ

Measured Mineral Resource: As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources and Mineral Reserves, a Measured Mineral Resource is part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on a detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes that are spaced closely enough to confirm both geological and grade continuity.

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mineral: An inorganic substance having usually a definite chemical composition and, if formed under favourable conditions, having a certain characteristic atomic structure which is expressed in its crystalline form and other physical properties.

Mineral Resource:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a Mineral Resource is a concentration or occurrence of natural, solid, inorganic, or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

Mineral Reserve:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

mineral claim: The portion of mining ground held under law by a claimant.

mineralization: Implication that the rocks contain sulphide minerals and that these could be related to ore.

National Instrument 43-101 (NI 43-101): A national instrument for the Standards of Disclosure for Mineral Projects within Canada. NI 43-101 is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada.

ore: That part of a mineral deposit which could be economically and legally extracted.

Probable Mineral Reserve:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Proven Mineral Reserve:As defined by the Canadian Institute of Mining, Metallurgy, and Petroleum, a proven mineral reserve, is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

quartz: A common rock forming mineral consisting of silicon and oxygen.

rhyolite: A fine-grained volcanic (intrusive) rock of granitic composition.

sulfidation: The reaction of a metal or alloy with a sulfur-containing species to produce a sulfur compound that forms on or beneath the surface of the metal or alloy.

stockwork: A metalliferous deposit characterized by the impregnation of the mass of rock with many small veins or nests irregularly grouped.

vein: A zone or belt of mineralized rock lying within boundaries clearly separating it from neighbouring rock. A mineralized zone has, more or less, a regular development in length, width and depth to give it a tabular form and is commonly inclined at a considerable angle to the horizontal. The term "lode" is commonly used synonymously for vein.

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PART I

This annual report contains forward-looking statements. These statements relate to future events or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "potential", or "continue", the negative thereof or other variations thereon or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that the forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, shareholders and prospective investors should not place undue reliance on forward-looking statements. The forward-looking statements in this annual report speak only as to the date hereof. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this annual report, unless otherwise stated, all dollar amounts are expressed in Canadian dollars ("$"). "US$" refers to United States dollars. The financial statements and summaries of financial information contained in this annual report are also reported in Canadian dollars (“$”) unless otherwise stated. All such financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"),unless expressly stated otherwise.

As used in this annual report, the terms "we", "us", "our", "our company" and "the company" refer to Alexandra Capital Corp.Plymouth Rock Technologies Inc., a British Columbia corporation, and our subsidiaries,wholly owned subsidiary, Plymouth Rock Technologies Inc., a Delaware corporation, unless otherwise stated. References to "Alexandra Capital""Plymouth Rock USA refer to Alexandra Capital Corp. excluding its subsidiaries.our wholly owned subsidiary.

ITEM 1.         IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable to Form 20-F filed as an Annual Report.

ITEM 2.        OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable to Form 20-F filed as an Annual Report.

The following table summarizes selected financial data for our company for the fiscal years ended November 30, 2018, 2017, 2016, 2015, 2014, and 2013,2014, respectively, prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"). The information in the table is expressed in Canadian Dollars was extracted from the detailed financial statements and related notes included in this annual report and should be read in conjunction with such financial statements and with the information appearing under the heading, "Item 5 — Operating and Financial Review and Prospects" beginning at page 2518 below.

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Selected Financial Data

(CAD$)

Not applicable to Form 20-F filed as an Annual Report.

Not applicable to Form 20-F filed as an Annual Report.

In addition to the other information presented in this annual report, the following should be considered carefully in evaluating our company and its business. This annual report contains forward-looking statements and information within the meaning of U.S. and Canadian securities laws that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements and information. Factors that might cause such differences include those discussed below and elsewhere in this annual report.

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Risks Associated with Mining

Our reserve and resource estimates are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

In making determinations about whether to advance any of our projects to development, we must rely upon estimated calculations as to the mineral reserves and grades of mineralization on our properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. We cannot assure you that:

Any material changes in mineral reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Our reserve and resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for silver, gold, zinc and lead may render portions of our mineralization uneconomic and result in reduced reported mineral reserves.

Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our results of operations or financial condition. We cannot assure you that mineral recovery rates achieved in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale.

Mineral operations are subject to government regulations which could have the effect of reducing or preventing us from exploiting any possible mineral reserves on our properties.

Mining and exploration activities are also subject to national and local laws and regulations governing prospects, taxes, labor standards, occupational health, land use, environmental protection, mine safety and others which currently or in the future may have a substantial adverse impact on our company. In order to comply with applicable laws, we may be required to make capital expenditures until a particular problem is remedied. Existing and possible future environmental legislation, regulation and action could cause additional expense, capital expenditures, restriction and delays in the activities of our company, the extent of which cannot be reasonably predicted. Violators may be required to compensate those suffering loss or damage by reason of our mining activities and may be fined if convicted of an offence under such legislation.

Mining and mineral exploration has substantial operational risks, which could prevent us from achieving profitable operations.

Mining and mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have an interest will be subject to all of the hazards and risks normally incidental to exploration, development and production of base, precious and other metals, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. The nature of these risks is such that liabilities could exceed policy limits of our insurance coverage, in which case we could incur significant costs that could prevent us from becoming profitable. Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercially viable ore body which can be legally and economically exploited.

Our operations may be subject to environmental regulations which may result in the imposition of fines and penalties.

Our operations may be subject to environmental regulations promulgated by government agencies from time to time. There is no assurance that environmental regulations will not change in a manner that could have an adverse effect on our Company's financial condition, liquidity or results of operations. Environmental legislation is constantly expanding and evolving in ways that impose stricter standards and more rigorous enforcement, with higher fines and more severe penalties for non-compliance, and increased scrutiny of proposed projects. There is an increased level of responsibility for companies, and trends towards criminal liability for officers and directors for violations of environmental laws, whether inadvertent or not. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations.

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While we maintain appropriate insurance for liability and property damage, we may become subject to liability for hazards that cannot be insured against, which if such liabilities arise, could reduce or eliminate profitability for our Company.

Our operations may involve the use of dangerous and hazardous substances. While extensive measures are taken to prevent discharges of pollutants in the ground water and the environment, and it is anticipated that we will maintain appropriate insurance for liability and property damage in connection with our business, we may become subject to liability for hazards that cannot be insured against or which we may elect not to insure ourselves against due to high premium costs or other reasons. Should such liabilities arise, they could reduce or eliminate the profitability of us, resulting in a decline in the value of our securities. In the course of mining and exploration of our mineral properties, certain risks and, in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our securities.

There can be no assurance that title to any property interest acquired by us or our subsidiary is secured.

Although we have taken reasonable precaution to ensure that legal title to our properties is properly documented, there can be no assurance that our Company's property interests may not be challenged or impugned. Such property interests may be subject to prior unregistered agreements or transfers or other land claims, and title may be affected by undetected defects and adverse laws and regulations.

We have a limited operating history on which to base an evaluation of our business and prospects.

Since we have only relatively recently begun furthering development of our mining properties, we only have a limited operating history on which to base an evaluation of our future prospects. Our operating activities from incorporation in 2011 through November 30, 2017 consisted primarily of becoming listed on the TSX Venture Exchange (although we voluntarily delisted from the TSX Venture Exchange on March 9, 2016) and then locating and acquiring the interest in the properties that we currently hold. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the early stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. Aside from the professional track record of our Company’s management team, there is no history upon which to base any assumption as to the likelihood that our Company will prove successful and we can provide investors with no assurance that we will generate any net operating revenues or achieve profitable operations.

Our property is in the exploration stage; however, it has not been proven commercially viable at this time and there is no assurance that commercially viable quantities of ore will be discovered.

Our mineral property is in the early exploration stage and is not commercially viable at this time. No known bodies of commercial ore or economic deposits have been established to the satisfaction of National Instrument 43-101 (Canada) on any of the mineral properties. Mineral exploration involves a high degree of risk. There is no assurance that commercially viable quantities of ore will be discovered at our exploration sites, or that any of our current or future exploration properties will be brought into commercial production. Moreover, although we have carried out limited early-stage exploration of our SB Project property, we have not developed or financed a detailed plan for future exploration. If we are not able to locate sufficient quantities of commercially viable ore and bring our exploration property into commercial production, we may not be able to continue operations and, as a result, our shareholders may lose any investment in our Company.

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We are subject to environmental protection legislation with which we must comply or suffer sanctions from regulatory authorities.

If the results of our geological exploration program indicate commercially exploitable reserves and we decide to pursue commercial production of our mineral claims, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities do not approve our mine or if the costs of compliance with government regulation adversely affect the commercial viability of the proposed mine.

Mineral prices are subject to dramatic and unpredictable fluctuations.

The market price of precious metals and other minerals is volatile and cannot be controlled. If the price of precious metals and other minerals should drop significantly, the economic prospects of the projects in which we have an interest could be significantly reduced or rendered uneconomic. There is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of same. Factors beyond our control may affect the marketability of any minerals discovered. Mineral prices have fluctuated widely, particularly in recent years. The marketability of minerals is also affected by numerous other factors beyond our control, including government regulations relating to royalties, allowable production and importing and exporting of minerals, the effect of which cannot be accurately predicted.

If we cannot locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.

To date, we have relied exclusively on the services of third party consultants for the evaluation, maintenance, and exploration of our mineral property. Not all of our directors and officers have direct training or experience in metals exploration or mining and none have visited our SB Project property. As a result, our officers and directors may not be fully aware of any of the specific requirements related to working within the industry or on our property. Their decisions and choices may not take into account standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm. As a result, we may have to suspend or cease operations which would result in the loss of your investment.

We cannot assure you that we will successfully acquire additional commercially mineable mineral rights.Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Estimates of reserves, resources, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.

Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project. Our future growth and productivity will depend, in part, on our ability to identify and acquire additional commercially mineable mineral rights, and on the costs and results of continued exploration and potential development programs. Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required to:

In addition, if we discover ore, it would take several years form the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, there can be no assurance that we will successfully acquire additional commercially mineable (or viable) mineral rights.

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Risks Associated with Our Business

Our companyLimited Operating History

The Company has no history of business operations, revenue generation or production history. The Company was incorporated on October 17, 2011 and has yet to generate a profit from its activities. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may have insufficient capital intake several years to achieve positive cash flow from operations.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the future to meet production demands and continue its operations.

As at November 30, 2017 we had a working capitalestablishment of $538, 679. In the Company’s audited financial statements forcurrent and planned operations will be required. No assurances can be given that the fiscal year ended November 30, 2017, our auditor stated there were material uncertaintiesCompany will be able to raise the additional funding that cast substantial doubt about the company’s ability to continue as a going concern. To maintain our activities, we will require additional funds which may be obtained either byrequired for such activities, should such funding not be fully generated from operations. Environmental rehabilitation or restitution, revenues, taxes, transportation costs, capital expenditures, operating expenses and development costs are all factors which will have an impact on the saleamount of securities or obtaining debt financing.additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that weadditional financing will be successful in obtaining suchavailable on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing; failurefinancing as needed, it may be required to do so could result inreduce the inabilityscope of our company to develop new products, meet productionits operations or anticipated expansion, and delivery demands and continue ourpursue only those development plans that can be funded through cash flows generated from its existing operations.

WeRegulatory Requirements

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

WhileFailure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in the businessoperations may be required to compensate those suffering losses or damage, and may have civil or criminal fines or penalties imposed upon them for violation of miningapplicable laws or regulations. Amendments to current laws, regulation and exploring mineral properties in British Columbia, Canada, the naturepermits governing operations and activities of our business, our ability to continue our exploration of potential projects, and to develop a competitive edge in the marketplace, depends, in large part, on our ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and we may not be able to attract and retain such personnel. Our growth has depended, and in the future will continue to depend, on the efforts of our key management personnel most notably Blake Olafson, our President and CEO. The loss of any of these people wouldcompanies, or more stringent implementation thereof, could have a material adverse effectimpact on us.the Company and cause increases in capital expenditures or development costs or require abandonment or delays in the development of new projects.

Financing Risks and Dilution to Shareholders

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

Competition

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

An inability to secure or defend intellectual property rights and protections for our technologies may negatively impact our business or financial position.

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

Governmental Regulations and Processing Licenses and Permits

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

Conflicts of interest may arise as a result of our directors and officers being directors and officers of other natural resourcetechnology companies.

Certain of ourthe directors and officers mayof the Company will be engaged in, and will continue to be involvedengage in, a wide range ofother business activities throughon their directown behalf and their indirect participation in corporations, partnerships or joint ventures. Situations may arise in connection with potential acquisitionson behalf of other companies and, investments where the other interestsas a result of these director and officers may conflict with the interests of our Company. Ourother activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Litigation

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

As certain of the Company’s officers have other outside business activities and, will follow the procedures set outthus, may not be in the applicable corporate legislation.

Ifa position to devote all of their professional time to the Company, is characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.

As more fully described below in “Item 10.E. Taxation — United States Federal Income Tax Considerations — Passive Foreign Investment Company Status”, if for any taxable year our passive income, or the value of our assets that produce (or are held for the production of) passive income, exceed specified levels, weCompany’s operations may be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. This characterization couldsporadic, which may result in adverse U.S. tax consequences to our U.S. shareholders, including gain on the disposition of our common shares being treated as ordinary income and any resulting U.S. federal income tax being increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain “excess distributions” in respect of our common shares.periodic interruptions or suspensions.

Risks Relating to the Common Shares

If our company's business is unsuccessful, our shareholders may lose their entire investment

Although shareholders will not be bound by or be personally liable for the our company's expenses, liabilities or obligations beyond their total original capital contributions, should our company suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment in our company.

The price of our Common Shares has been and may continue to be volatile.

The trading price for our common stock on the TSX Venture Exchange (where our stock was traded from August 13, 2014 to March 9, 2016) and the Canadian Securities Exchange (CSE) (where our stock has traded since March 10, 2016) has been and is likely to continue to be highly volatile. Although our common shares are currently quoted on the OTC Pink tier of the electronic quotation service operated by OTC Markets Group, there is no active market for our common shares, and no significant U.S. market may develop. f such a market develops, prices on that market are also likely to be highly volatile.

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Factors that could adversely affect the price of our Common Shares include:

As a “foreign private issuer”, our company is exempt from certain sections of the Securities Exchange Act of 1934 which results in shareholders having less complete and timely data than if the company were a domestic U.S. issuer.

As a “foreign private issuer,” as defined under the U.S. securities laws, we are exempt from certain sections of the Securities Exchange Act of 1934. In particular, we are exempt from Section 14 proxy rules which are applicable to domestic U.S. issuers. The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K has typically been more limited than the submissions required of U.S. issuers and results in shareholders having less complete and timely data, including, among others, with respect to disclosure of: (i) personal and corporate relationships and age of directors and officers; (ii) material legal proceedings involving the Company, affiliates of the Company, and directors, officers promoters and control persons; (iii) the identity of principal shareholders and certain significant employees; (iv) related party transactions; (v) audit fees and change of auditors; (vi) voting policies and procedures; (vii) executive compensation; and (viii) composition of the compensation committee. In addition, due to the company’s status as a foreign private issuer, the officers, directors and principal shareholders of our company are exempt from the short-swing insider disclosure and profit recovery provisions of Section 16 of the Securities Exchange Act of 1934. Therefore, these officers, directors and principal shareholders are exempt from short-swing profits which apply to insiders of U.S. issuers. The foregoing exemption results in shareholders having less data in this regard than is available with respect to U.S. issuers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if our company issues additional shares or raise funds through the sale of equity securities.

Our constating documents currently authorize the issuance of an unlimited number of Common Shares without par value. If we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in control of our company.

Our company does not intend to pay dividends on any investment in our common shares.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the market price of our common shares. This may never happen and investors may lose all of their investment in our company.

The risks associated with penny stock classification could affect the marketability of our common shares and shareholders could find it difficult to sell their shares.

Our common shares are subject to “penny stock” rules as defined in the Securities and Exchange Act of 1934 Rule 3a51-1. The SEC adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common Shares in the United States and shareholders may find it more difficult to sell their shares.

Risks Relating to Management

We depend on key personnel to operate our business effectively in the competitive security and volatile exploration miningthreat detection technology industry.

OurThe success depends to a significant degree upon the continued contributions of the principal membersCompany will be largely dependent upon on the performance of our management team, who perform important functionsthe directors and would be difficult to replace. Ourofficers and the ability to attract and retain highly skilledkey personnel. The loss of the services of these persons may have a material adverse effect on the Company’s business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers or other qualified personnel will berequired to operate its business. Failure to do so could have a key factor in our future success.material adverse effect on the Company and its prospects.

Since certain of our officers and directors are located in Canada, it may be difficult to enforce any United States judgment for claims brought against such officers and directors.

Our company is organized under the laws of the Province of British Columbia, Canada and certain of our officers and directors are residents of Canada. While a cross border treaty exists between the United States and Canada relating to the enforcement of foreign judgments, the enforcement process is cumbersome and in some cases has prevented the enforcement of judgments. As a result, while actions may be brought in Canada, it may be impossible to affect service of process within the United States on the company’s officers and directors or to enforce against these persons any judgments in civil and commercial matters, including judgments under United States federal securities laws. In addition, a Canadian court may not permit an original action in Canada or enforce in Canada a judgment of a United States court based on civil liability provisions of United States federal securities laws.

Our management is free to devote time to other ventures and shareholders may not agree with their allocation of time.

Our officers and directors devote a substantial amount of their time to the management and operation of the company’s business. Management is not however, contractually required to manage or direct the company as their sole and exclusive function and they may have other business interests and engage in other activities in addition to those relating to the company. This includes rendering advice or services of any kind to and creating or managing other businesses, including other businesses in the fiber optic industry. Our officers and directors are required by law to act honestly and in good faith with a view to the best interests of the company and to disclose any interests, which they may have in any project or opportunity of the company. If a conflict of interest arises, at a meeting of the board of directors of our company, any director with a conflict is required to disclose their interest in the matter and to abstain from voting on such matter.

ITEM 4.        INFORMATION ON THE COMPANY

A.      History and Development of the Company

The Company was incorporated as Alexandra Capital Corp. was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at 300-2015300 – 2015 Burrard Street, Vancouver, BC,B.C., V6J 3H4. The Company does notWe have any subsidiaries. Theone wholly owned subsidiary, Plymouth Rock Technologies Inc., a Delaware corporation (“Plymouth Rock USA”).

Following incorporation, the Company was a capital pool company (“CPC”) as defined by Policy 2.4 of the TSX Venture Exchange (the “Exchange”).

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On August 11, 2014 the Company completed its qualifying transaction with arm’s length vendor (the “Vendor”) Eastland Management Limited (“Eastland”) and on August 13, 2014 commenced trading on the Exchange as a Tier 2 Mining Issuer (TSXV: AXC). Effective August 11, 2014, the Company’s principal business activity became the exploration of mineral resources on the Southern Belle or “SB” Property.

On March 7, 2016, the Company announced that it has received final approval to list its common shares on the Canadian Securities Exchange (the “CSE”) and has voluntarily delisted its common shares from the TSX Venture Exchange (the “TSXV”).TSXV. The Company’s common shares commenced trading on the CSE at market open on March 10, 2016 after beingand were delisted from the TSXV effective March 9, 2016. The Company’s common shares were traded under symbol “AXC” on the CSE.

On October 31, 2018, the Company completed its business acquisition of Plymouth Rock USA and changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new trading symbol “AXC” remains“PRT” on November 1, 2018 (See “Business Acquisition” section of this report).

On January 8, 2019, the same.Company’s common shares commenced trading on the Frankfurt Stock Exchange in Germany under the Symbol: 4XA, WKN# - A2N8RH.

On February 12, 2019, the Company’s common shares are now eligible for electronic clearing and settlement through the Depository Trust Company (“DTC”) in the United States (“US”). DTC is a subsidiary of the Depository Trust & Clearing Corporation, a U.S. company that manages the electronic clearing and settlement of publicly traded companies. DTC eligibility is expected to simplify the process of trading and enhance liquidity of the Company's common shares.

GeneralHistorical Development of our Business Sincesince Incorporation

Following our incorporation we became listed as a Capital Pool Company (“CPC) on the TSX Venture Exchange (the “Exchange”) on May 2, 2012. A CPC is a corporation formed by individuals acceptable to the Exchange with a history of successful involvement with listed corporations which have completed an offering of securities as an unallocated or uncommitted pool of investment funds to be used primarily to investigate business opportunities for acquisition by the CPC. The proposed acquisition must meet Exchange criteria for a "Qualifying Transaction" (“QT”) acceptable to the Exchange.

On February 17, 2014 we entered into an Option Agreement, with Qualitas Holdings Corp. whereby we would acquire an option to earn an undivided 100% interest in and to the eight (8) mineral claims comprising the Southern Bell ("SB”) Project, located approximately 25 kilometers west of Merritt, British Columbia totaling 3,517 hectares. The Option Agreement was amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as optionor of the claims.

In order to maintain the Option in good standing and earn a 100% interest in the SB Property, the Company is required to incur exploration expenditures totaling $100,000 on or before August 11, 2015 (completed). The Company is also required to make cash payments to the vendors of the Option of $10,000 upon receipt of the Technical Report (paid), $15,000 at the time of Exchange approval (paid) and $10,000 on the first anniversary of Exchange approval (paid). Additionally, the Company must issue 500,000 shares (200,000 upon Exchange approval (issued) and 300,000 on or before the second anniversary (issued). .

Concurrent with the completion of the Qualifying Transaction, we arranged a non-brokered private placement (the “Offering”) of 2,400,000 flow-through units at a price of $0.05 per unit for aggregate gross proceeds of $120,000, Each flow-through unit under the private placement consists of one flow-through common share and one common share purchase warrant entitling the holder to acquire one additional non flow-through common share of the corporation at an exercise price of $0.10 within 60 months of closing. A finder’s fee of 240,000 non flow-through units with a deemed aggregate fair market value of $12,000 was paid in connection with the private placement.

Recent Developments and Transactions

As at November 30, 2017, the Company had incurred acquisition and exploration expenditures of $171,012 (November 30, 2016 - $165,012) on the Southern Bell Property. During the year ended November 30, 2017, we issued 300,000 common shares valued at $6,000 for the acquisition of exploration and evaluation assets. The Company fulfilled its obligation to earn the 100% interest in the Southern Belle Property with the share issuance.

On November 10, 2017, the Company entered into a non-binding Letter of Intent with WMC ApS (“WMC”), a private Danish company based in Copenhagen which has developed and operates a platform for trading digital assets including digital currencies. The LOI providesprovided for the grant by WMC to the Company of an exclusive license to use, market, sub-license, sell and distribute the technology in Canada and the United States of America.

On November 20, 2017 Patrick Morris resigned from our board of directors. His resignation did not result from any disagreement with the Company regarding our operations, policies, practices or otherwise. Concurrently, Vivian Katsuris, our then Chief Financial Officer, was appointed to fill the ensuing vacancy on our board of directors.

On December 1, 2017, the Company completed a non-brokered private placement of 5,500,000 common shares at a price of $0.10 per share, for gross proceeds of $550,000.00. The Company also issued 490,500 common shares in respect of finder’s fees payable in relation to the private placement. Pursuant to Canadian securities regulation the common shares issued in the offering were subject to a four month hold period, which expired on March 30, 2018.

Also on December 1, 2017, the Company entered into a non-binding letter of intent with WMC ApS (“WMC”), a private Danish company based in Copenhagen which brokers and develops payment processes in crypto currency transactions. The agreement replaced the non-binding letter of intent between the parties dated November 10, 2017. Pursuant to the new Letter of Intent, the Company, WMC and its shareholders proposed to enter into a definitive agreement whereby the Company would acquire all of the issued and outstanding common shares of WMC in consideration for the issuance by the Company of 26,000,000 common shares at closing, and an additional 15,000,000 common shares on the 13th month after closing, subject to WMC achieving an average of $5,000,000.00 in gross monthly transaction volume over the preceding 12 months. Closing of the transaction was subject to several conditions precedent, including the completion of a definitive agreement and achievement of financing for gross proceeds of at least $3,000,000.00, among others. ON April 10, 2018 the Company announced its intention not to pursue the transaction with WMC.

On December 22, 2017 Jeremy Poirier was appointed as a director of our board of directors.

On January 15, 2018 Blake Olafson resigned as president, chief executive officer, and as a director of the Company, and Vivian Katsuris resigned as Chief Financial Officer. The resignations did not result from any disagreement with the Company regarding our operations, policies, practices or otherwise. Concurrently, our board of directors appointed Vivian Katsuris as President and Chief Executive Officer, and Zara Kanji as Chief Financial Officer. Ms. Katsuris also continues as a director of the Company.

Recent Developments and Acquisition of Plymouth Rock USA

During the year ended November 30, 2018, the Company sold its entire interest in the SB Property for a cash payment of $15,000, incurring a loss on the disposition of exploration and evaluation assets of $156,012. With the business acquisition and the sale of the mineral interest of the SB Property, the Company no longer pursues the exploration and development of mineral properties.

On April 10, 2018 the Company entered into a non-binding letter of intent with Plymouth Rock Technologies Inc. (“PRT”). PRT is a private Delaware corporation that is developing a system using Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, like airports, shopping malls, schools and sports venues. PRT is also developing a millimeter wave antenna with military and civilian applications which can be drone-mounted to detect weapons such as guns, suicide vests, and explosives in mass gatherings. PRT is also working on other threat detection systems and technologies that can be integrated into existing screening environments. Pursuant to the Letter of Intent, the Company, PRT and its shareholders propose to enter into a definitive agreement whereby the Company would acquire all of the issued and outstanding common shares of PRT in consideration for the issuance by the Company of 3,000,000 common shares of the Company at closing. All common shares issued as consideration for the PRT shares would be subject to escrow and resale restrictions under Canadian securities law and the policies of the Canadian Securities Exchange.

We are a miningsecurity and explorationthreat detection technology company listed on the Canadian Securities Exchange, trading under the symbol “AXC”“PRT”. Our common shares are also quoted under the symbol “ASDRF” on the OTC Pink tierOTCQBtier of the OTC Markets electronic quotation system, however there is no active market for our stock on the OTC Markets. Our current activities are focused on the exploration for preciousdevelopment of security screening and base metals on our SB Project property described herein.threat detection technology solutions using radar imaging and signal processing technology. We are in the explorationdevelopment phase and dohave not have any producing property. As at November 30, 2017, we had incurred acquisitionachieved revenue.

Our Technologies

The Company’s core technologies include: (1) A Millimeter Remote Imaging system from Airborne Drone (“MIRIAD”); (2) A compact microwave radar system for scanning shoe’s (“Shoe-Scanner”); and exploration expenditures(3) Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, such as airports, shopping malls, schools and sports venues (“Wi-Ti ”).

Wi-Ti

On February 19, 2019, the Company signed a memorandum of $171,012 (November 30, 2016 - $165,012) on our SB Property. Also during fiscal 2017, our management has engagedunderstanding (“MOU”) with Abicom International Ltd. (“Abicom International”), a Qualcomm authorized design partner, to assist in the identification and evaluation of new technologies and businesses with the aim of diversifying our business through strategic transactions. We do not currently have any detailed plans to conduct exploration on our property. Recoverycontinued development of the costPlymouth Rock Wi-Ti (Wireless Threat Indication) system and prototype. Wi-Ti is a passive detection system that uses artificial-intelligence (“AI”) to analyze the radio waves within an area. The system uses radar-based algorithms to filter common items such as cell phones and general pocket items from concealed threats items such as assault weaponry and improvised explosive devices (“IED’S”).

The past three years have seen significant advances in the monitoring of our mining assetsWi-Fi radio wave analysis. This includes Wi-Fi used to track and trace the movements of people in real time through walls. Similar techniques have used Wi-Fi radio waves to detect subtle changes in breathing and heart rates. The Plymouth Rock Wi-Ti technology advances that analysis to concealed threat detection. Unlike other emerging screening technologies Wi-Ti can be used in airport concourse areas, stadiums and open spaces at stand-off distances. Our unique radar imaging and signal processing technology allows for none intrusive screening of crowds in real time. Further, with Wi-Ti, there are no radio emissions, so this method of detection can be freely used in any Wi-Fi enabled environment without special license or regulatory approval.

Abicom International has worked with many prominent security and technology companies, including Bosch Security, Siemens Transportation, QinetiQ, Harris Systems and Northern Light Technologies. “Abicom International’s status as a Qualcomm design center is subjectan assurance of excellence that is granted to less than eleven companies globally”. The partnership between Plymouth Rock and Abicom International is about the drive to continuously expand the realm of possibilities for Wi-Fi based technologies.

Millimeter Wave, Shoe Scanning Technology

On March 12, 2019, the Company announced that Manchester Metropolitan University assigned the Millimeter Wave, Shoe Scanning technology IP to the discovery of economically recoverable reserves, our Company’s ability to obtain the financing required to pursue exploration and development of its properties, and profitable future production or the proceeds from the sale of our properties. We must periodically obtain new funds in order to pursue our activities. We do not currently have any detailed plans to conduct additional exploration on our property. To date, we have relied exclusively on the services of third party consultantsCompany for the evaluation, maintenance,consideration of $30,000. The Millimeter Wave Shoe Scanner is a floor-mounted 3D imaging system that uses harmless millimeter wave imaging techniques to inspect footwear. The scanner is then able to identify if the footwear has been altered or is being used to transport concealed items, such as weaponry, substances, compounds, or electronic items.

The Millimeter Wave Shoe Scanner allows for the rapid screening of footwear without necessitating removal of shoes. With a screening time of 30 PPM (Persons/Minute) the Shoe Scanner is ideal for airport terminals, prison/correctional facilities, public events and explorationother high throughput, screening applications. This safe, proven technology is already sanctioned by US FDA, Health Canada and EU Airport legislation.

MIRIADMIRIAD is a compact, RF sensor package that is specifically designed for use on UAVs (Unmanned Aerial Vehicles). The basic sensor format will be designed to support a variety of our mineral property. No member of our management team has visited the SB Project property.

11missions but will be initially optimized to detect weaponry or suicide devices concealed on a person in an outdoor environment using passive millimeter wave radar.

Market PricesMIRIAD uses a unique ultra-lightweight antenna to capture radar images of Goldtarget subjects within a wide field of view. The captured radar image data, along with high resolution video is then backhauled wirelessly over a high capacity data link to a central processing center for data analysis. Using algorithm based digital signal processing techniques the radar signature is analyzed and overlaid onto the video imagery to display a real time image of the video capture that includes an indication of any concealed threat item. The technology uses both Artificial Intelligence (AI) and Augmented Reality (AR) techniques to positively Identify a threat and its exact location on subjects within its field of view. Multiple MIRIAD equipped UAV’s can be supported by a single data processing facility to cover large areas.

The market prices of gold, silverMIRIAD’s primary intended applications are outdoor public event crowd screening, special police and other precious metals have historically fluctuated widelysecurity service operations, and are affected by numerous global factors beyond our control. A decline in such market prices may have an adverse effect on revenues we receive from the sale of minerals. A decline in prices will also reduce our exploration effortsforward operating base protection, Other planned applications include remote infrastructure inspection and make it more difficult to raise capital.analysis; oil and gas pipeline inspection, and search and rescue (land and sea).

Sources and Availability of Raw Materials

Other than water and power, both of which are readily available and do not experience any material price volatility, weWe do not require or anticipate requiring any uncommon raw materials withfor manufacturing of our planned products. Our planned products will rely on common electronic components and materials which are not subject to carry out our business.significant price volatility. ,

Patents and Licenses; Industrial Commercial and Financial Contracts; and New Manufacturing Processes

In conducting our business operations, we are not dependent on any patentedcertain proprietary or licensed processes, technology, industrial, commercialdesigns, and other intellectual property. We currently hold the United Kingdom patent for the Millimeter Wave, Shoe Scanning technology for a term of 15 years. We have not obtained any other patents, patents applications or financial contractstrademarks in connection with our products or new manufacturing processes.planned products, and have no plans to do so in the immediate future. We intend to protect our intellectual property primarily through a combination of trade secrets, license restrictions, and copyright.

Competition

We are a mineral resource explorationsecurity and threat detection technology company. We compete with other mineral resource explorationtechnology companies for financing and for the acquisitionmarket share in our fields of new mineral properties.specialization. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitionsthe acquisition, development and commercialization of mineral propertiestechnologies of merit, on exploration of their mineral properties and on development of their mineral properties.. In addition, they may be able to afford more geologicalscientific or engineering expertise in the targeting and explorationdevelopment of mineral properties.their technologies. This competition could result in competitors having mineral propertiesoffering products of greater quality and interest to prospective investors who may finance additional exploration.development and commercialization. This competition could adversely impact on our ability to finance further explorationproduct development and to achieve the financing necessary for us to develop our mineral properties.business

Compliance with Government Regulation

Our business is subject to laws and regulations governing prospecting, development, mining,the production, sale and use of surveillance, threat detection and security technology, including but not limited to regulation regarding public safety, personal privacy, public transportation, criminal law, consumer protection, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. The MinesLegislation such as the Airport Security Federalization Act (United States), the Aviation and Mineral Resources Division (MMD) ofTransportation Security Act (United States) and the Ministry of EnergyAviation Security Act (Canada) and Mines (MEM) regulates the approval, development and reclamation of all mines in British Columbia under the authority of the province’s Mines Act (1996) and itstheir respective associated regulations, and all other applicable Federal, State, Provincial and Provincialmunicipal laws. AnyThe testing, marketing, and sale of our current and future exploration willproducts may require licenses andpermissions or permits from various governmental and nongovernmental authorities, and may require permission of surface title holders for access to conduct exploration and/or extraction.authorities. There can be no assurance, however, that all permitspermissions or surface access rights which we may require for continued exploration, construction of mining facilities and conduct of mining operations, particularly environmental permits and other reclamation requirements, will be obtainable or achievable on reasonable terms or that compliance with such laws and regulations would not have an adverse effect on the profitability of any mining projectproduct that we may undertake.develop or seek to market.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operationsthe marketing, sale, or use of our products to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.curtailed.

Amendments to current laws, regulations and permits governing operations and activitiesthe intended use of mining companies,our technologies, or more stringent implementation thereof, could have a material adverse impact on our business and cause increases in capital expenditures or production costs, or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.products.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. For a more detailed discussion of permitting requirements application to our proposed mineral exploration activities, please refer to the information contained under the heading “Regulation of Mineral Exploration in British Columbia” on page 31of this registration statement.planned products.

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Research and Development Expenditures

The Company has acquired its technology and intellectual property through acquisition. We haveaccordingly incurred $Nil in research and development expenditures overduring the last fiscal year.year ended November 30, 2018.

Employees

Currently, we do not have any employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

We do not currently have any subsidiaries.

Our company's headoperating office is located in an office space in Vancouver, British Columbia, Canada. OnPlymouth, Massachusetts. In November 2018, Plymouth Rock USA entered into two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2020. The minimum base rent is US$2,917 per month for the period from December 1, 2018 to November 30, 2019 and US$3,005 per month from December 1, 2019 to November 30, 2020.

Previously, on October 31, 2017, we entered into one-year lease agreement for theour former office space commencing(located in Vancouver, British Columbia) which commenced November 1, 2017 and endingended on October 31, 2018. The minimum base rent iswas $2,500 per month.

Previously we occupied an office space provided by our former President and CEO. We rented that office space at the rate of $100 per month until the third quarter of 2015, and it was subsequently provided without charge on a month to month basis through October, 2017.

We believe that our existing facilities are adequate to meet our needs for the foreseeable future.

Information Concerning the SB Project

Property DescriptionOn February 17, 2014, and Location

The geographic center offurther amended on May 2, 2014, the property is at approximately 634000E; 5561000NCompany entered into an Option Agreement, with Eastland Management Ltd. whereby the Company acquired an option to earn an undivided 100% interest in UTM ZONE 10 (NAD 83) or at 50° 11’ 38” north latitude and 121° 8’ 6” west longitude. The property isto the eight (8) mineral claims comprising the Southern Bell ("SB”) Property, located approximately twenty five25 kilometers west of Merritt, B.C., and lies between Trans-Canada Highway 1 and Provincial Highway 5. Access is via secondary road systems fromBritish Columbia totaling 3,517 hectares. The Option Agreement was amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as the Trans-Canada Highway, south of Spences Bridge, which provide reasonable access throughout muchoptionor of the claims. The mineral tenures are

On August 26, 2015, the Company and Eastland Management amended the Option Agreement so that on the first anniversary of Exchange approval (August 11, 2015) the Company must arrange for subsurface rights only and there are no surface rights associated with the tenures. All tenures are on crown land are legally accessible. The SB Project property lies within the traditional territorypayment of $10,000 to Eastland Management in lieu of the Nlaka’pamux First Nation. Land claims have not been settledoriginal obligation to issue 200,000 common shares. All other aspects of the Option Agreement remain unchanged.

In order to maintain the Option in this partgood standing and earn a 100% interest in the SB Property, the Company was required to incur exploration expenditures totaling $100,000 on or before August 11, 2015 (completed). The Company was also required to make cash payments to the vendors of British Columbiathe Option of $10,000 upon receipt of the Technical Report (paid), $15,000 at the time of Exchange approval (paid) and their future impact$10,000 on the property’s access, titlefirst anniversary of Exchange approval (paid). Additionally, the Company had to issue 500,000 shares (200,000 upon Exchange approval (issued) and 300,000 on or before the rightsecond anniversary (issued).

During the year ended November 30, 2018, the Company sold its entire interest in the SB Property for a cash payment of $15,000, incurring a loss on the disposition of exploration and ability to perform work remain unknown.

The SB Project consistsevaluation assets of $156,012. With the business acquisition and the sale of the following mineral claims:

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

The SB property lies 25 kilometres west of Merritt, British Columbia. The claims are readily accessible west from Merritt on Provincial Highway 8 to Spius Creek Road and then via the Spius Creek Road to the Nuaitch Creek Road which traverses the property.

The topography is moderately steep, lying between 490 metres and 1620 meters above sea level (ASL). There are cliffs and long ridges of outcrop throughout the property. The major drainage is Nuaitch Creek through the centre of the property. Limited areas in the northwest have been logged, while the remaining property consists of open stands of fir and pine. The southern portion of the property is accessible from Nuaitch Creek Road and the northwest corner is accessible from Manning Creek Road.

In this part of the province the climate is typical for the southern interior of British Columbia. Summers are generally warm and dry and winters are cold with significant snow accumulations. Temperatures can dip to minus 20 Celsius for extended periods. Depending upon the type of exploration, the field season generally runs from late April to early November.

This is a preliminary grass roots exploration project. The sufficiency of surface rights for mining operations and the availability and sources of power, water and mining personnel have not yet been considered. Potential tailings storage and waste disposal areas, heap leach pad areas and potential processing plant sites have not yet been investigated.

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History

The SB property lies within the Spences Bridge Gold Belt (“SBGB”), a northwest trending belt of Cretaceous volcanics of island arc affinity, in south central British Columbia. The SBGB stretches from Princeton northwestward to Lillooet with smaller outliers continuing further northwestward to Gang Ranch.

The SBGB has been continuously explored since the initial discovery of low sulphidation epithermal precious metal mineralization in 2000. A staking rush in the mid 2000’s resulted in several regional exploration programs by Almaden Minerals Ltd., Consolidated Spire Ventures Ltd., Strongbow Exploration Inc., Tanqueray Resources Ltd. and Appleton Exploration Inc. Most of these companies are now concentrating on key mineralized areas, dropping much of the peripheral ground.

There have been two exploration programs completed on the present SB claims, before the 2012 exploration program completed by MGM Resources Corp. which is further described below – see “Information Concerning the SB Project - Exploration”. Both of the earlier programs were orientated towards the search for low sulphidation epithermal gold deposits in the Spences Bridge Group.

Midland Recording Ltd. completed a program of preliminary rock and stream sediment sampling on their Southern Belle property in 2005 (Henneberry, 2006). This program concentrated on the northern tributaries of Nuaitch Creek and consisted of 12 stream sediment samples and 13 rock samples. Two of the stream sediments samples returned values of 70 ppb Au and 90 ppb Au respectively ,the remaining silts reported assays ranging from <5 to 15 ppb gold, none of the silt sampled reported anomalous arsenic or antimony values. The rock sample results ranged from <5 to 30 ppb gold, the latter was a composite grab of quartz vein float. There were no arsenic anomalies with the rock samples; only two samples reported values exceeding the analytical detection limit with a high of 10 ppm arsenic.. A total of $11,793.10 was recorded as assessment work with the British Columbia Ministry of Energy, Mines and Petroleum Resources for this program.

Strongbow Exploration Inc. completed limited rock sampling, stream sediment sampling and a widely spaced soil grid on the Southern Belle property optioned from Midland Recording Ltd. in 2006 (Stewart and Gale, 2006). This program also covered other claims outside the current Southern Belle property, called the Silk and Manning properties. The entire Strongbow program cost $91,950 and included the collection of 84 silt samples, 388 soil samples and 81 rock samples, the vast majority of work was completed on the Southern Belle property. This program located an area of weakly to moderately strong gold-in-soil values on the ridge to the south of Nuaitch Creek. This area was never followed up and is a high priority target. The best result from the soil sampling program was a high of 61 ppb gold that was close to the anomalous silt samples outlined by the 2005 Midland program. There are no known historical or current mineral resource or mineral reserve estimates on the SB property nor has there been any recorded production.

Geology Setting

The Spences Bridge Gold Belt lies within the Intermontane Tectonic Belt of Central British Columbia, proximal to its western boundary with the Coast Plutonic Belt. The Intermontane Beltis a region of relatively low topographic and structural relief, while the Coast Plutonic Belt is a region of high topographic and structural relief.

The two primary belts are further divided into nine lithographic terranes in the map area: Coast Complex, Harrison, Cadwallader, Bridge River, Shuksan, Methow, Stikinia, Cache Creek and Quesnellia, respectively from west to east. Each terrane is bounded by major faults.

The Harrison and Coast Complex terranes are not directly relevant to the Spences Bridge Group and its mineralization.

The Cadwallader Terrane lies to the west of the northern outliers of the Spences Bridge Group. It comprises a series of Cretaceous clastic sediments and the Powell River Group volcaniclastics. The Bridge River Terrane consists of Mississippian to middle Jurassic marine sedimentary and volcanic rocks. The Shuksan Terrane consists primarily of Cretaceous intrusives and high grade metamorphic rocks.

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The Methow Terrane forms much of the boundary between the two belts. It comprises sequences of Jurassic through to Cretaceous, predominantly fine grained, clastic sediments.

The south end of the Stikinia Terrane includes Cretaceous clastic sediments and a series of Jurassic through to Cretaceous intrusives.

The geology of the Cache Creek Terrane is complex with units ranging in age from Pennsylvanian to middle Jurassic. The rocks include a mélange of Permian to Pennsylvanian carbonates with minor clastic sediments and volcanics in the eastern and central sections and a series of Permian to middle Jurassic clastic sediments with minor carbonates and volcaniclastics to the west.

The Quesnellia Terrane consists primarily of the upper Triassic Nicola Group clastic sediments, and volcanic rocks with associated late Triassic - early Jurassic intrusions. The most important is the Guichon Creek Batholith, which hosts the Highland Valley copper deposits.

The Methow, Stikinia, Cache Creek and Quesnellia Terranes are covered by Cretaceous and/or Tertiary sedimentary and volcanic overlap assemblages. These include Miocene - Pliocene plateau basalts and coarse clastic sediments of the Chilcotin Group, Eocene to Oligocene volcanics and Eocene basalt and andesite, local rhyolite, breccia, tuff and sandstone thought to be related to the Kamloops Group. Spences Bridge Group flows and volcaniclastics occur as a series of outliers though the lower end of the Stikinia Terrane in the north and as a large belt within the Quesnellia Terrane inthe south.

The middle to upper Cretaceous Spences Bridge Group has recently been identified as a significant target for epithermal precious metal mineralization. This group forms a northwest trending volcanic belt consisting of a thick sequence of gently folded volcanics with lesser sediments dipping shallowly to the northeast. Rocks of the Spences Bridge Group are believed to have formed as a chain of stratovolcanoes associated with subsiding, fault-bounded basins (Thorkelson, 1985).

Glacial drift and alluvium deposits were deposited in creek and river valleys by south moving Pleistocene glaciers.

Geology of the Spences Bridge Group

The Spences Bridge Group forms a northwest trending belt from 3 to 24 kilometres wide extending from north of Princeton through to east of Lillooet. (Duffel and McTaggart, 1952). A faulted extension of the belt occurs as a series of outliers in the Churn Creek / Empire Valley area west of 100 Mile House (Thorkelson, 2006). The group is estimated to be up to 3,400 metres in thickness. (Thorkelson, 2006). The Spences Bridge Group consists of two formations: the Pimainus Formation and the overlying Spius Formation. The Pimainus Formation consist mainly of subaerial flows and pyroclastic volcanic strata interbedded with minor sedimentary intervals containing sandstone and conglomerate. The overlying Spius Formation consists is characterized by a thick succession of andesite flows. These flows vary from aphanitic with or without sparse pyroxene phenocrysts to amygdaloidal. In some places, the contact is conformable and hard to identify, while in others, lacustrine beds separate the two formations. (Thorkelson, 2006).

The Spences Bridge Group is preserved in the Nicoamen structural depression, a complex synclinorium crosscut by normal faults. It may have been forming at the same time as the Spences Bridge Group. Presently, the Spius Formation is largely confined to the centre of the structural depression but appears to be the relic of an extensive shield volcano with a few cinder cones. (Thorkelson, 2006).

Structurally, the Spences Bridge Group is generally gently folded, with dips from 10^o to 40^o. Individual flows and beds do not appear to be widespread. There appears to be some faulting within the group but the lack of marker horizons makes measurement of any displacement difficult. (Duffel and McTaggart, 1952).

SB Project Geology

The SB property was mapped during the Strongbow 2006 exploration program (Stewart and Gale, 2006). The following is a summary of the mapping program.

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The dominant rock type found on the property is thick stacks of basalt lava flows and associated dikes and breccias of the Spences Bridge Group Spius formation. Sedimentary rocks associated with the Spius formation overlie an unconformity at the base of this formation, through the area, but not on the present SB property. This unconformity separates Spius formation rocks from the underlying Pimainus formation volcanic rocks which are also only exposed on the northeast corner of the property. There is one undated intrusions on the eastern boundaryinterest of the SB property.

The Spius formation provide a thick, extensive and continuous cover overProperty, the more varied Pimainus formation pyroclastic sequences. The Spius formation inCompany no longer pursues the area comprises massive to stacked coherent flows of weakly porphyritic to aphanitic, black to red andesite and basalt. The more massive flows observed may be hornblende or plagioclase porphyritic. Deposits are generally amygdaloidal, can be flow banded and rarely show pipe vesicles. Rare tuffaceous interbeds include hematite-rich, oxidized ash and scoria-lapilli tuff. Amygdaloidal dikes intrude along vertical fractures through the resistive lava flows, but may flow laterally along unconsolidated tuff layers forming diffuse frothy appearing sills.

In the general area, sedimentary rocks representing the contact between the underlying Pimainus formation intermediate volcaniclastic rocks and overlying mafic flow dominated Spius formation of the Spences Bridge group have been mapped. These sediments are interpreted to be an interformational unit overlying the unconformity at the top of the Pimainus formation. This unit is characterized locally by quartz-plagioclase rich wackestone, and interbedded conglomerate and reworked ash tuff layers. Sandstone and wackestone units are fresh and unaltered but strongly indurated with unidirectional crossbeds.

The Pimainus formation underlies the northeast corner of the SB property. These rocks are monomictic to heterolithic intermediate block and ash flow tuffs. The biotite or hornblende phyric units maybe normally graded and show distinct flow boundaries. At some localities this unit preserves organic fragments, mainly wood fragments, incorporated into pyroclastic flows. Interbedded with the coarse grained flows are interbedded fine ash layers, some of which are interpreted as ash surge beds.

On the eastern boundary of the SB property, there is an extremely fresh, fine-grained felsic porphyry intrusion outcropping on steep south facing ridges. This porphyry is white and very finely quartz-plagioclase-biotite porphyritic. Patches of vesicles suggest this is either a very shallow intrusion or may be locally extrusive. Government mapping places this unit as Eocene in age, although the source of this date is presumed to derive from regional comparisons with intrusions of similar character.

Hydrothermal alteration of the Spius formation on the SB property is not regionally pervasive although there is local propylitic, carbonate and silica alteration. This lack of alteration is very distinct from occurrences of the underlying Pimainus formation of the Spences Bridge group which appear to be pervasively silicified on a regional scale. Chalcedonic amygdule and vug filling is common (occurrences of “thunder eggs”) as well as associated cockscomb texture quartz vugs and veins. White to pink fibrous zeolite veinlets are common in the area and likely emanate from the many feeders dikes associated with the mafic flows. Celadonite is another alteration phase that is abundant, although not uniformly, across the area. It tends to occur with or near chlorite altered areas. Celadonite exists as fracture coatings, amygdule and vug linings with quartz and/or carbonate.

One alteration which is regional in the Spius formation is pervasive hematite in massive flows and particularly in pyroclastic interbeds. This alteration accentuates the distinctly layered appearance of stacked flows as more permeable and thus more oxidized layers between coherent flows are hematite rich. Much of the regional hematite appears to be general diagenetic ation of mafic flows. As well there is a distinct hematite +/- clay alteration overprint where amygdaloidal subvolcanic dikes and sills intrude into and along the basalt flows and tuffaceous horizons. The combination of hematite-clay alteration can diffuse the boundaries between intruding sills and host such that they are indistinguishable.

Areas of local hydrothermal brecciation and alteration in the Spius formation may have up to 40% epidote and lesser hematite. There are several NE trending structures that are locally altered. For example on the SB property there is a local area of silicification and intense propylitic alteration along a NE trending structural and dike corridor. At the core of this alteration is a series of intense blue-green chalcedonic veins and vug fillings. While local silt and stream sediment geochemistry has returned anomalous gold and multi-element values, the rocks have not yet provided positive results.

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Topographic features including creek drainage patterns suggest that there may be northwest-southeast and north-south trending structural features present on the property. This is supported by government aeromagnetic surveys. Structural control is a common feature of low-sulphidation precious metals deposits.

Mineralization

The exploration target for the SB property is a low sulphidation epithermal precious metal deposit. Bedrock mineralization has yet to be found on the SB property. The exploration completed to date consists of soil and silt geochemical surveys along with preliminary rock sampling, prospecting and mapping.

The prior exploration programs of silt sampling and reconnaissance soil sampling (Henneberry, 2006; Stewart and Gale, 2006) identified three areas for follow up exploration:

The 2012 program tested the Target 1 and Target 2 areas, as well as the strike projection of the PV and NIC zones from the Prospect Valley property contiguous to the south. Three continuous to semi-continuous gold-in-soil anomalies were identified as shown on Figure 3:

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Exploration

2012 Exploration Program by MGM Resources Corp.

We did not complete any material exploration on the SB Project property prior to November 2014 and do not currently have any detailed plans for further exploration of the property. This section describes the May 2012 MGM Resources Corp. program, the last exploration completed on the property before our November 2014 exploration program. A total of 8 rocks and 1223 grid soil samples were taken from 1245 soil samples sites.

2012 rock samples from 1 to 3 kilograms for float samples and 2.5 to 8 kilograms for bedrock chip samples were collected. Float samples consisted of chips taken from one or two larger cobbles, or of several smaller fragments collected from an area of a few square metres. Individual samples were placed in labeled plastic bags, with an assay ticket also placed in the same bag. The sample locations were marked in the field with pink flagging and labeled Tyvex tags. UTM coordinates, in the map datum NAD 83, were recorded with a handheld Global Positioning System (GPS) unit.

The soil grid was laid over the bottom section of the property to cover Target 1 and Target 2 from the earlier exploration and also to test for the strike projections of the PV Zone and the NIC zone from the contiguous Prospect Valley property to the south. Several areas of the grid were inaccessible due to massive cliffs, as indicated by the topography, so the grid is not a perfect rectangle. It consisted of 50 metre spaced samples along 200 metre spaced lines. Each soil line was flagged and sampled at 50 metre intervals along the line measured with a hip chain. Soil bags and flagging were pre-numbered the day before. At each sample location a 500 to 1000 gram sample of the soil from the “B” horizon was taken and placed in the corresponding soil bag. Each sample location was marked as a waypoint in a GPS unit in the map datum NAD 83. The data was downloaded nightly to computers.

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The lithologies documented on the SB property include: volcaniclastics, flow breccias, ash fall tuffs and andesitic flows of the Spences Bridge Group. There has not yet been bedrock mineralization located on the PC property. The exploration target is low sulphidation epithermal precious metal mineralization which can be confined to quartz veins or fault zones, though it may be disseminated throughout porous units.

Three semi-continuous to continuous linear anomalies were identified. The NW trending anomaly spans a distance in excess of 800 metres. It is open to the northwest and the strongest values appear on the northernmost line. If this anomaly continues to the NW, it may be the source of the gold in silt anomaly from Manning Creek.

A second anomaly represents the possible strike projection of the PV zone from the Prospect Valley property to the south. It is semi-continuous through most of its length, a distance of 1,600 metres. This anomaly may explain the anomalous silt samples taken from the south flowing tributaries of Nuaitch Creek within Target 2.

A third anomaly represents the possible strike projection of the NIC zone from the Prospect Valley property to the south. It is semi-continuous through its length, a distance of 1,400 metres.

There is no correlation between gold and arsenic for Anomaly A and Anomaly B. Anomaly C shows a strong correlation between gold and arsenic.

A total of eight rock samples were taken during the program. Seven of the eight samples returned background gold values, while the eighth returned a value of 0.8 ppm Au.

Sampling and Analysis and Security of Samples

This section will describe the May 2012 MGM Resources Corp. program. Information regarding our subsequent November 2014 exploration program appears below under the heading “Recent Exploration”. At the end of the field day, all soil samples were brought back to town. They were put in sequence and placed 12 to 15 in a 13 by 18 poly bag. Three poly bags were then placed in a rice bag. One standard, sealed in a Ziploc bag, was also placed in the rice bag. The bag was then zap strapped and shipped in groups of 10 to 20 rice bags to Acme Analytical Laboratories Ltd. in Vancouver, British Columbia by Mammoth Geological Ltd. (the geological contractor) personnel or by Greyhound Bus from Merritt. Rock samples were handled similarly, though only 10 to 12 samples were placed in the rice bags. Since these were preliminary surveys no sample splitting or reduction was necessary. The rice bags were stored in the motel rooms of Mammoth Geological Ltd. personnel until there were a sufficient number to make a shipment to the lab. Mammoth Geological Ltd. is independent of MGM Resources Corp. and also independent of the property vendor Eastland Management Ltd.

All samples from the 2012 exploration program were analyzed at Acme Analytical Laboratories Ltd. in Vancouver, an ISO 9001 certified lab. The sample preparation procedures follow. Silt and soil samples are first dried at 60^oC and sieved at -80 mesh to obtain a 100 gram pulp. Depending on the amount of -80 mesh material obtained, a 7.5, 15^{or 30 gram sub-sample is cut and leached with 90ml or 180ml of 2-2-2 HCl-HNO}3^-H2^{O solution at 95oC for one}hour, followed by dilution to 300ml or 600ml and 36 element ICP-MS.

Rock samples are crushed to 70% passing through a 10 mesh screen. A 250 gram split is pulverized to 95% passing through a 150 mesh screen. A 30gm sub-sample of the pulverized pulp is leached with 90ml or 180ml of 2-2-2 HCl-^HNO3^-H2^{O solution at 95oC for one hour, followed by dilution to 300ml or 600ml and 36 element ICP-MS.}

The exploration programs completed by MGM Resources Corp. are preliminary surveys. The quality control procedures employed included duplicates and standards supplied by CDN Resources Laboratories Ltd. A total of 25 standards were employed at regular intervals throughout the sample stream. The CDN standards performed poorly for gold with only three of the 13 analyses within the range for Standard CDN-GS-7PE, and six of 12 analyses within the range for Standard CDN-ME-111 as shown in the table below. The copper analyses for CDN-ME-1101 performed poorly with only three of 12 analyses reporting within the range, but that may be a function of the analytical technique. The poor CDN performance is not significant at this stage of the exploration program. The assaying technique for certifying the CDN gold standard is 30 gram fire assay. Fire assaying is the quantitative determination in which a metal or metals are separated from impurities by fusion processes and weighed in order to determine the amount present in the original sample. The assaying technique for the 36 element ICP-MS analysis is aqua regia digestion (separation of metals from impurities by dissolution in acid), which may or may not be complete, of a 0.5 gram sample. The difference in volume of sample tested, 30 grams versus 0.5 grams, along with potential incomplete digestion can easily account for discrepancy in the values reported for the standards.

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Summary of Standard Performance

The exploration program completed by MGM Resource Corp. was a preliminary, early-stage exploration survey. The quality control procedures employed included duplicates and standards supplied by CDN Resources Laboratories Ltd. The CDN standards did not perform well for either copper or gold, which may be a function of the analytical techniques.

Drilling

There has not been any drilling completed on the SB Project.

Recent Exploration

In November 2014, the Company completed the 2014 exploration program which consisted of 1,083 grid soil samples over the western half of the property, completing coverage 200 metre by 50 metre coverage of the accessible portion of the claim block and bringing the total soil samples to 2,330, including an earlier 2011 program.

The soil sampling program identified three linear gold-in-soil anomalies and one gold-in-soil cluster anomaly:

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A program of detailed grid soil sampling and deep Induced Polarization surveying over the 3 linear anomalies has been recommended to test the full strike extent of the anomalies for zones of quartz veining and accompanying precious metal mineralization in advance of diamond drilling.

Regulation of Mineral Exploration in British Columbia

General

The Mines and Mineral Resources Division (MMD) of the Ministry of Energy and Mines (MEM) regulates the approval, development and reclamation of all mines in British Columbia under the authority of the province’s Mines Act (1996) and its associated regulations, and all other applicable Federal and Provincial laws. Any future exploration will require licenses and permits from various governmental and nongovernmental authorities, and may require permission of surface title holders for access to conduct exploration and/or extraction. As of the date of this registration statement, we have filed and received approval of a Notice of Work and Reclamation from the Ministry of Mines as required by Section 10 of theMines Act (British Columbia) for implementation of the exploration program recommended by the Technical Report. We will be required to obtain, at the appropriate time, all necessary renewals or amendments to such permits to carry on with future exploration. Such licenses and permits are subject to change in regulations and in various operating circumstances. Surface access rights may be impeded by surface rights owners and severe weather conditions. In addition, progression from exploration to the development and mining stages requires conversion of mineral claims to a mining lease and posting of a reclamation bond. There can be no assurance that we will be able to maintain, renew or obtain all necessary licenses, leases, permits or approvals required to carry out exploration, development and mining operations on any of our projects.properties.

Permitting

Under Section 10 of the Mines Act, before any mine operation can commence, a Mines Act permit must be obtained from the MMD with appropriate reclamation security paid in full in accordance with the Health, Safety and Reclamation Code for Mines in British Columbia (HSRC)1 2003. Section 10 is subject to limited exceptions for certain activities applicable primarily to producing mines and which are deemed authorized by the MMD. In all other instances, proponents who wish to conduct mining-related activities that involve mechanized disturbance or electrical surveys (such as induced polarization surveys) must first submit a Notice of Work (NoW) application. NoW applications enable inspectors of mines to make decisions on and determine conditions of permits issued pursuant to section 10 of the Mines Act. A NoW application must include a plan(s) outlining the details of the proposed work and a program for the protection and reclamation of the land, watercourses and cultural heritage resources which may be affected by the proposed activities. Other details, such as maps and tenure information, are also required. Depending on the nature of the proposed program, additional information may be required to supplement NoW applications; proponents will be advised of the aforementioned in the response letter from the inspector. In 2015, processing time for determinations by the MMD regarding a NoW application is 60 days or less. British Columbia adopted permit fees effective April, 2015 applicable to major mines; these fees do not apply to the exploration sector.

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Annual Reporting

Mines Act permit holders are additionally required to prepare and file with the MMD annual summaries of exploration activities and reclamation reports outlining all exploration or reclamation work and research undertaken in the previous year as well as reclamation plans for the following five years.

Reclamation

Legislation requires all mining operations to carry out a program of environmental protection and reclamation to ensure that upon termination of mining, land, watercourses and cultural heritage resources will be returned to a safe and environmentally sound state and to an acceptable end land use. MMD is responsible for issuing and administering Mines Act permits. Before the commencement of any work in or about a mine, the owner, agent, manager or person acting on behalf of the company must hold a permit issued by the Chief Inspector of Mines (pursuant to Section 10 of the Mines Act).

MMD seeks to provide reasonable assurance that the Province will not have to contribute to the costs of reclamation if a mining company defaults on its reclamation obligations. As a condition of Mines Act permits, the permittee must post financial security in an amount and form acceptable to the Chief Inspector of Mines. This security is held by the government until the Chief Inspector is satisfied that all reclamation requirements for the operation have been fulfilled. Every mine site has unique management requirements and operational constraints; thus, the assessment of financial security is done on a site-specific basis. The security is set at a level that reflects all outstanding reclamation and closure obligations. For example, mines that require long-term drainage treatment for metal leaching and/or acid rock drainage require full security to cover outstanding liability and ongoing management. Term deposits and bonds may be held in a Safekeeping Agreement where the interest accrues on the deposit. In some cases, funds may be deposited to the Mine Reclamation Fund (pursuant to Section 12 of the Mines Act) or within a Qualified Environmental Trust. These funds allow interest to accrue to the credit of the account.

The Chief Inspector of Mines accepts the following forms of reclamation security: cash, certified cheques, bank drafts, term deposits (i.e., GICs), Government of Canada bonds and irrevocable standby letters of credit (ISLOCs).

For ISLOCs, confirmation is provided by the client’s financial institution that sufficient funds exist and will be kept available by the financial institution to meet MEMPR's requirements.

Reclamation securities can only be released by the authority of the Chief Inspector of Mines.

Assessment of Reclamation Costs

Differing and justifiable answers exist for costing questions posed on any given site, and in the absence of a detailed plan of exploration for our property, we are unable to predict reclamation costs regarding any future work at this time. At start of mining, (construction of roads and clearing of plant site, pit and dump areas), the rate of surface disturbance is high. However, the unit cost of reclaiming this type of work is relatively low (usually in the order of CAD$1500 per ha). Reclamation costs would be anticipated to increase with the frequency of surface disturbance, infrastructure development and waste production over the course of the life of a mine.

Environmental Assessment

In British Columbia, any proposed new mine and most major expansions of existing mines that meet or exceed the thresholds described in "Mine Project Thresholds for BCEAA" must undergo a formal review under the B.C. Environmental Assessment Act. Mines with 75,000 tonnes of mineral ore production per year, or existing reviewable-scale mines with either 50% or more increase in area of mining disturbance, or 750 ha or more new disturbance trigger the formal review requirements. The proponent must obtain an Environmental Assessment (EA) Certificate from the Environmental Assessment Office before being issued a Mines Act permit.

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Consulting with First Nations and other Stakeholders

Before issuing authorizations for any mining activity, the MEM has a legal duty to consult, and if necessary, accommodate First Nations with asserted, yet unresolved, aboriginal interests in a proposed project area. The scope of this duty to consult and accommodate is case specific. First Nations are invited to participate in proposed project review on a project-specific basis; however, should a First Nation choose not to participate, the Ministry must undertake other efforts to fulfill its duty to consult.

Our SB Project Property does not overlap any Indian reserves, National or Provincial parks, ecological reserves, protected area, conservancy areas, recreation areas, wildlife management areas, private lots or crown leases, All tenures are on crown land are legally accessible. However, the SB property lies within the traditional territory of the Nlaka’pamux First Nation. Land claims have not been settled in this part of British Columbia and their future impact on the property’s access, title or the right and ability to perform work remain unknown. To date the Nlaka’pamux First Nation has not declared any objection in relation to the activities on the SB Project property.

ITEM 4A.      UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.       OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item 5.        Operating and Financial Review and Prospects

The following discussion and analysis of our financial condition and results of operations for the fiscal year ended November 30, 20172018 should be read in conjunction with our financial statements and related notes included in this annual report in accordance with "Item 8 – Financial Information"). Our financial statements for the fiscal year ended November 30, 20172018 were prepared in accordance with IFRS and are expressed in Canadian Dollars.

Year Ended November 30, 20172018

During the year ended November 30, 2017,2018, the Company had a comprehensive loss of $115,989$986,901 compared to a comprehensive loss of $108,087 of$115,989 from the year ended November 30, 2016. 2017.

During the yearsyear ended November 30, 20172018 and 2016,2017, the Company’s expenses by category consisted of: professionalbusiness development of $11,326 (2017 - $Nil), accounting fees of $91,853 (2016$66,463 (2017 - $53,328)$19,920), consulting fees of $187,015 (2017 - $14,742), general office expenses of $2,979 (2016$46,466 (2017 – $1,208)$2,979), rent expensesinsurance fees of $2,500 (2016$9,500 (2017 - $Nil), andlegal fees of $166,124 (2017 - $43,691), management fees of $71,842 (2017 - $13,500), rent of $30,000 (2017 - $2,500), transfer agent and filing fees of $19,027 (2016$71,076 (2017 - $54,451)$19,027), and Wages, salaries and benefits of $21,843 (2017 - $Nil).

The increase in net loss in the year ended November 30, 20172018 compared with the year ended November 30, 20162017 was primarily due to thesignificant increases in consulting fees, incurred forlegal fees, accounting fees, and transfer agent and filing fees associated with the due diligence, administration, filing and compliance related expenses of the LOI with WMC. WMC and the acquisition of Plymouth Rock USA, and the non-brokered private placement closed on May 18, 2018. Business development costs and general office expenses increased as a result of increased activities associated with the due diligence and administration costs pursuant to new agreements and private placements. Rent expenses also increased for the Company’s occupancy in Canada and the US.

Interest income earned for the yearsyear ended November 30, 20172018 was $370$8,630 compared to $900$370 during the year ended November 30, 2016.2017. The decreaseincrease in interest income was primarily due to the reductionincrease of funds in the Company’s short-term investment account.bank accounts.

Liquidity and Capital Resources

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

At November 30, 2017,2018, the Company had $589,850$2,811,971 in current assets (November 30, 20162017 - $101,443)$589,850) and $51,171$166,941 in accounts payables and accruedcurrent liabilities (November 30, 20162017 - $15,525)$51,171) for a working capital position of $538,679$2,645,030 compared to a working capital position of $85,918$538,679 as at November 30, 2016.2017.

Current assets at November 30, 20172018 were represented by cash of $96,152$2,743,694 (November 30, 20162017 - $10,276)$96,152), prepaid expenses of $49,891 (November 30, 2017 - $40,375), subscription receivable of $428,000 (November 30, 2016 - $Nil), a short-term investment balance of $Nil (November 30, 20162017 - $90,000)$428,000), prepaid expensesdue from related parties of $40,375$7,400 (November 30, 20162017 - $Nil)$18,750), and sales tax receivable balance of $6,573$10,986 (November 30, 20162017 - $1,167)$6,573). Current liabilities were comprised of $36,671$112,757 in accounts payable (November 30, 2016 - $525) and $14,500 in accrued liabilities (November 30, 20162017- $51,171), loan payable of $51,184 (November 30, 2017 - $15,000)$Nil), and due to related parties of $3,000 (November 30, 2017 - $Nil).

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At November 30, 2017,2018, the Company had a share capital balance of $1,218,766$5,311,034 (November 30, 20162017 - $633,109)$1,218,766) and an accumulated deficit of $615,184$1,602,085 (November 30, 20162017 - $499,195)$615,184).

Financing of operations has been achieved solely by equity financing. As the Company will not generate funds from operations for the foreseeable future, the Company is primarily reliant upon the sale of equity securities in order to fund future operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis. The Company’s ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing.

Detailed discussions related to the Company’s cash flows during the yearsyear ended November 30, 20172018

Cash balances increased by $85,876$2,647,542 during the year ended November 30, 20172018 (November 30, 20162017 – $90)$85,876).

During the year ended November 30, 2017,2018, cash used in operating activities was $126,124$663,765 compared to cash used in operating activities of $125,016$126,124 during the year ended November 30, 2016.2017. The increase in cash used in operating activities is primarily attributed to higherincreased expenditures on consulting fees, professional fees and legaltransfer agent and filing fees forassociated with the LOIletter of intent with WMC, announced during the 4th quarter ended November 30, 2017business acquisition of Plymouth Rock USA, the development costs of technologies, and subsequentlythe non-brokered private placement closed on December 1, 2017.May 18, 2018.

Cash provided by investing activities during the year ended November 30, 20172018 was $90,000 compared to$62,467 (2017 - $90,000). The increase in cash provided by investing activitiesin 2018 was due to the proceeds of $125,106 during the year ended November 30, 2016. The cash provided by investing activities was primarily attributed to additional funds transferred fromdisposition of the Company’s short-term investment.SB property.

Cash provided by financing activities during the year ended November 30, 20172018 was $3,248,840 compared to cash provided by financing activities of $122,000 (2016 - $Nil).during the year ended November 30, 2017. The increase in cash provided by financing activities was a result of the net proceeds from issuance of common shares of the Company from the private placement announced during the 4th quarter ended November 30, 2017. As at November 30, 2017, the Company had subscription receivable balance of $428,000 from investors.

Detailed discussions related to the Company’s cash flowsand options and warrants exercised during the year ended November 30, 2016

Cash balances increased by $90 during the year ended November 30, 2016 (November 30, 2015 – decreased by $42,673)2018. The Company also received $50,000 loan bearing annual interest rate of 12%.

During the year ended November 30, 2016, cash used in operating activities was $125,016 compared to cash used in operating activities of $122,567 during the year ended November 30, 2015.

The increase in cash used in operating activities is primarily due to expenditures associated with the Canadian Securities Exchange listing compliance incurred during the year ended November 30, 2016. Other than this, the overall cash used in operating activities decreased, attributed to lower expenditures on professional fees and management’s efforts to conserve cash and incur only necessary compliance and operational expenses.

Cash provided by investing activities during the year ended November 30, 2016 was $125,106 compared to cash provided by investing activities of $79,894 during the year ended November 30, 2015. The increase in cash provided by investing activities is primarily attributed to additional fund transfers from the Company’s short-term investment.

Not applicable.

Other than as disclosed elsewhere in this registration statement and specifically in “Item 4.B. Business Overview,” we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

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We do not have any off-balance sheets arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resource that is material to investors.

E.      Tabular Disclosure of Contractual Obligations

In November 2018, Plymouth Rock USA entered into two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2020. The minimum base rent is US$2,917 for the period from December 1, 2018 to November 30, 2019 and US$3,005 from December 1, 2019 to November 30, 2020. We do not have any other contractual obligations as of November 30, 20172018 relating to long-term debt obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our latest balance sheet as at November 30, 2017:2018.

Not applicable.

ITEM 6.        DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.      Directors and senior management

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Vivian Katsuris – Dana Wheeler—President, Chief Executive Officer, Director

Dana Wheeler is a customer focused executive with over 35 years of experience in hands-on leadership and engineering roles including CEO, COO, and VP of Engineering. His extensive background includes helping technology start-ups and growth companies launch/establish engineering operations, raise capital, and develop products specialties. In 2009 he co-founded Radio Physics Solutions Inc., a threat detection technology company where he served as president until 2016. From 1997 to 2008, he served as Chief Operating Officer of Terabeam-HXI, a wireless data equipment company. Currently, in addition to his role at Plymouth Rock, he is the principal of Wheeler Engineering Services, a firm prodiving engineering and business consulting services to the Microwave and Millimeter-Wave industry. Mr. Wheeler holds a Bachelor of Science in Electronics Engineering Technology from the University of Massachusetts Dartmouth.

Zara Kanji—Chief Financial Officer

Zara Kanji, CPA, CGA, has been Chief Financial Officer of our company since January 15, 2018.

Ms. Kanji, is a Member of the Chartered Professional Accountants of British Columbia and Canada and the owner of Zara Kanji & Associates, CPA, an accounting, tax and management consulting firm she founded in 2003. She holds a Bachelors of Technology in Accounting (honors) and a Diploma in Corporate Finance (Honors) from the British Columbia Institute of Technology. She is experienced in financial reporting compliance for junior listed companies, and has served as a director and officer for several public companies listed in Canada. She currently serves as Chief Financial Officer, Secretary, and Director of Xander Resources Inc. (TSXV-XND), and as Chief Financial Officer, of Megastar Development Corp. (TSXV-MDV).

Vivian Katsuris –Secretary, Director

Ms. Katsuris was appointed Chief Financial Officer and Secretary on August 11, 2014. On November 20, 2017 she resigned as CFO and was appointed President, Chief Executive Officer, and as a Director. On October 31, 2018, she resigned as President, CEO, but remained Secretary.

Ms. Katsuris has over 2327 years of experience in the brokerage industry, the North American capital markets & public financings. She was an Investment Advisor at Global Securities Corporation from 2003 to 2013 and worked at Canaccord Capital Corp. (Canada and US divisions) from 1993 to 2003. Ms. Katsuris has served on the board as an officer and director of Universal Ventures Inc (TSX-UN) and Plate Resources Inc (TSX-PLR) and also current serves as a director of Universal Ventures Inc.Kapa Capital Inc.

Ioannis Tsitos – Director

Mr. Tsitos has been a director of our company since August 11, 2014.

Mr. Tsitos has over 28 years’ experience in the mining industry, having spent 19 years with BHP Billiton Group. He has lived and worked in South Africa, Ecuador, Greece and the United Kingdom, and has been working in Canada since 2000. Originally a physicist-geophysicist, he left BHP Billiton in December 2007, where he had the title of New Business Manager for Mineral Exploration. He holds a B.Sc. degree in Physics from the University of Athens and a Master’s degree in Applied Geophysics and Geology from the University of Birmingham, U.K. In addition, he has done management and finance studies as part of an MBA program with Herriot Watt University, Edinburgh. Mr. Tsitos brings to the Company a wealth of knowledge and extensive experience in the mining sector focused on exploration and development for a wide spectrum of commodities, from gold, base metals, nickel and diamonds to bulk minerals such as bauxite, coal and iron ore. He has done business in 32 countries. He has been instrumental in the identification, negotiation and execution of more than 50 exploration and mining agreements with juniors, majors, as well as with state exploration and mining companies. He is currently a director of Goldsource Mines Inc., First Bauxite Corporation and Kensington Court Ventures Inc. (TSXV-KAPA.P).

Jeremy Poirier – Director

Mr. Poirier has been a director of our company since December 22, 2017.

Jeremy Poirier is the President, Chief Executive Officer, and a Director of Bearing Lithium Corp., (TSXV-BRZ; OTCQB-BRGRF) a Vancouver and Chile based mineral exploration company. Since 2004, he has served as President of Nico Consulting, a management and consulting services firm which provides a range of investor awareness and advisory services for both public and private companies. Mr. Poirier has over 12 years of experience in the capital markets, built a strong network of investor and industry contacts, served on a number of boards, and held senior officer positions at several public and private companies. Through his network and market expertise Mr. Poirier has facilitated capital raising efforts as well as successful asset acquisition and corporate development undertakings. Most recently, Mr. Poirier was a co-founder of Pure Energy Minerals Limited (TSXV:PE) and served as a Director from December 2013 to September 2016, in addition to holding a senior management role. During his tenure with Pure Energy, he reviewed numerous lithium assets and fostered relationships with various partners throughout the supply chain. He also serves as a Member of Advisory Board at Nevada Energy Metals Inc. (TSXV:BFF) since April 2016.

Zara Kanji—Chief Financial OfficerAngelos Kostopoulos—Director

Zara Kanji, CPA, CGA,Angelos Kostopoulos, is a Registered Tax Return Preparer as designated by the Internal Revenue Service, and has been Chief Financial Officer of our companya tax adviser listed by the US Embassy in Athens since January 15, 2018.

Ms. Kanji,1992. Currently he is a Member of the Chartered Professional Accountants of British Columbia and Canada and the owner of Zara Kanjipartner at Nakou & Associates CPA, an accounting,Law Firm (Athens, Greece), and Strati & Partner (Tirana, Albania), where he advised clients on a wide range tax and management consulting firm she founded in 2003. She holds a Bachelors of Technology in Accounting (honors) and a Diploma in Corporate Finance (Honors) from the British Columbia Institute of Technology. She is experienced in financial reporting compliance for junior listed companies, andmatters. Since 2011 he has served as the president of Blue White Capital LLC a directorprivately held, climate-friendly project developer, integrator, principal and officer for several public companies listed in Canada. She currently serves as Chief Financial Officer, Secretary,boutique advisory firm. Mr. Kostopoulos holds a Bachelor of Arts (History) from Arizona State University, a Master of Arts (International Relations) from Indiana University Bloomington, a Master of Science (Military Science) from the Hellenic Army Supreme War College, and Directora Master of Xander Resources Inc. (TSXV-XND), and as Chief Financial Officer,Laws (International Business) from the University of Megastar Development Corp. (TSXV-MDV).Cumbria.

Family Relationships

There are no family relationships among any of our directors and senior management listed above.

During the years ended November 30, 20172018 and 2016,2017, our directors and officers received the following compensation:

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Our directors and our officers did not accrue or receive any other cash compensation, non-cash compensation, or benefits in kind for their services during the year ended November 30, 20172018 or 2016.2017.

Written Management Agreements

None of our officers provide their services pursuant to a written employment or management agreement.

Stock Option Plan

Pursuant to the policy of the TSX Venture Exchange, where our common shares were traded from August 13, 2014 until March 9, 2016, we were required to adopt a stock option plan prior to granting incentive stock options and, accordingly, we adopted a stock option plan on November 12, 2014. The purpose of our stock option plan is to attract and motivate directors, senior officers, employees, management company employees, consultants and others providing services to our company and its subsidiaries, and thereby advance our interests, by affording such persons with an opportunity to acquire an equity interest in our company through the issuance of stock options.

Our stock option plan is a "rolling" stock option plan permitting the grant of incentive stock options to purchase up to 10% of our Company's issued and outstanding common shares.

Our stock option plan has the following terms and conditions:

• 29stock options may be issued to directors, senior officers, employees, consultants, affiliates or subsidiaries or to employees of companies providing management or administrative services to the Company;

• the Board (or any committee delegated by the Board) in its sole discretion will determine the number of options to be granted, the optionees to receive the options, and term of expiry;

• the options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;

• options will be exercisable at a price which is not less than the Discounted Market Price (as defined by the TSXV policy 1.1);

• options granted to a person who is engaged in investor relations activities will expire within a maximum of 30 days after the optionee ceases to be employed and options granted to all other persons will expire within a reasonable period of time from the date the optionee ceases to hold his or her position or office;

• the number of Common Shares reserved for issuance to any one person pursuant to options granted during the previous 12 months shall not exceed 5% of the issued and outstanding Common Shares at the time of grant; and the number of options granted to consultants or persons performing investor relations activities will not exceed 2% unless the TSXV provides approval;

• the aggregate number of Common Shares which may be subject to issuance pursuant to options granted under our stock option plan shall not exceed the equivalent of 10% of the issued and outstanding Common Shares of the Company;

• options will not be issued unless fully paid and options granted will be fully vested on the date of grant; options granted to consultants providing investor relations services will be subject to vesting provisions as per the policies of the TSXV;

• every option granted under our stock option plan shall be evidenced by a written agreement between the Company and the optionee;

• any consolidation or subdivision of Common Shares will be reflected in an adjustment to the stock options;

• any reduction in exercise price of options granted to the Company's insiders will be subject to approval of disinterested shareholders of the Company.

Option-Based Awards

The following table sets forth the option based awards for each of directors and officers of the Company outstanding as at November 30, 2017.2018.

Notes:

Termination and Change of Control Benefits

Except as previously disclosed, we have no plans or arrangements in respect of remuneration received or that may be received by our directors and senior management in respect of compensating such person in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities.

Pension, Retirement or Similar Benefits

We have not set aside or accrued any amounts to provide pension, retirement or similar benefit for our directors or senior management during the fiscal year ended November 30, 2016.

Term of Office

Each director of our company holds office until the next annual general meeting of our company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the articles of our company or the provisions of the BCBCA. Each member of our senior management is appointed to serve at the discretion of our Board, subject to the terms of the employment agreements described above.

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Service Contracts

Other than as disclosed herein, we do not have any service contracts with directors which provide for benefits upon termination of employment.

Committees

The audit committee is our only committee at this time. Our company does not have a remuneration committee.

Audit Committee

The members of our audit committee are Vivian Katsuris, Jeremy Poirier and Ioannis Tsitos.Angelos Kostopoulos As defined in National Instrument 52-110 —Audit Committees,Vivian Katsuris, is not "independent". All members are financially literate, meaning that they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee. The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee members meet periodically with management and annually with the external auditors. Our audit committee has the overall duties and responsibilities to:

As of November 30, 20172018 and as at the date of this report, we do not have any employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with the development of our exploration programs.products.

As at April 19, 2018,30, 2019, our directors and senior management beneficially owned the following common shares and stock options of our company:

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Notes:

The voting rights attached to the common shares owned by our directors and senior management do not differ from those voting rights attached to shares owned by people who are not directors or senior management of our company.

To the best of our knowledge, there are no persons or company who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 5% of the voting rights attached to any class of voting securities of the Company, except as follows:

Notes:

Recent Changes in Major Shareholder Ownership

To the best of our knowledge, the following transactions constitute the sole significant changes in the percentage ownership held by any major shareholders during the past three years:

32On October 30, 2018, the Company issued 3,000,000 common shares at $0.41 per share for the acquisition of Plymouth Rock USA. The 3,000,000 common shares included 1,350,000 common shares (approximately 4.2% of our issued and outstanding common shares) issued to our now President, Chief Executive Officer, and Director, Dana Wheeler.

On January 22, 2018, Blake Olafson, our former Chief Executive Officer, President, Treasurer, and Director, sold 4,000,000 common shares in a private transaction, reducing his shareholdings in the Company from 28.46% to 9.48% of our then issued and outstanding common shares.

On June 30, 2016, Vivian Katsuris, our Chief Financial Officer and Secretary, sold 742,500 common shares in a private transaction, reducing her shareholding in the Company from 10.4% to 4.59% of our then issued and outstanding common shares.

On August 13, 2014 Vivian Katsuris, acquired 1,350,000 of our common shares inDuring fiscal 2018, Linkson Holdings Ltd., a private transaction from Suzanne L. Wood,corporation controlled by Blake Olafson, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, former director, and former major shareholder. Ms. Wood resigned as a director and officer of our company concurrently withDirector, sold 1,100,000 common shares, reducing Mr. Olafson’s beneficial ownership in the sale of the shares.Company from 6.6% to 3.14%.

Major Shareholder Voting Rights

The voting rights of our major shareholders do not differ from the voting rights of holders of our common shares who are not our major shareholders.

Residency of Shareholders

As at November 30, 20172018 and April 19, 2018,March 31, 2019, the registrar and transfer agent for our company reported that there were 19,379,500 and 21,077,50031,761,300 common shares of our company issued and outstanding, respectively.outstanding. Of the 19,379,50031,761,300 common shares issued and outstanding on November 30, 2017, 11,419,0002018, 25,098,250 were registered to Canadian residents (18(9 recorded shareholders), 275,0002,838,050 were registered to residents of the United States (2 recorded shareholders), and 7,685,5003,825,000 were registered to non-United States or Canadian residents (7(8 recorded shareholders). Of the 21,077,50031,768,800 common shares of our company issued and outstanding on April 19, 2018, 16,117,000March 31, 2019, 26,205,750 were registered to Canadian residents (14(11 recorded shareholders), 275,0002,838,050 were registered to residents of the United States (2(28 recorded shareholders), and 4,685,5002,725,000 were registered to non-United States or Canadian residents (7(8 recorded shareholders).

Control and Control Arrangements

To the best of our knowledge, our company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly, except as disclosed in the above table regarding our major shareholders.

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in control of our company.

The Company recorded the following transactions with related parties during the period from the beginning of the Company’s preceding three financial years up to the date of this Annual Report:

The amounts due to related parties are due to the directors and officers of the Company. The balances are unsecured, non-interest bearing and have no specific terms for repayment. These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

As at November 30, 2018, $3,000 (November 30, 2017 - $Nil) was due to directors and officers of the Company:

During the year ended November 30, 2018, 2017 and 2016, the Company entered into the following transactions with related parties:

Management compensation during the year ended November 30, 2018, 2017 and 2016 consisted of the following:

During the year ended November 30, 2017, a former director of the Company, Patrick Morris, exercised 125,000 options at a price of $0.15 per share, for gross proceeds of $18,750.

During the year ended November 30, 2018, a director of the Company, Ioannis Tsitos, exercised 125,000 options at a price of $0.30 per share, for gross proceeds of $37,500. In addition, a former director of the Company, Blake Olafson, exercised 500,000 options at a price of $0.10 per share, for gross proceeds of $50,000.

During the year ended November 30, 2018, a director of the Company, Jeremy Poirier, exercised 121,000 warrants at a price of $0.10 per share, for gross proceeds of $12,100.

As at November 30, 2018, $5,613 (2017 - $2,625) prepayment was made to the corporate secretary of the Company for consulting services.

As at November 30, 2018, $1,787 (2017- $Nil) prepayment was made to the CEO of the Company.

As at November 30, 2018, no amount is due from any other of the Company’s directors, officers and related entities to the Company’s directors and officers.

During the year ended November 2017, we paid $13,500 (2016 - $10,500; 2015 - $6,000) to VivKor Holdings Inc., a company controlled by our then Chief Financial Officer and Secretary, Vivian Katsuris. The payments were made for consulting services rendered by Ms. Katsuris in her former capacity as CFO and Secretary of the Company.

During the year ended November 30, 2017, Patrick Morris, a former director of the Company, exercised 125,000 options at a price of $0.15 per share, for gross proceeds of $18,750. The funds were received subsequent to the year ended November 30, 2017.

As at November 30, 2017, $2,625 (2016 - $Nil) of prepayment was made to Vivian Katsuris, the former CFO of the Company, for consulting services to be provided subsequent to year-ended November 30, 2017. No amount is due from any other of the Company’s directors, officers and related entities to the Company’s directors and officers.

We formerly rented the premises of our head office located in Vancouver, British Columbia, Canada from Wood & Associates, a company controlled by Suzanne Wood, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, former director, and former major shareholder. We rented the office space on a month to month basis at the monthly rate of $100 until the third quarter of 2015.

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Compensation

For information regarding compensation for our directors and senior management, see Item 6.B - Compensation.

Not applicable

Our financial statements (included as Item 18 of this registration statement) are stated in United States dollars and are prepared in accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed with and incorporated herein as part of this registration statement:

These financial statements can be found under "Item 17 - Financial Statements" below.

Legal Proceedings

There have not been any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings, those involving any third party, and governmental proceedings pending or known to be contemplated, which may have, or have had in the recent past, significant effect our financial position or profitability.

There have been no material proceedings in which any director, any member of senior management, or any of our affiliates is either a party adverse to our company or our subsidiaries or has a material interest adverse to our company or our subsidiaries.

Policy on Dividend Distributions

We have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors.

We are not aware of any significant change that has occurred since November 30, 2017,2018, and that has not been disclosed elsewhere in this annual report.

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These numbers represent the annual high and low market prices for our stock as quoted on the TSXV.

		These numbers represent the annual high and low market prices for our stock as quoted on the TSXV and CSE, as applicable.   (b) Set forth below are the high and low market prices for each full financial quarter for the two most recent full financial years and any subsequent period. Year 2019 Quarter February Through April 30, 2018 High 0.74 0.67 Low 0.52 0.452 Year 2018 Quarter February Through April 19, 2018 High 0.93 0.75 Low 0.50 0.50 Quarter February May August November High n/a n/a n/a 0.69 Low n/a n/a n/a 0.55 Year 2017 Quarter February May August November High 0.03 0 05 0.10 0.50 Low 0.02 0.02 0.05 0.09 Year 2016 Quarter February May August November High 0.06 0.06 0.06 0.03 Low 0.06 0.03 0.03 0.03 Year 2015 Quarter February May August November High 0.15 0.08 0.06 0.06 Low 0.10 0.06 0.05 0.06 35   (c) Set forth below are the high and low market prices for each of the six most recent completed months of the year 2017:2018: Month April May June July August September High 0.06 0.06 0.07 0.10 0.10 0.12 Low 0.05 0.06 0.06 0.07 0.09 0.09 B. B.      Plan of Distribution Not applicable to Form 20-F filed as an Annual Report. C. C.      Markets Our Common Shares are publically traded on the TSX VentureCanadian Securities Exchange under the symbol "AXC""PRT" Our common stock is not now listed or quoted on any other securities exchange or electronic quotation service in the United States or abroad. There is currently no market for our common stock in the United States. Following the effective date of this registration statement our management intends to seek the quotation of our common stock on the OTCQB inter-dealer quotation service operated by OTC Markets Group. To achieve the quotation of our common stock on the OTCQB a market maker must file a Form 15c211 on our behalf with FINRA, and we must successfully complete an application and a management certification procedure with OTC Markets Group. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 15c211with FINRA on our behalf but, as of the date of this registration statement, no filing has been made. There is no guarantee that any such filing will be made or, if made, approved by FINRA. D. D.      Selling Shareholders Not applicable to Form 20-F filed as an Annual Report. E. E.      Dilution Not applicable to Form 20-F filed as an Annual Report. F. F.      Expenses of the Issue Not applicable to Form 20-F filed as an Annual Report. ITEM 10. ADDITIONAL INFORMATION A. ITEM 10.        ADDITIONAL INFORMATION A.      Share Capital Our authorized share capital consists of an unlimited number of Common Shares, without par value. As of November 30, 20172018 and April 19, 2018,30, 2019, we had 19,379,50031,761,300 and 21,077,50031,761,800 Common Shares issued and outstanding, respectively. 36 Common Shares The holders of the common shares are entitled to one vote for each common share held on all matters to be voted on by such holders. The holders of common shares are entitled to receive, pro rata, the remaining property of our company on a liquidation, dissolution or winding-up of our company after the holders of Preferred Shares have been paid. There are no pre-emptive rights or redemption rights attached to the Common Shares. Convertible Securities The following common shares and convertible securities were outstanding as at November 30, 2018: Options/ Common Expiry Exercise Warrants Shares upon Date Price Outstanding Exercise Common shares issued and outstanding: 31,761,300 Stock options granted November 12, 2014 November 11, 2019 $0.30 125,000 125,000 Warrants granted August 11, 2014 August 11, 2019 $0.10 595,000 595,000 Warrants granted April 25, 2018 April 25, 2019 $0.60 2,237,500 2,237,500 Warrants granted April 25, 2018 April 25, 2019 $0.40 266,850 266,850 Warrants granted May 18, 2018 May 18, 2019 $0.60 1,017,775 1,017,775 Warrants granted May 18, 2018 May 18, 2019 $0.40 45,150 45,150 Warrants AsShare purchase warrant transactions and the number of share purchase warrants outstanding as at November 30, 2018 and 2017 we had 2,640,000 warrants outstanding to purchase common shares at an exercise price of $0.10. Each share purchase warrant entitles the holder to purchase, subject to adjustment, one common share of our company. The warrants expire August 11, 2019.are summarized as follows:           Weighted       Number of     Average Exercise       Warrants     Price   Balance, November 30, 2017 and 2016   2,640,000   $ 0.10   Warrants granted   3,567,275   $ 0.58   Warrants exercised   (2,045,000 ) $ 0.10   Balance, November 30, 2018   4,162,275   $ 0.51   Expiry Date   Exercise Price     Number of Warrants outstanding and exercisable     Weighted average remaining contractual life(year)     Weighted average exercise price       $                 $    August 11, 2019   0.10     595,000     0.10     0.10   April 25, 2019   0.60     2,237,500     0.22     0.60   April 25, 2019   0.40     266,850     0.03     0.40   May 18, 2019   0.60     1,017,775     0.11     0.60   May 18, 2019   0.40     45,150     0.01     0.40             4,162,275     0.47     0.51   Stock Options As ofOn November 30, 2017, we had 750,000 incentive stock options outstanding at a weighted average exercise price of $0.17. Each12, 2014 the Company adopted an incentive stock option entitlesplan (the “Option Plan”) which provides that the holderBoard of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, nontransferable options to purchase subject to adjustment, one common shareshares, provided that the number of our company atcommon shares reserved for issuance will not exceed 10% of the exercise price establishedissued and outstanding common shares in the capital of the Company at the time of grantgranting of options. Stock option transactions and the options. Thenumber of stock options vested upon granting,outstanding as at November 30, 2018 and 500,000 options expire May 1, 2022, and 250,000 options on November 11, 2019.2017 are summarized as follows:     Number of     Weighted Average       Options     Exercise Price   Balance, November 30, 2016   875,000   $ 0.16   Exercised   (125,000 ) $ 0.15   Balance, November 30, 2017   750,000   $ 0.17   Exercised   (625,000 ) $ 0.14   Balance, November 30, 2018   125,000   $ 0.30             Options     Weighted average             Exercise     outstanding and     remaining     Weighted average   Expiry Date   Price     exercisable     contractual life(year)     exercise price       $                 $     November 11, 2019   0.30     125,000     0.95     0.30             125,000     0.95     0.30   Issuance of Common Shares We have financed our operations through, among other things, funds raised in private placements of common shares and proceeds from shares issued upon exercise of stock options and share purchase warrants. 37 Since the date of incorporation of the company 21,077,500.common21,077,500common shares have been issued, and 2,000,000 Common Shares have been repurchased for cancellation, as follows: Date Number of Shares Issue Price Per Share Aggregate Issue Price Consideration Received/Paid Number of Shares Issue Price Per Share Aggregate Issue Price Consideration Received/Paid October 17, 2011 1 $0.05 Cash 1 $0.05 Cash November 10, 2011 9,999,999 $0.05 $499,999.95 Cash 9,999,999 $0.05 $499,999.95 Cash February 29, 2012(1) (2,000,000) ($0.05) ($100,000.00) (Cash) (2,000,000) ($0.05) ($100,000.00) (Cash) May 1, 2012 2,000,000 $0.10 $200,000.00 Cash 2,000,000 $0.10 $200,000.00 Cash May 4, 2012 94,000 $0.10 $9,400.00 Cash 94,000 $0.10 $9,400.00 Cash August 11, 2014 2,400,000 $0.05 $120,000.00 Cash 2,400,000 $0.05 $120,000.00 Cash August 11, 2014 240,000 $0.05 $12,000.00 Finder's Fee 240,000 $0.05 $12,000.00 Finder's Fee August 11, 2014 200,000 $0.05 $10,000.00 Property Payment 200,000 $0.05 $10,000.00 Property Payment February 15, 2017 300,000 $0.02 $6,000 Property Payment 300,000 $0.02 $6,000 Property Payment November 30, 2017 5,500,000 $0.10 $550,000 Cash 5,500,000 $0.10 $550,000 Cash November 30, 2017 490,500 $0.10 $49,050 Finder’s Fee 490,500 $0.10 $49,050 Finder’s Fee November 28, 2017 125,000 $0.15 $18,750 Cash 125,000 $0.15 $18,750 Cash December 12, 2017 55,000 $0.10 $5,500 Cash 55,000 $0.10 $5,500 Cash December 19, 2017 100,000 $0.10 $10,000 Cash 100,000 $0.10 $10,000 Cash December 22, 2017 476,000 $0.10 $47,600 Cash 476,000 $0.10 $47,600 Cash January 9, 2018 476,000 $0.10 $10,000 Cash 476,000 $0.10 $10,000 Cash January 19, 2018 100,000 $0.10 $10,000 Cash 100,000 $0.10 $10,000 Cash January 22, 2018 500,000 $0.10 $50,000 Cash 500,000 $0.10 $50,000 Cash February 2, 2018 21,000 $0.10 $2,100 Cash February 2, 2018 21,000 $0.10 $2,100 Cash April 25,2018 4,475,000 $0.40 $1,790,000 Cash May 18, 2018 2,035,550 $0.40 $814,220 Cash May 29, 2018 125,000 $0.30 $37,500 Cash August 23, 2018 500,000 $0.10 $50,000 Cash October 30, 2018 3,000,000 $0.41 $1,230,000 Acquisition of Plymouth Rock USA November 1, 2018 231,250 $0.69 $159,562.50 Finder’s Fee Notes:   (1) On February 29, 2012 a total of 2,000,000 common shares were surrendered to the company for cancellation and returned to the company’s treasury for consideration of $0.05 per share. Resolutions/Authorizations/Approvals Not Applicable. B. B.     Memorandum and Articles of Association Incorporation We are incorporated under the British Columbia Business Corporations Act (BCBCA). Our British Columbia incorporation number is BC0922905. Objects and Purposes of Our Company Our articles do not contain a description of our objects and purposes. Voting on Proposals. Arrangements, Contracts or Compensation by Directors Other than as disclosed below, our articles do not restrict directors' power to (a) vote on a proposal, arrangement or contract in which the directors are materially interested or (b) to vote compensation to themselves or any other members of their body in the absence of an independent quorum. The BCBCA does, however, contain restrictions in this regard. The BCBCA provides that a director who holds a disclosable interest in a contract or transaction into which we have entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. A director who holds a disclosable interest in a contract or transaction into which we have entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. A director or senior officer generally holds a disclosable interest in a contract or transaction if (a) the contract or transaction is material to our company; (b) we have entered, or proposed to enter, into the contract or transaction, and (c) either (i) the director or senior officer has a material interest in the contract or transaction or (ii) the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction. A director or senior officer does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of our company or of an affiliate of our company. 38 Borrowing Powers of Directors Our articles provide that we, if authorized by our directors, may: • borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; • issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of our company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; • guarantee the repayment of money by any other person or the performance of any obligation of any other person; and • mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of our company. borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of our company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; guarantee the repayment of money by any other person or the performance of any obligation of any other person; and mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of our company. Qualifications of Directors Under our articles, a director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the BCBCA to become, act or continue to act as a director. Share Rights See "Share Capital" above for a summary of our authorized capital and the special rights and restrictions attached to our Common Shares and Preferred Shares. Procedures to Change the Rights of Shareholders Our articles state that the Company may by resolution of its directors: (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares, (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares, (iii) subdivide all or any of its unissued or fully paid issued shares with par value into shares of smaller par value, or (iv) consolidate all or any of its unissued or fully paid issued shares with par value into shares of larger par value; (d) subdivide all or any of its unissued or fully paid issued shares without par value; (e) change all or any of its unissued or fully paid issued shares with par value into shares without par value or all or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any of its shares; (g) consolidate all or any of its unissued or fully paid issued shares without par value; or (h) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA. Meetings Each director holds office until our next annual general meeting or until his office is earlier vacated in accordance with our articles or with the provisions of the BCBCA. A director appointed or elected to fill a vacancy on our board also holds office until our next annual general meeting. Our articles and the BCBCA provide that our annual meetings of shareholders must be held at such time in each calendar year and not more than 15 months after the last annual general meeting and at such place as our Board may from time to time determine. Our directors may, at any time, call a meeting of our shareholders. The holders of not less than five percent of our issued shares that carry the right to vote at a meeting may requisition our directors to call a meeting of shareholders for the purposes stated in the requisition. 39 Under our articles, the quorum for the transaction of business at a meeting of our shareholders is one or more persons, present in person or by proxy. Our articles state that in addition to those persons who are entitled to vote at a meeting of our shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), any lawyer or auditor for our company, any persons invited to be present at the meeting by our directors or by the chair of the meeting and any person entitled or required under the BCBCA or our articles to be present at the meeting. Limitations on Ownership of Securities Neither Canadian law nor our Articles limit the right of a non-resident to hold or vote common shares of the company, other than as provided in the Investment Canada Act (the “Investment Act”), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”). The Investment Act generally prohibits implementation of a direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act (a “non-Canadian”), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common shares of the company by a non-Canadian (other than a “WTO Investor,” as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company, and the value of the assets of the company were C$5.0 million or more (provided that immediately prior to the implementation of the investment the Company was not controlled by WTO Investors). An investment in common shares of the Company by a WTO Investor (or by a non-Canadian other than a WTO Investor if, immediately prior to the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company and the value of the assets of the Company equaled or exceeded an amount determined by the Minister of Finance (Canada) (the “Minister”) on an annual basis. The Minister has determined that the threshold for review for WTO Investors or vendors (other than Canadians) to be C$344 million for the year 2013. A non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire control of the company for purposes of the Investment Act if he or she acquired a majority of the common shares of the company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the company, unless it could be established that the company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO Investor if he or she is a “national” of a country (other than Canada) that is a member of the World Trade Organization (“WTO Member”) or has a right of permanent residence in a WTO Member. A corporation or other entity will be a “WTO Investor” if it is a “WTO Investor-controlled entity,” pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Certain transactions involving our common shares would be exempt from the Investment Act, including: • an acquisition of the shares if the acquisition were made in the ordinary course of that person’s business as a trader or dealer in securities; • an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and • an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of voting interests, remains unchanged. an acquisition of the shares if the acquisition were made in the ordinary course of that person’s business as a trader or dealer in securities; an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of voting interests, remains unchanged. Change in Control There are no provisions in our articles or in the BCBCA that would have the effect of delaying, deferring or preventing a change in control of our company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving our company or our subsidiaries. Ownership Threshold Our articles or the BCBCA do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that we disclose in our information circular for our annual general meeting, holders who beneficially own more than 10% of our issued and outstanding shares. Most state corporation statutes do not contain provisions governing the threshold above which shareholder ownership must be disclosed. Upon the effectiveness of this registration statement on Form 20-F, we expect that the United States federal securities laws will require us to disclose, in our annual report on Form 20-F, holders who own 5% or more of our issued and outstanding shares. 40 C. C.     Material Contracts There are no other contracts, other than those disclosed below and those entered into in the ordinary course of business, that are material to the Company and which were entered into in the most recently completed fiscal year or which were entered into before the most recently completed fiscal year but are still in effect as of the date of this registration statement. OptionShare Purchase Agreement dated October 31, 2018 with Qualitas Holdings Corp.,Plymouth Rock USA and the Selling Shareholders of Plymouth Rock USA Assignment Agreement dated Manchester Metropolitan University dated March 12, 2019. Memorandum of understanding with Abicom International Ltd. dated February 17, 2014 (amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp. as optionor of the claims, and further amended on August 26, 2016)19, 2019 D. D.     Exchange Controls There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below. E. E.     Taxation Certain Canadian Federal Income Taxation We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of theIncome Tax Act(Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his, her or its common shares in the capital of our company in connection with carrying on a business in Canada (a “non-resident holder”). This summary is based upon the current provisions of theIncome Tax Act(Canada), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Treaty”). This summary also takes into account the amendments to theIncome Tax Act(Canada) and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein. This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances. Dividends Dividends paid on our common shares to a non-resident holder will be subject under theIncome Tax Act(Canada) to withholding tax at a rate of 25% subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The Treaty provides that theIncome Tax Act(Canada) standard 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of the corporation paying the dividend. 41 Capital Gains A non-resident holder is not subject to tax under theIncome Tax Act(Canada) in respect of a capital gain realized upon the disposition of a common share of our company unless such share represents “taxable Canadian property”, as defined in theIncome Tax Act(Canada), to the holder thereof. Our common shares generally will be considered taxable Canadian property to a non-resident holder if: • the non-resident holder; • persons with whom the non-resident holder did not deal at arm’s length; or • the non-resident holder and persons with whom such non-resident holder did not deal at arm’s length, the non-resident holder; persons with whom the non-resident holder did not deal at arm’s length; or the non-resident holder and persons with whom such non-resident holder did not deal at arm’s length, owned, or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of such shares. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada. United States Federal Income Taxation The following is a general discussion of certain material United States federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain Canadian Federal Income Tax Consequences” above. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein. Holders and prospective holders of common shares should consult their own tax advisors with respect to federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares. U.S. Holders As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation. 42 Distributions The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified dividend income” and taxed to U.S. Holders at a maximum U.S. federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares. Capital Gains In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will generally recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations. Foreign Tax Credit A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income.The availability of the foreign tax credit and the application of these complexlimitations on the tax credit are fact specific and holders and prospective holders of our common shares should consulttheir own tax advisors regarding their individual circumstances. Passive Foreign Investment Company Status We would be a passive foreign investment company (a “PFIC”) if (taking into account certain “look-through” rules with respect to the income and assets of our corporate subsidiaries in which we own 25 percent (by value) of the stock) either (i) 75 percent or more of our gross income for the taxable year was passive income or (ii) the average percentage (by value) of our total assets that are passive assets during the taxable year was at least 50 percent. If we were a PFIC, each U.S. Holder would (unless it made one of the elections discussed below on a timely basis) be taxable on gain recognized from the disposition of our common shares (including gain deemed recognized if the common shares are used as security for a loan) and upon receipt of certain “excess distributions” (generally, distributions that exceed 125% of the average amount of distributions in respect to such common shares received during the preceding three taxable years or, if shorter, during the U.S. Holder’s holding period prior to the distribution year) with respect to our common shares as if such income had been recognized ratably over the U.S. Holder’s holding period for the common shares. The U.S. Holder’s income for the current taxable year would include (as ordinary income) amounts allocated to the current taxable year and to any taxable year period prior to the first day of the first taxable year for which we were a PFIC. Tax would also be computed at the highest ordinary income tax rate in effect for each other taxable year period to which income is allocated, and an interest charge on the tax as so computed would also apply. Additionally, if we were a PFIC, U.S. Holders who acquire our common shares from decedents (other than non-resident aliens) would be denied the normally available step-up in basis for such shares to fair market value at the date of death and, instead, would have a tax basis in such shares equal to the decedent’s basis, if lower. 43 As an alternative to the tax treatment described above, a U.S. Holder could elect to treat U.S. as a “qualified electing fund” (a “QEF”), in which case the U.S. Holder would be taxed currently, for each taxable year that we are a PFIC, on its pro rata share of our ordinary earnings and net capital gain (subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge). Special rules apply if a U.S. Holder makes a QEF election after the first taxable year in its holding period in which we are a PFIC. In the event that we conclude that we will be classified as a PFIC, we will make a determination at such time as to whether we will be able to provide U.S. Holders with the information that is necessary to make a QEF election. Amounts includable in income as a result of a QEF election will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. A U.S. Holder’s basis in its common shares will increase by any amount included in income and decrease by any amounts not included in income when distributed because such amounts were previously taxed under the QEF rules. So long as a U.S. Holder’s QEF election is in effect with respect to the entire holding period for its common shares, any gain or loss realized by such holder on the disposition of its common shares held as a capital asset ordinarily will be capital gain or loss. Such capital gain or loss ordinarily would be long-term if such U.S. Holder had held such common shares for more than one year at the time of the disposition. For non-corporate U.S. Holders, long-term capital gain is generally subject to a maximum U.S. federal income tax rate of 15% for taxable years beginning on or before November 30, 2012. The QEF election is made on a shareholder-by-shareholder basis, applies to all common shares held or subsequently acquired by an electing U.S. Holder and can be revoked only with the consent of the IRS. As an alternative to making the QEF election, a U.S. Holder of PFIC stock which is publicly traded may in certain circumstances avoid certain of the tax consequences generally applicable to holders of a PFIC by electing to mark the stock to market and recognizing as ordinary income or loss, each taxable year that we are a PFIC, an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC stock and the U.S. Holder’s adjusted tax basis in the PFIC stock. Special rules apply if a U.S. Holder makes a mark-to-market election after the first taxable year in its holding period in which we are a PFIC. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. Holder under the election for prior taxable years. This election is available for so long as the Company’s common shares constitute “marketable stock,” which includes stock of a PFIC that is “regularly traded” on a “qualified exchange or other market.” Generally, a “qualified exchange or other market” includes a national market system established pursuant to Section 11A of the Securities Exchange Act of 1934, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and that has certain characteristics. A class of stock that is traded on one or more qualified exchanges or other markets is “regularly traded” on an exchange or market for any calendar year during which that class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter, subject to special rules relating to an initial public offering. It is not entirely clear whether either the OTCQB or TSXV are qualified exchanges or other markets, or whether there will be sufficient trading volume with respect to the Company’s common shares, and accordingly, whether the common shares will be “marketable stock” for these purposes. Furthermore, there can be no assurances that the Company’s common shares will continue to trade on any of the exchanges listed above. We believe we were not a PFIC for the year ending November 30, 2013 and do not expect to be classified as a PFIC for the year ending November 30, 2014. However, PFIC status is determined as of the end of each taxable year and is dependent on a number of factors, including the value of our passive assets, the amount and type of our gross income, and our market capitalization. Therefore, there can be no assurance that we will not become a PFIC for the current taxable year ending November 30, 2014 or in a future taxable year. We will notify U.S. Holders in the event we conclude that we will be treated as a PFIC for any taxable year. F. F.     Dividends and Paying Agents There is no dividend restriction; however, we have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors. There is no special procedure for nonresident holders to claim dividends. Any remittances of dividends to United States residents and to other nonresidents are, however, subject to withholding tax. See “Taxation” above. 44 G. G.      Statements by Experts The financial statements of our company for the years ended November 30, 2015 and 2014 included in this annual report have been audited by MNP LLP, Chartered Professional Accountants, with a business address at Suite 2300 – 1055 Dunsmuir Street, Vancouver, British Columbia, Canada V7X 1J1, as stated in their reports appearing in this registration statement and have been so included in reliance upon the reports of such firm given their authority as experts in accounting and auditing. H. H.     Documents on Display Upon the effectiveness of this registration statement, we will be subject to the informational requirements of theSecurities Exchange Act of 1934(United States), and we will thereafter file reports and other information with the Securities andExchange Commission. You may read and copy any of our reports and other information at, and obtain copies upon paymentof prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Room 1024,Washington, DC, 20549. In addition, the Securities and Exchange Commission maintains a web site that contains reports andother information regarding registrants that file electronically with the Securities and Exchange Commission athttp://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. The documents concerning our company referred to in this registration statement may be viewed at the offices of Salley Bowes Harwardt LLP, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6, during normal business hours. I. I.     Subsidiary Information Our company does not have any subsidiaries. ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 11.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments as follows: cash and short-term investments are classified as a financial asset at FVTPL, other receivables are classified as loans and receivables, and accounts payable is classified as other financial liabilities, which are measured at amortized cost. The carrying value of these instruments approximates their fair values due to their short term to maturity. The Company has exposure to the following risks from its use of financial instruments: • Credit risk; • Liquidity risk; and • Interest rate risk. Credit risk; Liquidity risk; and Interest rate risk. Credit Risk Credit risk is the risk of financial loss to our company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Our company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. Liquidity Risk Liquidity risk is the risk that our company is not able to meet its financial obligations as they become due. There can be no assurance that our company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Our company may seek additional financing through equity offerings and advances from related parties, but there can be no assurance that such financing will be available on terms acceptable to the Company. 45 Interest Rate Risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates. The Company has no significant interest rate risk. As of November 30, 2017, the Company had cash balance of $96,152 and $Nil in GICs (November 30, 2016: $10,276 and $90,000, respectively). The Company had no interest-bearing debt. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ITEM 12.       DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable to Form 20-F filed as an Annual Report. PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ITEM 13.       DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not applicable. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS ITEM 14.       MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS Not applicable. ITEM 15. CONTROLS AND PROCEDURES ITEM 15.       CONTROLS AND PROCEDURES We have elected to report under Item 15T. ITEM 15T. CONTROLS AND PROCEDURES ITEM 15T.      CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as this Annual Report on Form 20-F, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer, or CEO, and chief financial officer, or CFO, as appropriate to allow timely decision regarding required disclosure. Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of November 30, 2017, the end of the period covered by this Annual Report on Form 20-F. Based on such evaluation, our CEO and CFO have concluded that as of November 30, 2017, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. 46 Our management, with the participation of our CEO and CFO, has assessed the effectiveness of the internal control over financial reporting as of November 30, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) inInternal Control — Integrated Framework (2013 Framework). Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of November 30, 2017. This Annual Report on Form 20-F does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.” Changes in Internal Controls over Financial Reporting There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the year ended November 30, 2017 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT The members of our audit committee are Vivian Katsuris, Ioannis Tsitos, and Jeremy Poirier. As defined in National Instrument 52-110 —Audit Committees,Vivian Katsuris, is not "independent". All members are financially literate, meaning that they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements. We have adopted a charter for our audit committee. The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee members meet periodically with management and annually with the external auditors. Our audit committee has the overall duties and responsibilities to: • review the financial reporting process to ensure the accuracy of the financial statements of our company; • assist the Board to properly and fully discharge its responsibilities; • strengthen the role of the Board by facilitating in depth discussions between directors, management and external auditors; • evaluate the independent auditor's qualifications, performance and independence; • facilitate the independence of the independent auditor; • assess the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and • review the processes to monitor compliance with laws and regulations. 47review the financial reporting process to ensure the accuracy of the financial statements of our company; ITEM 16B. CODE OF ETHICS assist the Board to properly and fully discharge its responsibilities; strengthen the role of the Board by facilitating in depth discussions between directors, management and external auditors; evaluate the independent auditor's qualifications, performance and independence; facilitate the independence of the independent auditor; assess the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and review the processes to monitor compliance with laws and regulations. ITEM 16B.      CODE OF ETHICS Our company has not adopted a Code of Ethics given its current stage of development. As our company grows, we may adopt a Code of Ethics in the future. ITEM 16C. PRINCIPAL ACCOUNTANTS FEES AND SERVICES ITEM 16C.      PRINCIPAL ACCOUNTANTS FEES AND SERVICES Audit Fees Our external auditors, MNP LLP, Chartered Professional Accountants., charged total fees of $17,120$40,000 for the year ended November 30, 2017. All2018. $32,000 of the $17,120 above$40,000 charged was for audit fees and none of the amount$8,000 was for audit-related fees or income tax preparation fees. Our external auditors, MNP LLP, Chartered Professional Accountants, charged total fees of $11,220$17,120 for the year ended November 30, 2016.2017. All of the $11,220$17,120 above was for audit fees and none of the amount was for audit-related fees or income tax preparation fees. Audit-Related Fees None. Tax Fees None. All Other Fees None. ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not Applicable.ITEM 16D.      EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASER Not Applicable. ITEM 16E.      PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASER Not Applicable. PART III ITEM 17. FINANCIAL STATEMENTS ITEM 17.       FINANCIAL STATEMENTS See "Item 18 - Financial Statements". ITEM 18. FINANCIAL STATEMENTS ITEM 18.       FINANCIAL STATEMENTS Our financial statements are stated in United States dollars and are prepared in accordance with IFRS, as issued by the IASB. The following financial statements and notes thereto are filed with and incorporated herein as part of this registration statement:   (a) audited financial statements for the years ended November 30, 20172018 and November 30, 2016,2017, including: independent auditors' report by MNP LLP, Chartered Accountant, statements of financial position, statements of loss and comprehensive loss, statements of cash flows, statements of changes in equity, and notes to financial statements; 48 PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) CONSOLIDATED FINANCIAL STATEMENTS November 30, 20172018 and 20162017 (Expressed in Canadian Dollars) Management’s Responsibility for Financial Reporting Auditors’ report To the Shareholders and Directors of Alexandra Capital Corp.Plymouth Rock Technologies Inc.: Management is responsible forOpinion on the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with InternationalConsolidated Financial Reporting Standards and ensuring that all information in the annual report is consistent with the statements. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required. In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements. The Board of Directors is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Audit Committee, which is comprised primarily of Directors who are neither management nor employees of Alexandra Capital Corp. has the responsibility of meeting with management and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Committee is also responsible for recommending the appointment of Alexandra Capital Corp.’s external auditors. MNP LLP, an independent firm of Chartered Professional Accountants, is appointed by the shareholders to audit the financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, both the Audit Committee and management to discuss their audit findings. “Vivian Katsuris” “Ioannis Tsitos” President Director - 2 - Independent Auditors’ Report To the Shareholders of Alexandra Capital Corp.:Statements We have audited the accompanying consolidated financial statements of Alexandra Capital Corp.Plymouth Rock Technologies Inc. (the “Company”), which comprise the consolidated statements of financial position as at November 30, 2018 and 2017, and 2016, and the relatedconsolidated statements of operationsloss and comprehensive loss, changes in equity and cash flows for the three years ended November 30, 2018, 2017 and 2016, and 2015, andthe related notes, comprising a summary of significant accounting policies and other explanatory information.information (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at November 30, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the three years ended November 30, 2018, 2017 and 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Material Uncertainty Related to Going Concern Without modifying our opinion, we draw attention to Note 1 to the consolidated financial statements, which indicates that the Company incurred a consolidated net loss of $986,901 during the year ended November 30, 2018 and, the Company had a history of losses and an accumulated deficit of $1,602,085. As stated in Note 1 to the consolidated financial statements, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going concern. Basis for Opinion Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to frauderror or error.fraud. Auditors'Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (PCAOB)(United States) (“PCAOB”). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We are a public accounting firm registered with the PCAOB. An audit involvesincludes performing procedures to obtainassess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures include obtaining and examining, on a test basis, audit evidence aboutregarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to frauderror or error.fraud. In making those risk assessments, the auditor considerswe consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion.   An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Alexandra Capital Corp.Chartered Professional Accountants We have served as at November 30, 2017 and 2016 and its financial performance and its cash flows for the three years ended November 30, 2017, 2016 and 2015, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1 in the financial statements which discloses matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.auditor since 2011. Vancouver, British Columbia March 12, 2018 Vancouver, Canada March 29, 2019  Chartered Professional Accountants PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) Consolidated Statements of Financial Position (Expressed in Canadian dollars)           November 30,     November 30,           November 30,     November 30,   As at   Note     2017     2016     Note     2018     2017                     ASSETS                                                       Current assets                                     Cash      $ 96,152   $  10,276                     Cash,cash equivalents, and restricted cash       $  2,743,694   $  96,152   Subscription receivable   4     428,000     -           -     428,000   Sales tax receivable         6,573     1,167           10,986     6,573   Prepaid expenses   7     40,375     -     8     49,891     40,375   Due from related parties   7     18,750     -     8     7,400     18,750   Short-term investments   2     -     90,000                     Total current assets         589,850     101,443           2,811,971     589,850                     Non-current assets                                     Exploration and evaluation assets   3     171,012     165,012     3     -     171,012   Intangible assets   4 & 11     1,240,781     -   Goodwill   11     253,975     -                     Total assets      $ 760,862   $  266,455         $  4,306,727   $  760,862                     LIABILITIES                                                       Current liabilities                                     Accounts payable and accrued liabilities      $ 51,171   $  15,525                     Accounts payable   5   $  112,757   $  51,171   Due to related parties   8     3,000     -   Loan payable   9     51,184     -                     Total current liabilities         51,171     15,525           166,941     51,171                     Non-current liabilities                   Deferred tax liability   11   $  245,813     -                     Total liabilities         412,754     51,171                     SHAREHOLDERS' EQUITY                                                       Share capital   4     1,218,766     633,109     5     5,311,034     1,218,766   Contributed surplus   4     106,109     117,016     5     185,024     106,109   Deficit         (615,184 )   (499,195 )         (1,602,085 )   (615,184 )                   Total shareholders' equity         709,691     250,930           3,893,973     709,691                     Total liabilities and shareholders' equity      $ 760,862   $  266,455         $  4,306,727   $  760,862   These consolidated financial statements are authorized for issuance by the Board of Directors on March 12, 2018.29, 2019. Approved on behalf of the Board: “Vivian Katsuris”'Dana Wheeler” “Ioannis Tsitos”'Vivian Katsuris” President Director Director The accompanying notes are an integral part of these consolidated financial statements. - 4 - PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) Consolidated Statements of Net Loss and Comprehensive Loss (Expressed in Canadian dollars)   For the years ended November 30,   Note     2017     2016     2015     Note     2018     2017     2016                                                   OPERATING EXPENSES                                                                                                 Accounting fees   8   $  66,463   $  19,920   $  21,244   Business development         11,326     -     -   Consulting fees         187,015     14,742     -   General office expenses      $ 2,979   $  1,208   $  1,096           46,466     2,979     1,208   Professional fees   7     91,853     53,328     67,361   Insurance         9,500     -     -   Legal fees         166,124     43,691     21,584   Management fees   8     71,842     13,500     10,500   Rent   9     2,500     -     900     12     30,000     2,500     -   Transfer agent and filing fees         19,027     54,451     22,278           71,076     19,027     54,451   Wages, salaries and benefits   8     21,843     -     -   Total expenses         (116,359 )   (108,987 )   (91,635 )         681,655     116,359     108,987   OTHER INCOME                                                 OTHER INCOME (EXPENSES)                         Loss on disposition of exploration and evaluation assets   3     (156,012 )   -     -   Acquisition costs   5 & 11     (159,563 )   -     -   Interest income         370     900     2,202           8,630     370     900   NET AND COMPREHENSIVE LOSS FOR THE YEAR      $ (115,989 ) $  (108,087 ) $  (89,433 ) Interest expense   9     (1,184 )   -     -   Foreign exchange loss         (8,441 )   -     -   Loss before income taxes         (998,225 )   (115,989 )   (108,087 ) Deferred tax recovery         11,324     -     -                           NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR       $  (986,901 ) $  (115,989 ) $  (108,087 )                                                 LOSS PER SHARE, Basic and Diluted      $ (0.01 ) $  (0.01 ) $  (0.01 )       $  (0.04 ) $  (0.01 ) $  (0.01 )                         WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, Basic and Diluted 13,171,397 12,934,000 12,934,000          25,309,654     13,171,397     12,934,000   The accompanying notes are an integral part of these consolidated financial statements. - 5 - PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) Consolidated Statements of Cash Flows (Expressed in Canadian dollars)   For the years ended November 30,   2017     2016     2015     2018     2017     2016                     Cash Provided By (Used In)                                     Operating Activities                                     Net and comprehensive loss for the year $  (115,989 ) $  (108,087 ) $  (89,433 ) Net loss for the year $  (986,901 ) $  (115,989 ) $  (108,087 ) Items not affecting cash:                   Acquisition costs   159,563     -     -   Foreign exchange loss   3,743     -     -   Loss on disposition of exploration and evaluation assets   156,012     -     -   Interest expense   1,184     -     -   Deferred tax recovery   (11,324 )   -     -   Changes in non-cash working capital:                                     Sales tax receivable   (5,406 )   (1,167 )   9,214     (4,413 )   (5,406 )   (1,167 ) Prepaid expenses   (40,375 )   2,600     3,700     (6,890 )   (40,375 )   2,600   Due from related parties   -     -     250     11,350     -     -   Due to related parties   3,000     -     -   Accounts payable and accrued liabilities   35,646     (18,362 )   (46,298 )   10,911     35,646     (18,362 ) Net cash used in operating activities   (126,124 )   (125,016 )   (122,567 )   (663,765 )   (126,124 )   (125,016 ) Investing Activities                                     Deferred exploration costs   -     -     (10,000 ) Exploration and evaluation assets   15,000     -     -   Acquisition of business   47,467     -     -   Short-term investments   90,000     125,106     89,894     -     90,000     125,106   Net cash provided by investing activities   90,000     125,106     79,894     62,467     90,000     125,106   Financing Activities                                     Common shares issued for cash, net of share issuance costs and subscription receivable   122,000     -     -                     Common shares issued for cash, options and warrants exercised, net of share issuance costs   2,770,840     122,000     -   Share subscription receivable   428,000     -     -   Loan payable   50,000     -     -   Net cash provided by financing activities   122,000     -     -     3,248,840     122,000     -                     Increase in cash   85,876     90     (42,673 )   2,647,542     85,876     90   Cash, beginning of the year   10,276     10,186     52,859     96,152     10,276     10,186   Cash, end of the year $  96,152   $  10,276   $  10,186   $  2,743,694   $  96,152   $  10,276   The accompanying notes are an integral part of these consolidated financial statements. - 6 - PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) Consolidated Statements of Changes in Equity (Expressed in Canadian dollars)       Share capital                         Number of           Contributed                   shares     Amount     Surplus     Deficit     Total   Balance, November 30, 2014   12,934,000   $  633,109   $  117,016   $  (301,675 ) $  448,450   Net and comprehensive loss for the year   -     -     -     (89,433 )   (89,433 ) Balance, November 30, 2015   12,934,000     633,109     117,016     (391,108 )   359,017   Net and comprehensive loss for the year   -     -     -     (108,087 )   (108,087 ) Balance, November 30, 2016   12,934,000     633,109     117,016     (499,195 )   250,930   Net and comprehensive loss for the year   -     -     -     (115,989 )   (115,989 ) Shares issued for private placements (Note 4)   5,500,000     550,000     -     -     550,000   Share issuance costs (Note 4)   490,500     -     -     -     -   Shares issued for exploration and evaluation assets (Note 3)   300,000     6,000     -     -     6,000   Shares issued for options exercised (Note 4)   125,000     29,657     (10,907 )   -     18,750   Balance, November 30, 2017   19,349,500   $  1,218,766   $  106,109   $  (615,184 ) $  709,691       Share capital                         Number of           Contributed                   shares     Amount     Surplus     Deficit     Total   Balance, November 30, 2015   12,934,000   $  633,109   $  117,016   $  (391,108 ) $  359,017   Net loss for the year   -     -     -     (108,087 )   (108,087 )                                 Balance, November 30, 2016   12,934,000   $  633,109   $  117,016   $  (499,195 ) $  250,930   Net loss for the year   -     -     -     (115,989 )   (115,989 )                             -   Shares issued for private placements   5,500,000     550,000     -     -     550,000   Share issuance costs   490,500     -     -     -     -   Shares issued for exploration and evaluation assets   300,000     6,000     -     -     6,000   Shares issued for options exercised   125,000     29,657     (10,907 )   -     18,750                               -                                   Balance, November 30, 2017   19,349,500   $  1,218,766   $  106,109   $  (615,184 ) $  709,691   Net loss for the year   -     -     -     (986,901 )   (986,901 ) Shares issued for warrants exercised   2,045,000     204,500     -     -     204,500   Private placements   6,510,550     2,604,220     -     -     2,604,220   Shares issued for acquisition   3,000,000     1,240,200     -     -     1,240,200   Share issuance costs   -     (253,794 )   128,995     -     (124,799 ) Finder's fee - acquisition   231,250     159,562     -     -     159,562   Shares issued for options exercised   625,000     87,500     -     -     87,500   Fair value of options exercised   -     50,080     (50,080 )   -     -                                   Balance, November 30, 2018   31,761,300   $  5,311,034   $  185,024   $  (1,602,085 ) $  3,893,973   The accompanying notes are an integral part of these consolidated financial statements. - 7 - PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOVEMBERNovember 30, 20172018 and 20162017 (EXPRESSED IN CANADIAN DOLLARS) 1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN Alexandra Capital Corp.
	Plymouth Rock Technologies Inc. (the “Company”) was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at 300 – 2015 Burrard Street, Vancouver, B.C., V6J 3H4. On August 13, 2014, the Company commenced trading on the TSX Venture Exchange as a Tier 2 Mining Issuer.The Company’s principal business activity is the exploration of mineral resources on the Southern Belle or “SB” Property. On March 7, 2016, the Company announced that it has received final approval to list its common shares on the Canadian Securities Exchange (the “CSE”) and has voluntarily delisted its common shares from the TSX Venture Exchange (the “TSXV”). The Company’s common shares commenced trading on the CSE at market open on March 10, 2016 and were delisted from the TSXV effective March 9, 2016. The Company’s trading symbol “AXC” remains the same. The Company’s common shares are also trading on Over-The-Counter Bulletin Board (the “OTCBB”) with the symbol “AXDRF”. Letter of Intent On December 1, 2017, the Company entered into a further non-binding letter of intent (“LOI”), which supersedes and replaces the previous letter of intent announced on November 10, 2017, with WMC ApS (“WMC”), a private Danish company based in Copenhagen which brokers and develops payment processes in crypto currency transactions (the “Technology”). The Company previously entered into a non-binding letter of intent on November 10, 2017 with WMC for the grant by WMC to the Company of an exclusive license to use, market, sub-license, sell and distribute the Technology in Canada and the United States of America. Pursuant to the new LOI, the Company, WMC and its shareholders will enter into a definitive agreement (the “Definitive Agreement”) whereby the Company will acquire all of the issued and outstanding common shares of WMC in consideration for the issuance by the Company of 26,000,000 common shares of the Company at closing. The Company will issue an additional 15,000,000 common shares on the 13th month after closing the acquisition, provided that WMC achieves an average of $5,000,000 in gross monthly transaction volume over the preceding 12 months. All common shares issued as consideration for the WMC shares will be subject to CSE escrow requirements and a statutory four months hold period. Closing of the proposed transaction is subject to a number of conditions being satisfied or waived at or before closing, including the following: • Execution of a mutually acceptable Definitive Agreement;   • Satisfactory completion of due diligence by each of On August 13, 2014, the parties;Company commenced trading on the TSX Venture Exchange (the “TSXV”) as a Tier 2 Mining Issuer.   • No material adverse change with respect On March 7, 2016, the Company announced that it has received final approval to WMC orlist its business having occurred;common shares on the Canadian Securities Exchange (the “CSE”) and has voluntarily delisted its common shares from the TSXV. The Company’s common shares commenced trading on the CSE at market open on March 10, 2016 and were delisted from the TSXV effective March 9, 2016.   • Completion of further financing for gross proceeds of at least $3,000,000; and Business Acquisition (Note 11)   • Receipt On April 10, 2018, the Company entered into a non-binding letter of intent (“LOI”) with Plymouth Rock Technologies Inc. (“Plymouth Rock USA”), a private Delaware corporation that is developing a system using Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, like airports, shopping malls, schools and sports venues. On June 21, 2018, the Company entered into a definitive agreement with Plymouth Rock USA. Pursuant to the agreement, the Company will acquire all required regulatoryof the issued and Canadian Securities Exchange approvals.outstanding common shares of Plymouth Rock USA in consideration of the issuance of 3,000,000 common shares of the Company. All shares issued as consideration for the Plymouth Rock USA shares will be subject to a resale restriction period of four months from the closing of the transaction and will bear a restrictive legend to this effect. On October 30, 2018, the Company received shareholder approval regarding its proposed change of business, change of name and symbol with the acquisition of Plymouth Rock USA. For the acquisition, the Company issued 3,000,000 common shares of the Company to the four shareholders of Plymouth Rock USA. The Company also issued 231,250 common shares of the Company as a finder’s fee. The company changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new trading symbol “PRT” on November 1, 2018. With the acquisition, the Company’s principal business activity through its subsidiary, Plymouth Rock USA, is to focus on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company focuses on detection methods without the need for a checkpoint or the compliance of the suspect who is being screened. The Company’s planned technologies encompass the very latest radar technologies for quickly detecting, locating and identifying the presence of threats. Going Concern The Company incurred a loss of $986,901 (2017 - $115,989) for the year ended November 30, 2018. As at November 30, 2018, the Company had a history of losses and an accumulated deficit of $1,602,085. Consequently, continuing business as a going concern is dependent upon the success of the Company’s development of technologies, generation of positive cash flows and the ability of the Company to obtain additional debt or equity financing, all of which are uncertain. These material uncertainties indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going concern. The Company is currently in the process of renegotiating the terms of the LOI as of the date of the audit report. - 8 - PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOVEMBERNovember 30, 20172018 and 20162017 (EXPRESSED IN CANADIAN DOLLARS) 1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN (continued) Going Concern The Company emphasizes that attention should be drawn to matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These financial statements have been prepared in accordance with International Financial Reporting Standards applicable to a going concern, with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The recoverability of capitalized costs on the Southern Belle property is uncertain and dependent upon projects achieving commercial production or sale. The ability of the Company to carry out its business objectives are dependent on the Company’s ability to receive continued financial support from related parties, to obtain public equity financing, or to generate profitable operations in the future.       November 30, 2017     November 30, 2016     Working capital $  538,679   $  85,918     Deficit $  (615,184) $  (499,195) Going Concern(continued) These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These financial statements are authorized for issue by the Board of Directors on March 12, 2018. These financial statements have been prepared on the historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVTPL”) and available-for-sale which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except cash flow information. These financial statements are presented in Canadian dollars, which is the Company’s functional currency. Significant accounting judgments, estimates and assumptions The preparation of these financial statements in conformity of IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. Actual results could differ from these estimates. Significant estimates are used in preparing the
	Basis of presentation
	These consolidated financial statements (“Financial Statements”) have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
	These Financial Statements are authorized for issue by the Board of Directors on March 29, 2019.
	These Financial Statements have been prepared on the historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVTPL”) and available-for-sale which are stated at their fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except cash flow information. These Financial Statements are presented in Canadian dollars, which is the Company and its subsidiary’s functional currency.
	Significant accounting judgments, estimates and assumptions
	The preparation of these Financial Statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported amounts of expenses during the period. Actual results could differ from these estimates.
	Significant estimates are used in preparing the Financial Statements include, but are not limited to:   (i) (i) Impairment of long lived assets The Company has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mineral properties and exploration costs is dependent upon the existence of economically recoverable ore reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposal of properties. - 9 - ALEXANDRA CAPITAL CORP. NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2017 and 2016 (EXPRESSED IN CANADIAN DOLLARS) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Significant accounting judgments, estimates and assumptions (continued) Determining the amount of impairment of long lived assets requires an estimation of the recoverable amount, which is defined as the higher of fair value less the cost of disposal or value in use. Many of factors used in assessing recoverable amounts are outside of the control of management and it is reasonably likely that assumptions and estimates will change from period to period. These changes may result in future impairments in the Company’ long term assets such as property, plant and equipment and exploration and evaluation assets.   (ii) Determining the amount of impairment of long lived assets requires an estimation of the recoverable amount, which is defined as the higher of fair value less the cost of disposal or value in use. Many of factors used in assessing recoverable amounts are outside of the control of management and it is reasonably likely that assumptions and estimates will change from period to period. These changes may result in future impairments in the Company’ long term assets such as development assets. (ii) Current and deferred taxes
	Accounting for income taxes is a complex process requiring management to interpret frequently changing laws and regulations and make judgments relating to the application of tax law, the estimated timing of temporary difference reversals, and the estimated realization of tax assets. All tax filings are subject to subsequent government audits and potential reassessment. These interpretations, judgments and changes related to them impact current and deferred tax provisions, deferred income tax assets and liabilities and results of operations.