TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F ("Annual Report") contains forward-looking statements, meaning statements that reflect our current expectations and views of future events and future financial performance. These forward-looking statements are made under the applicable safe-harbor provisions of United States and Canadian securities laws. 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.

These forward-looking statements include, but are not limited to, statements about:

• our strategies for the development of our technology, software and hardware;
• our future business development, financial conditions and results of operations;
• the expect growth of the industry that we operate in;
• our expectations regarding demand for and market acceptance of our products and services;
• competition in our industry;
• our expectations regarding our ability to design, develop, manufacture and deliver our products in fulfilment of our contractual commitments;
• our expectations regarding our relationships with distributors, customers, component suppliers, strategic partners and other stakeholders; and
• assumptions underlying or related to any of the foregoing.

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.

Known and unknown risks, uncertainties and other factors include, but are not limited to:

• our plans and ability to develop and commercialize product candidates and the timing of these development programs;
• our establishment and maintenance of intellectual property rights, including licenses involving third-parties, in connection with our product candidates;
• our need for additional financing and our estimates regarding our capital requirements and future revenues and profitability;
• our ability to achieve strategic goals from acquisitions of businesses and the risks associated with the integration of such businesses; and
• differences in anticipated and actual program performance

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.

REPORTING CURRENCY

In this Annual Report, unless otherwise stated, all dollar amounts are expressed in Canadian dollars. The financial statements and summaries of financial information contained in this Annual Report are also reported in Canadian dollars unless otherwise stated.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Our financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, unless expressly stated otherwise. The Company makes references to certain non-IFRS measures, including Adjusted EBITDA. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of the Company's results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for the analysis of the Company's financial information reported under IFRS.

FREQUENTLY USED TERMS

As used in this Annual Report, unless the context otherwise requires or indicates otherwise, references to "we", "us", "our", "our Company" and "the Company" refer to Plymouth Rock Technologies Inc., a British Columbia corporation, and its wholly owned subsidiaries, Plymouth Rock Technologies Inc., a Delaware corporation ("Plymouth Rock USA"), Plymouth Rock Technologies Inc, incorporated in England and Wales ("Plymouth Rock UK"), and Tetra Drones Ltd. ("Tetra" or "Tetra Drones"), incorporated in England and Wales, unless otherwise stated.

In this Annual Report:

"AI" means artificial intelligence.

"Abicom International" means Abicom International Ltd.

"BCBCA" means British Columbia Business Corporations Act.

"CODA" refers to the Company's Cognitive Object Detection Apparatus, a compact modular radar utilized for a variety of applications, from aircraft to weapon detection.

"CPC" means a capital pool company CPC.

"CSE" means the Canadian Securities Exchange.

"DTC" means the U.S. Depository Trust Corporation, a subsidiary of the Depository Trust & Clearing Corporation, a U.S. company that manages the electronic clearing and settlement of publicly-traded companies.

"EMEA" means Europe, the Middle East and Africa.

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

"FCC" means the U.S Federal Communications Commission.

"FCPA" means the U.S. Foreign Corrupt Practices Act.

"IASB" means the International Accounting Standards Board.

"IFRS" means International Financial Reporting Standards.

"IRS" means the U.S. Internal Revenue Service.

"Investment Act" means the Investment Canada Act.

"JOBS Act" Refers to the Jumpstart Our Business Startups Act.

"KBR" means Kellogg Brown & Root.

"MiRIAD" means Millimeter Remote Imaging from Airborne Drone, designed for use on UAVs.

"MMU" means Manchester Metropolitan University.

"NASA" means the U.S. National Aeronautics and Space Administration.

"NASDAQ" means National Association of Securities Dealers Automated Quotations. NASDAQ System refers to a sophisticated electronic marketplace and trading system that facilitates the buying and selling of securities, including stocks, options, and other financial instruments.

"NATO" refers to the North Atlantic Treaty Organization.

"non-resident holder" means 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 the Canadian Income Tax Act 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.

"OTCQB" means the OTCQB Venture Market electronic quotation facility operated by OTC Markets Group.

"QEF" means a "qualified electing fund" 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).

"PCAOB" means the U.S. Public Company Accounting Oversight Board.

"PFIC" means a passive foreign investment company.

"Qualifying Transaction" means a transaction where a CPC acquires Significant Assets, as defined by TSXV Policy 2.4, by way of purchase, amalgamation, merger or arrangement with another company or by other means.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"SSCI" means Scientific Systems Company Inc.

"SS1" or "Shoe Scanner" refers to the Company's compact microwave radar system for scanning shoes.

"TSA ITF" means the U.S. Transport Security Administration's Innovation Task Force.

"TSXV" means the TSX Venture Exchange.

"Treaty" means the Canada-United States Tax Convention as amended by the Protocols thereto.

"UAS" means unmanned aircraft systems.

"UAVs" means unmanned aerial vehicles.

"Wi-Ti" or "Wireless Threat Indication" means a wall or portal mounted sensor system that will detect high-risk concealed threat items over an extended coverage areaarea.

"WTO" means the World Trade Organization.

References to "USD" and "US$" are to U.S. dollars, references to "CAD" and "$" are to Canadian dollars, and references to "GBP" and "£" are to the British pound. This Annual Report includes certain trademarks, service marks and trade names that we own or otherwise have the right to use, such as "Plymouth Rock Technologies", which are protected under applicable intellectual property laws.

PART I

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.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable to Form 20-F filed as an annual report.

C. Reason for the Offer and Use of Proceeds

Not applicable to Form 20-F filed as an annual report.

D. Risk Factors

An investment in our securities carries a significant degree of risk. In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating our Company and its business, including our consolidated financial statements and related notes included herein, in connection with your ownership our securities. 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.

If any of the events described below occur, our business and financial results could be materially adversely affected. This could cause the trading price of our securities to decline, perhaps significantly, and you therefore may lose all or part of your investment. The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in the Company. Additional risks and uncertainties not currently known to us or which we currently deem immaterial may also have a material adverse effect on our business, financial condition and results of operations.

Summary of Risk Factors

The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. "Risk Factors" for a more thorough description of these and other risks:

Risks Associated with Our Business

• There is substantial doubt as to whether we will continue operations. If we discontinue operations, you could lose your investment.
• We have a limited operating history. If we fail to generate sufficient revenues to operate profitability, or if we are unable to fund our continuing losses, you could lose all or part of your investment.
• We will require substantial capital and liquidity to develop, manufacture and market our products. If we do not raise sufficient funds, our plan of operation will be delayed until such time as we raise sufficient funds, provided we are able to do so.
• Failure to comply with applicable regulatory requirements may have a material adverse impact on the business, financial condition and operating results of the Company.
• Our technology platform may not perform in line with customer specifications or expectations.
• We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.
• We may become subject to product liability claims or warranty claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
• If we fail to successfully develop and commercialize new products, services and technologies that are well received by customers, our operating results may be materially and adversely affected.
• There can be no assurance that the Company will be able to obtain adequate financing in the future, on favorable terms or at all. Additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.
• The global market for security screening and threat detection is highly fragmented and intensely competitive.
• An accident involving a UAV/ UAS provided by us, or another manufacturer could harm the UAS industry.
• We rely on some third-party distributors for sales, marketing and distribution activities relating to our products.
• Our operations may be interrupted by production difficulties or delays due to mechanical failures, utility shortages or stoppages, fire, natural disaster or other calamities at or near our facilities.
• Our consumers may experience service failures or interruptions due to defects in the software, infrastructure, components or engineering system that compromise our products and services, or due to errors in product installation, any of which could harm our business.
• Our business and prospects depend significantly on our ability to build our brand.
• Any deterioration of our relationship with our strategic business partners could have a material adverse effect on our operating results.

• We are subject to risks associated with strategic alliances or acquisitions. If we cannot manage the growth of our business or execute our strategies effectively, our business and prospects may be materially and adversely affected.
• We rely on external suppliers for raw materials and certain components and parts used in our UASs,UAS, and have limited control over the quality of these components and parts.
• We rely on third-party logistics providers to deliver our domestic sales orders and certain overseas orders. Inadequate third-party logistics services or failure to mitigate the risks of damage or disruption to our distribution logistics could adversely affect our business.
• If our business partners, contractors, suppliers, sales agents, dealers or third-party logistics services providers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity beyond our own control.

• If customers modify or misuse our UASsUAS or operating systems, the UASsUAS may not operate properly, which may cause damage, create negative publicity and harm our business.
• An inability to secure or defend intellectual property rights and protections for our technologies may negatively impact our business or financial position.
• We have limited insurance coverage, which could subject us to significant costs and business disruption.
• We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
• Conflicts of interest may arise as a result of our directors and officers being directors and officers of other technology companies.
• We have granted, and may continue to grant, stock options under our stock option plan, which may result in increased share-based compensation expenses.
• Any complaint or litigation proceedings we may be involved in from time to time could incur substantial judgments, fines, legal fees or other costs and have a material adverse effect on our business, financial condition, results of operations and cash flows.
• Epidemics and pandemics, such as the COVID-19 pandemic, could materially disrupt the Company's business and have a negative impact on the Company's financial results and financial condition.

Risks Associated with our Common Shares

• If our Company's business is unsuccessful, our shareholders may lose their entire investment.
• The price of our common shares has been and may continue to be volatile.
• If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence in our Company and the market price of our common shares may be materially and adversely affected.
• As a "foreign private issuer", our Company is exempt from certain sections of the Exchange Act which results in shareholders having less complete and timely data than if the Company were a domestic U.S. issuer.
• We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
• We will incur increased costs after we cease to qualify as an "emerging growth company."
• 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 Company does not intend to pay dividends on any investment in our common shares.
• 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.

Risks Relating to Management

• We depend on key personnel to operate our business effectively in the competitive securityAerospace & Defense and threat detection technology industry.UAV/ UAS Industries.
• 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 management is free to devote time to other ventures and shareholders may not agree with their allocation of time.

Risks Associated with Our Business

There is substantial doubt as to whether we will continue operations. If we discontinue operations, you could lose your investment.

Our financial statements have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business. However, as at November 30, 2021,2022, we have not generated significant revenue or cash flow from operations since inception. As at November 30, 2021,2022, the Company has a working capital deficiency of $74,128$2,025,673 and an accumulated deficit of $13,867,962.$16,535,760. We anticipate that we will incur increased expenses and there is a risk we will not realize sufficient revenues to offset those expenses. Our ability to continue our operations is dependent on obtaining additional financing and generating future revenues, and no assurance can be given that we will successfully be able to do so. Accordingly, our financial statements contain disclosure regarding the auditor's substantial doubt about our ability to continue as a going concern. Importantly, the inclusion in our financial statements of a going concern reference may negatively impact our ability to raise future financing and achieve future revenue. The reference regarding the substantial doubt about our ability to continue as a going concern will be removed only when, in the opinion of our auditor, our revenues have reached a level that is able to sustain our business operations, or we have raised substantial additional funds through our financing efforts.

Limited Operating History

The Company has a limited amount of business income in the last two years and had generated limited revenue since its inception in 2011. We have incurred operating and net losses in each year of our existence. We experienced a net loss of $2,667,798 for the year ended November 30, 2022, compared to a net loss of $4,974,834 for the year ended November 30, 2021, compared to a net loss of $2,924,236 for the year ended November 30, 2020.2021. 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. We expect to incur substantial and increasing losses for the foreseeable future as we research, develop and commercialize our products. If our products do not achieve market acceptance, we may never generate any revenue. We also cannot assure you that we will be profitable even if we successfully commercialize our products. The Company anticipates that it may take several years to achieve positive cash flow from operations. If we fail to generate sufficient revenues to operate profitability, or if we are unable to fund our continuing losses, you could lose all or part of your investment.

Substantial Capital Requirements and Liquidity

We will require substantial funds to develop, manufacture and market our products. If we do not raise sufficient funds, our plan of operation will be delayed until such time as we raise sufficient funds, provided we are able to do so. Further, the cost of carrying out our operating activities and development activities is not fixed, and our cash levels may at any time prove to be insufficient to finance them. Our financing needs may change substantially because a number of factors which are difficult to predict, or which may be outside of our control. These include increased competition, the costs of inventory and protecting rights to our proprietary technology and the time required to obtain required licenses.

We may not succeed in raising the additional funds that we require because such funds may not be available to us on acceptable terms, if at all. We intend to seek additional funding through strategic alliances or through public or private sales of our equity securities, and we may also obtain equipment leases and pursue opportunities to obtain debt financing in the future. We may not succeed in raising the additional funds that we require because such funds may not be available to us on acceptable terms, if at all. If we are unable to obtain sufficient funding on a timely basis, we may be forced to significantly curtail or cease our operations.

Regulatory Requirements

We operate in an industry which is highly regulated and is evolving rapidly. Sometimes new risks emerge, and management may not be able to predict all of them or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. Failure to comply with the requirements of the State licensing agencies within which we operate would have a material adverse impact on the business, financial condition and operating results of the Company.

We will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of our operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

The industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond our control and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Company's earnings and could make future capital investments or the Company's operations uneconomic. The industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants, and which cannot be reliably predicted.

Our technology platformplatforms may not perform in line with customer specifications or expectations.

Our technology platform,platforms, consisting of our securityAerospace & Defense and threat technology,UAV / UAS technologies, may not perform in line with customers' expectations. For example, our technologies may not be as easy to operate or maintain as customers expect. Customers may require performance specifications that we are unable to deliver. Some of these target specifications, such as those dependent on battery technology, are constrained by the pace of general technological advancement and the capabilities of our suppliers, which are largely beyond our control.

Our technology platform may contain design or manufacturing defects that result in unsatisfactory performance or require repair. Our technology platform uses a substantial amount of algorithms and software to operate. Software products are inherently complex and often contain defects and errors, especially when first introduced. While we have performed extensive internal testing on our UAS software and hardware systems, we have a limited frame of reference by which to evaluate the long-term performance of our technology platform. There can be no assurance that we will be able to detect and fix any defects in our technology platform before we sell products and services to customers.

If our technology platform is defective or otherwise fails to perform as expected or in accordance with prescribed technical specifications and timetable, our UAS may experience accidents and we may suffer adverse publicity, order cancellations, revenue declines, delivery delays, product recalls, product liability claims, and significant warranty and other expenses. These consequences could have a material adverse impact on our business, financial condition, operating results and prospects.

We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.

Our UASs may not perform in line with customers' expectations. Any product defects, accidents or any other failure of our UASs to perform as expected could harm our reputation and result in adverse publicity, revenue loss, delivery delays and product recalls, which could harm our brand and reputation. Any product recall or lawsuit seeking significant monetary damages either in excess of or outside of our insurance coverage may have a material adverse effect on our business and financial condition. In the future, we may, voluntarily or involuntarily, initiate a recall if any of our UASs, including any systems or components sourced from our suppliers, prove to be defective or noncompliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary and whether caused by systems or components engineered or manufactured by us or our suppliers, could incur significant expenses and adversely affect our brand image in our target markets. They may also inhibit or prevent commercialization of our current and future product candidates.

We may become subject to product liability claims or warranty claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may be exposed to significant product liability claims if our UASs do not perform as expected or malfunction. Any defects, errors, or failures in our products or the misuse of our UASs, operating systems and infrastructure could also result in injury, death or property damage. Our risks in this area are particularly pronounced given we have limited field experience in the operation of our UASs. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our UASs and business and inhibit or prevent commercialization of our current and future UAS models. Our insurance coverage might not be sufficient to cover all potential product liability claims. In addition, the same level of insurance coverage may not be available in the future at economical prices, or at all. Even if we are fully insured as it relates to a claim, the claim could nevertheless diminish our brand and divert management's attention and resources, which could have a negative impact on our business, financial condition and result of operations.

If we fail to successfully develop and commercialize new products, services and technologies that are well received by customers, our operating results may be materially and adversely affected.

Our future growth depends on whether we can continually develop and introduce new generations of our existing product lines and update our operating systems and infrastructure with enhanced functionalities and value-added services. This is particularly important in the current industry landscape where technologies and consumer preferences evolve rapidly, which may shorten the lifecycles of our existing products. We plan to upgrade our current UAS models and introduce new models in order to continue to provide UASs with the latest technologies. As technological advancements can be complex and costly, we could experience delays in the development and introduction of new products and services in the future.

Our ability to roll out new and innovative products and services depends on a number of factors, including significant investments in research and development, quality control of our products and services and effective management of our supply chain. We may need to devote more resources to the research and development of new or enhanced products, services and technologies, which may reduce our profitability. In addition, our research and development efforts may not yield the benefits we expect to achieve in a timely manner, or at all. To the extent that we are unable to execute our strategy of continuously introducing new and innovative products, diversifying our product portfolio and satisfying consumers' changing preferences, we may not be able to grow our user base, and our competitive position and results of operations may be adversely affected. Even if we are able to keep up with technological changes and develop new models, our prior models may as a result become obsolete sooner than expected, potentially reducing our return on investment.

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 favorable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

Competition

The global market for security screening and threat detectionAerospace & Defense is highly fragmented and intensely competitive. We compete principally in the market for threat detection solutions andUAV / UAS. Some of our competitors and potential competitors have greater research, development, financial and personnel resources, including governmental support, as well as established greater penetration into certain vertical markets or geographical market segments. We cannot assure you that we will be able to compete effectively relative to our competitors or continue to develop and market new products effectively. Continued competitive pressures could cause us to lose significant market share or erode profitability margins.

An accident involving a UAV / UAS provided by us, or another manufacturer could harm the UAS industry.

An accident involving a UAV / UAS provided by us, or another manufacturer could cause regulatory agencies around the world to tighten restrictions on the use of UAVs / UASs, particularly over populatedoverpopulated areas and could cause the public to lose confidence in our products and UAVs / UASs generally. There are risks associated with autopilot, flight control, communications and other advanced technologies, and, from time to time, there have been accidents associated with these technologies. The safety of certain cutting-edge technologies depends in part on user interaction, and users may not be accustomed to using such technologies. We could face unfavorable and tightened regulatory control and intervention on the use of autopilot and other advanced technologies and be subject to liability and government scrutiny to the extent accidents associated with our autonomous navigation systems occur. Should a high profilehigh-profile accident occur resulting in substantial casualty or damages, either involving our UASs or products offered by other companies, public confidence in and regulatory attitudes toward UASs could deteriorate. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.

We rely on some third-party distributors for sales, marketing and distribution activities relating to our productsproducts.

Some of our business partners are acting as third-party distributors that sell, market and distribute our products to their customers. Accordingly, we may be subject to a number of risks associated with third-party distributors, including a lack of day-to-day control over the activities of third-party distributors selling or using our products and solutions; third-party distributors may terminate their arrangements with us on limited or no notice, or may change the terms of these arrangements in a manner that is unfavorable to us for reasons outside of our control; and any disagreements with our third party distributors could lead to costly and time-consuming litigation or arbitration. If we fail to establish and maintain satisfactory relationships with our third-party distributors, we may not be able to sell, market and distribute our products according to our internal budget and plans, our future revenues and market share may not grow at a pace that we expect, and we could be subject to increases in sales and marketing and other costs which would harm our results of operations and financial condition.

Our operations may be interrupted by production difficulties or delays due to mechanical failures, utility shortages or stoppages, fire, natural disaster or other calamities at or near our facilities.

Production difficulties, such as capacity constraints, mechanical and systems failures and the need for equipment upgrades, may suspend our production and/or reduce our output. There can be no assurance that we will not experience problems with our production facilities in the future or that we will be able to address any such problems in a timely manner. Problems with key equipment in one or more of our production facilities may affect our ability to produce our products or cause us to incur significant expenses to repair or replace such equipment. Scheduled and unscheduled maintenance programs may affect our production output. Any of these could have a material adverse effect on our business, financial condition, results of operations and prospects.

We depend on a continuous supply of utilities, such as electricity and water, to operate our production facilities. Any disruption to the supply of electricity or other utilities may disrupt our production or cause the deterioration or loss of our inventory. This could adversely affect our ability to fulfill our sales orders and consequently may have an adverse effect on our business and results of operations. In addition, fire, natural disasters, pandemics or extreme weather, including droughts, floods, typhoons or other storms, or excessive cold or heat, could cause power outages, fuel shortages, water shortages, damage to our production, processing or distribution facilities or disruption of transportation channels, any of which could impair or interfere with our operations. We cannot assure you that such events will not happen in the future or that we will be able to take adequate measures to mitigate the likelihood or potential impact of such events, or to effectively respond to such events if they occur.

Our consumers may experience service failures or interruptions due to defects in the software, infrastructure, components or engineering system that compromise our products and services, or due to errors in product installation, any of which could harm our business.

Our products and services may contain undetected defects in the software, infrastructure, components or engineering system. Sophisticated software and applications, such as those adopted and offered by us, often contain "bugs" that can unexpectedly interfere with the software and applications' intended operations. Our internet services may from time to timetime-to-time experience outages, service slowdowns or errors. Defects may also occur in components or processes used in our products or for our services.

There can be no assurance that we will be able to detect and fix all defects in the hardware, software and services we offer. Failure to do so could result in decreases in sales of our products and services, lost revenues, significant warranty and other expenses, decreases in customer confidence and loyalty, losing market share to our competitors, and harm to our reputation.

Our business and prospects depend significantly on our ability to build our brand.

Our business and prospects are heavily dependent on our ability to build, maintain and strengthen our brand. If we do not continue to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Promoting and positioning our brand will likely depend significantly on our ability to provide high-quality products and engage with our customers as intended. In addition, we expect that our ability to develop, maintain and strengthen our brand will also depend heavily on the success of our user development and branding efforts. Such efforts mainly include building a community of engaged online and offline users as well as other branding initiatives, such as UAS shows and events. To promote our brand, we may be required to change our user development and branding practices, which could result in substantially increased expenses. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted.

Our brand could be subject to adverse publicity if incidents related to our products occur or are perceived to have occurred, whether or not we are at fault. In particular, given the popularity of social media, any negative publicity, regardless of its truthfulness, could quickly proliferate and harm consumer perceptions of and confidence in our brand. Furthermore, we may be affected by adverse publicity related to our manufacturing or other partners, whether or not such publicity is related to their collaboration with us. Our ability to successfully position our brand could also be adversely affected by perceptions of the quality of our partners' products and services. In addition, from time to time, our products are evaluated and reviewed by third parties. Any unfavorable reviews could adversely affect consumer perceptions of our products.

Any deterioration of our relationship with our strategic business partners could have a material adverse effect on our operating results.

We collaborate with various business partners to promote our products. For example, we collaborate with companies including SDS Group Australia Pty Ltd.Air Data Systems and Trendset Communications Group to provide logistics services for last-mile delivery.Environmental Resources Management (ERM) / KBR. There can be no guarantee that those business partners will continue to collaborate with us in the future. If we are unable to maintain good relationships with our business partners, or the business of our business partners declines, the reach of our products and services may be adversely affected and our ability to maintain and expand our user base may decrease.

Most of the agreements with our business partners do not prohibit them from working with our competitors or from offering competing services. If our partners change their standard terms and conditions in a manner that is detrimental to our business, or if our business partners decide not to continue working with us, or choose to devote more resources to supporting our competitors or their own competing products, we may not be able to find a substitute on commercially favorable terms, or at all, and our competitive advantages may diminish.

We are subject to risks associated with strategic alliances or acquisitions. If we cannot manage the growth of our business or execute our strategies effectively, our business and prospects may be materially and adversely affected.

We have entered into strategic alliances with various business partners including SSCI and Hummingbird Drones' Fire AI, and may in the future enter into joint research and development agreements or co-branding agreements with third parties to further our business purpose from time to time. These alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third parties and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of these third parties. If any of these strategic third parties sufferssuffer negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.

Although we currently do not have any specific acquisition plans, if appropriate opportunities arise, we may acquire additional assets, products, technologies or businesses that are complementary to our existing business. In addition to any required shareholders' approval, we may also have to obtain approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in delays and increased costs, and may derail our business strategy if we fail to do so. Furthermore, past and future acquisitions and the subsequent integration of new assets and businesses into our own require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

We rely on external suppliers for raw materials and certain components and parts used in our UASs,UAS, and have limited control over the quality of these components and parts.

We purchase certain key components and raw materials, such as computers chips, batteries, motors and electronic displays, from external suppliers for use in our operations and production of UASs. A continuous and stable supply of components and raw materials that meet our standards is crucial to our operations and production. We cannot assure you that we will be able to maintain our existing relationships with our suppliers and continue to be able to stably source key components and raw materials at reasonable prices, or at all. We have integrated our suppliers' technologies within our products such that having to change to an alternative supplier may cause significant disruption to our operations. The supply of key components could be interrupted for any reason, or there could be significant increases in the prices of these key components. Additionally, changes in business conditions, force majeure, governmental changes and other factors beyond our control, or that we do not presently anticipate, could also affect our suppliers' ability to deliver components to us on a timely basis. If any of these events occurs, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We cannot guarantee that the quality of components and parts manufactured by external suppliers will be consistent and maintained at a high standard. Any defects of or quality issues with these components or any noncompliance incidents associated with these third-party suppliers could result in quality issues with our UASs and hence compromise our brand image and results of operations. In extreme situations, we may be exposed to liabilities as a result of significant damages caused by certain components from external suppliers and we cannot assure you that we will be able to obtain sufficient insurance coverage at an acceptable cost in the future. A successful claim brought against us in excess of our available insurance coverage may have a material adverse effect on our business, financial condition and operating results.

We rely on third-party logistics providers to deliver our domestic sales orders and certain overseas orders. Inadequate third-party logistics services or failure to mitigate the risks of damage or disruption to our distribution logistics could adversely affect our business.

Our ability to transport and sell our UASs is critical to our success across our operations. We typically rely on third-party logistics service providers to deliver our domestic sales orders and certain overseas orders. Damage or disruption to our distribution logistics due to disputes, weather, natural disasters, fire, explosions, terrorism, pandemics or labor strikes could impair our ability to distribute or sell our UASs. Inadequate third-party logistics services could also potentially disrupt our distribution and sales and compromise our business reputation. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations, as well as require additional resources to restore our supply chain.

If our business partners, contractors, suppliers, sales agents, dealers or third-party logistics services providers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity beyond our own control.

Our reputation is sensitive to allegations of unethical business practices. We do not control the business practices of our business partners, independent contractors and suppliers, sales agents, dealers or third-party logistics services providers. Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibilities, fair wage practices, and compliance with child labor laws, among others. A lack of demonstrated compliance could lead us to seek alternative business partners, independent contractors, suppliers, sales agents or dealers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations. Violation of labor or other laws by our independent contractors, suppliers, business partners, sales agent, dealers or third-party logistics services suppliers or the divergence of their labor or other practices from those generally accepted as ethical in the markets in which we do business could also attract negative publicity, diminish our brand image and reduce demand for our UASs and UAS products.

If customers modify or misuse our UASs or operating systems, the UASs may not operate properly, which may cause damage, create negative publicity and harm our business.

Our customers may try to modify our UASs or operating systems for various reasons, which could compromise the performance and safety of our UASs, as well as the safety of the users. During such modifications, they may use third-party parts that may not be compatible with our products. We do not test, nor do we endorse, such modification. In addition, the use of improper external cabling or unsafe charging outlets can expose our customers to injury from UAS malfunctioning. Any injuries or damages resulting from such modifications or misuses could result in adverse publicity, which would negatively affect our brand and harm our business, prospects, financial condition and operating results.

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

We have developed security screening technologies that are adequate to counter various threats. We may be unable to prevent competitors from independently developing or selling products similar to or duplicate of our technology, and there can be no assurance that the resources invested by us to protect our Intellectual Property will be sufficient. We may be unable to secure or retain ownership or rights. In addition, we 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 we are found to infringe any third-party rights, we could be required to pay substantial damages or we could be enjoined from offering some of products and services. Also, there can be no assurances that we will be able to obtain or renew from third parties the licenses we need in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

In addition, the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. It is also possible that the intellectual property rights of others could bar us from licensing and exploiting any patents that are issued from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

We have limited insurance coverage, which could subject us to significant costs and business disruption.

We have limited liability insurance coverage for our products and business operations. We may not be able to secure additional product liability insurance coverage on acceptable terms or at reasonable costs when needed. A successful liability claim against us due to injuries or damages suffered by our users could materially and adversely affect our financial conditions, results of operations and reputation. Even if unsuccessful, such a claim could cause us adverse publicity, require substantial costs to defend, and divert the time and attention of our management. In addition, we do not have any business disruption insurance. Any business disruption could result in substantial cost to us and diversion of our resources. Furthermore, the United States, Canada or any other jurisdiction relevant to our business may impose requirements for maintaining certain minimum liability or other insurance relating to the operation of UASs. Such insurance policies could be costly, which would reduce the demand for our UASs. Alternatively, certain insurance products that would be desirable to UAS operators may not be commercially available, which would increase the risks of operating our UASs and also reduce the demand for them.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct our business or sell our products, including the Canadian Corruption of Foreign Public Officials Act, the FCPA, and other anti-corruption laws and regulations. These anti-corruption laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a "foreign official" for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation.

We have direct or indirect interactions with officials and employees of government agencies and state-owned affiliated entities in the ordinary course of business. We have also entered into joint ventures and/or other business partnerships with government agencies and state-owned or affiliated entities. These interactions subject us to an increased level of compliance-related concerns. We are in the process of implementing policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives, consultants, agents and business partners with applicable anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations. However, our policies and procedures may not be sufficient, and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our shares.

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

Certain directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The BCBCA provides that in the event that a director or senior officer has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director or senior officer must disclose his interest in such contract or agreement. A director who has a material interest in a contract or proposed contract or agreement andthat is material to the issuer must 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. We cannot assure you that such conflicts will resolve in our favor.

We have granted, and may continue to grant, stock options under our stock option plan, which may result in increased share-based compensation expenses.

We adopted a new stock option plan in 2016 (the "2016 Plan"), to incentivize our employees, directors and consultants and align their interests with ours. We recognize expenses in our consolidated statement of loss in accordance with IFRS. Under our current stock option plan,the 2016 Plan, we arewere authorized to grant stock options to purchase up to 10% of our Company's issued and outstanding common shares. As of November 30, 2021,2022, there were 4,225,0004,025,000 stock options granted and outstanding. As of November 30, 2021,2022, our unrecognized share-based compensation expenses relating to unvested awards, amounted to $307,734$Nil.

On October 17, 2022 we adopted a long-term equity incentive plan (the "2022 Plan") which replaced the 2016 Plan. All options granted under the 2016 Plan remain in full force and effect. The 2022 Plan provides for the grant of Awards with Awards including options to purchase shares, deferred share units, restricted share units, stock appreciation rights and other share-based awards that may be granted pursuant to the 2022 Plan. The aggregate number of common shares to be reserved for issuance upon the exercise or redemption of all Awards granted under the 2022 Plan is ten percent (10%) of the issued and outstanding common shares at the time of granting of Awards (on a non-diluted basis).

We believe the granting of share-based awards is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based awards to employees in the future. However, the number of shares reserved for issuance under our share incentive plan may not be sufficient to recruit new employees and to compensate existing employees. Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Thus, our ability to attract or retain highly skilled employees may be adversely affected by declines in the perceived value of our equity or equity awards. To attract and retain qualified employees, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit. We may be the subject of complaints or litigation from customers, employees or other third parties for various actions. The damages sought against us in some of these litigation proceedings could be substantial. We cannot assure you that we will always have meritorious defenses to the plaintiffs' claims. While the ultimate effect of these legal actions cannot be predicted with certainty, our reputation and the result of operations could be negatively impacted. The proceedings we may be involved in from time to time could incur substantial judgments, fines, legal fees or other costs and have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

Epidemics and pandemics, such as the COVID-19 pandemic, could materially disrupt the Company's business and have a negative impact on the Company's financial results and financial conditioncondition.

We are vulnerable to the general economic effects of epidemics, pandemics and other public health crises, such as the COVID-19 pandemic. Due to the recent outbreak of COVID-19, there has been a substantial curtailment of travel and business activities, which is causing significant disruptions to the global economy. The extent to which COVID-19 impacts our results will depend primarily on future developments, which are highly uncertain and cannot be predicted with confidence, including the severity and duration of the crisis, the speed and effectiveness of vaccine and treatment developments and deployment, potential mutations of COVID-19, and the impact of actions taken and that will be taken to contain COVID-19 or treat its impact, among others. For example, if COVID-19 continues to spread, we may need to limit operations or implement additional restrictions as a result of widespread government restrictions.

We have been affected in a number of ways, such as the way in which we deal with our researchers and their activities, and planning for and carrying out clinical trials, all of which have experienced some short-term disruption and may suffer long-term changes in the way we will do business. Actions such as government lock downs have slowed or, in some cases, temporarily stopped research and development activities and clinical trials. Various safety protocols for personal interactions may hamper research and development activities. To date, since we are mostly focused on the activities related to research and development, we have not experienced the larger adverse economics of a slowed economy; however, we do expect that timelines for our research and development, clinical trials, regulatory approvals and bringing our products to market will cause our operational costs to be greater than anticipated in this current fiscal year and going forward. The financial effect will be that our development expenses will increase, and we will have to obtain additional capital funding. Any required additional equity funding will be dilutive to the equity of our investors and debt financing will have restrictive covenants that could adversely affect our business plans and operational objectives. Any further funding that we may need may not be available or even if available it may not be on terms that are acceptable to the Company.

Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and operational challenges faced by our customers. Continued outbreaks of COVID-19 could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn or a global recession that could cause significant volatility or decline in the trading price of our securities, affect our ability to execute strategic business activities, affect demand for our products and likely impact our operating results. These may further limit or restrict our ability to access capital on favorable terms, or at all, lead to consolidation that negatively impacts our business, weaken demand, increase competition, cause us to reduce our capital spend further, or otherwise disrupt our business.

Risks Relating to the Common Shares

If our Company's business is unsuccessful, our shareholders may lose their entire investmentinvestment.

Although shareholders will not be bound by or be personally liable for 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 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 OTCQB, there is no active market for our common shares, and no significant U.S. market may develop. If such a market develops, prices on that market are also likely to be highly volatile. As a result, an investor may find it difficult to sell, or to obtain accurate quotations of the price of our common shares.

Factors that could adversely affect the price of our common shares include:

• ● fluctuations in our operating results;

• ● changes to governmental regulation;

• ● litigation;

• ● general stock market and economic conditions;

• ● number of shares available for trading (float); and

• ● inclusion in or dropping from stock indexes.

If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence in our Company and the market price of our common shares may be materially and adversely affected.

Prior to the public listing of our common shares, we were a private company with limited accounting and financial reporting personnel and other resources to address our internal control over financial reporting. In connection with the audit of our consolidated financial statements as of and for the year ended November 30, 2021,2022, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the PCAOB, a "material weakness" is a deficiency, or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses that have been identified relate to our lack of sufficient accounting and financial reporting personnel with requisite knowledge of and experience in application of IFRS rules, and lack of financial reporting policies and procedures that are commensurate with IFRS and SEC reporting and compliance requirements. We are in the process of implementing a number of measures to address the material weaknesses and deficiencies that have been identified. See "Item 15. Controls and Procedures." However, we cannot assure you that these measures may fully address the material weaknesses and deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.

We are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F. In addition, once we cease to be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting because of the existence of a material weakness if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our common shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

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

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

• •the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

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  •the sections of the Exchange Act, including Section 14, regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

• •the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

• •the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we publish our material events through press releases, distributed pursuant to the rules and regulations of the CSE. Press releases relating to material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information which would be made available to you were you investing in a U.S. domestic issuer.

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 Exchange Act. 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.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.

We will incur increased costs after we cease to qualify as an "emerging growth company."

We are a public company and continue to incur significant legal, accounting and other expenses and costs associated with our public company reporting obligations. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.07 billion in revenues for our last fiscal year, we qualify as an "emerging growth company" pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting.

We may be disqualified from being considered as an emerging growth company pursuant to the JOBS Act if we no longer meet the definition of an emerging growth company based on our total annual gross revenues. Specifically, we will cease to be an emerging growth company as of the end of the fiscal year in which we exceed $1.07 billion in total annual gross revenues. After we are no longer an "emerging growth company," we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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 Rule 3a51-1 of the Exchange Act. 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).

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 securityAerospace & Defense and threat detectionUAV / UAS technology industry.industries.

Our success largely depends upon on the performance of the directors and officers and our continuing ability to attract and retain highly qualified personnel. The loss of the services of these persons, or the failure to attract highly qualified personnel in the future, may have a material adverse effect on our business and prospects. Moreover, our competitors may hire and gain access to the expertise of our former employees, or our former employees may compete with us. There is no assurance that we will be successful in attracting, integrating, motivating, and retaining key personnel or that former employees will not compete with in the future. If we are unable to retain our key personnel and attract additional qualified personnel as and when needed, our business may be adversely affected.

Since certain of our officers and directors are located in Canada and the United Kingdom, 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.

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

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

The Company was incorporated as Alexandra Capital Corp. under the BCBCA on October 17, 2011. The head office, principal address and registered and records office of the Company are located at Suite 206700 - 10451199 West 8^th Avenue,Hastings Street, Vancouver, British Columbia V6H 1C3.V6E 3T5. We have three wholly owned subsidiaries, Plymouth Rock Technologies Inc., a Delaware corporation, Plymouth Rock Technologies Inc., incorporated in England and Wales, and Tetra Drones Ltd., incorporated in England and Wales.

Former listing on the TSXV

On May 2, 2012, the Company was listed on the TSXV as a CPC. On August 11, 2014, the Company completed its Qualifying Transaction with arm's length vendor Eastland Management Limited, whereby the Company was granted an option to acquire a 100% interest in Eastland's Southern Belle exploration project.

Transition to listing on the Canadian Securities Exchange

On March 10, 2016, the Company was listed on the CSE and voluntarily delisted from the TSXV.

Business acquisition of Plymouth Rock USA and name change

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. and changed its trading symbol on the CSE to "PRT" (See "Business Acquisition" section of this report).

Commencement of trading on the Frankfurt Stock Exchange in Germany

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

Depositary Trust Company eligibility

On February 12, 2019, the Company's common shares became eligible for electronic clearing and settlement through the DTC. DTC eligibility is expected to simplify the process of trading and enhance liquidity of the Company's common shares.

Commencement of trading on the facilities of the OTCQB

Effective August 27, 2019, the Company's common shares commenced trading on the OTCQB under the symbol: PLRTF.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our website address is www.plyrotech.com.

Historical Development of our Business

Entry into Defense Technology Industry by Acquisition of Plymouth Rock USA as a CSE Listed Company

Pursuant to an arm's length share purchase agreement dated June 21, 2018, with Plymouth Rock USA and its three shareholders, the Company acquired all of the issued and outstanding common shares of Plymouth Rock USA in consideration of the issuance of 3,000,000 common shares of the Company. As a result of the acquisition of Plymouth Rock USA, the Company's principal business activity, through its subsidiary Plymouth Rock USA, was changed from mineral exploration to developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company focuses on detection methods with and without the need for a checkpoint of the suspect who is being screened. The Company's planned products encompass the very latest radar, imaging, and UAS technologies for quickly detecting, locating and identifying the presence of threats and for search and rescue missions for law enforcement.

On March 26, 2021, the Company incorporated a new subsidiary in United Kingdom, Plymouth Rock Technologies UK Limited. The purpose of PRT UK is to augment the Company's existing research and development of the X-1 and X-V for the U.S. and EMEA markets. Many of the UK consultants of the Company became direct employees of the Company.

Acquisition of Tetra Drones

On June 7,4, 2021, the Company announced that it had completed the arm's length acquisition of Tetra Drones, a developer of custom-made, high-performance and niche UAS, which the Company had closely collaborated on sensor technology. Tetra Drones is a private company subsisting under the laws of England and Wales, which carries on the business of producing drones and was founded in 2017 in the UK. The acquisition of Tetra Drones provides the Company with a U.K. based production and sales team with experience selling to leading universities, law enforcement and environmental agencies for mission-specific UAS.

The Company acquired all of the then issued and outstanding shares of Tetra Drones, 100 ordinary shares held by the sole Shareholder, Mr. Ben Pickard. Pursuant to the share purchase agreement, the Company acquired Tetra Drones for the sum of £350,000 GBP ($579,682 CAD)579,682), payable on an installment basis as follows:

• £35,000•An amount of £35,000 ($60,021 CAD)60,021) within seven7 days after the execution and delivery of execution of athe definitive agreement by all parties, paid on June 12, 2021;

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

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

• •£140,000 ($222,771 CAD)222,771) within 120 days of the third payment. Upon the acquisition of Tetra Drones, the Company assumed Tetra Drones' outstanding loan of £13,000, the collateral of which loan was a leased vehicle. The loan amount outstanding as at November 30, 2022 was £13,253. On October 25, 2022, the loan and the vehicle were released to Mr. Pickard. The remaining acquisition cost of £140,000 was forgiven by Mr. Pickard in return of the full release of the leased vehicle to him and allowing Mr. Pickard to pursue a new venture within the industry. Thus, as of November 30, 2022, the Company's liabilities in the vehicle and the remaining balance in the acquisition cost had been extinguished.

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

The Company sought an independent valuation for Tetra's net assets as atof June 4, 2021. Tetra's working capital were all valued based on their carrying values as carrying value was deemed to approximate fair value as at June 4, 2021.

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

Since the transaction was deemed as an asset acquisition, all remaining amounts after deducting the net liabilities from consideration is allocated to Tetra's identifiable intangible asset (customer relationship total of $657,094). This will be amortized over a period of three years from date of acquisition.

B. Business Overview

Our Company

We are a security and threat detectionan Aerospace & Defense UAV / UAS technology company. We were formed by highly experienced scientists, engineers and business executives to develop and commercialize combined sensory and intelligence products. Our current activities are focused on the design, development and manufacture of security screening and threat detection technologyUAV / UAS solutions using radar imaging and signal processing technology to remotely detect assault firearms and suicide bombs concealed on the person or a carry bag with and without the need for a checkpointvariety of the suspect who is being screened.markets, from civil and commercial, to government and military. The Company's planned products encompass the very latest radar, imaging, and UAS technologies for quickly detecting, locating and identifying the presence of threats and for other applications such as, search and rescue missions for law enforcement, environmental and humanitarian missions for global government agencies, and inspection of infrastructure for structural damage. The decision to pivot the company to primarily be a designer and manufacturer of UAVs / UASs was due to the monumental potential the UAV market holds, with more and more organizations realizing the possibilities and potential of drones in order to improve their day-to-day operations, as well as reducing costs and increasing safety for employees and individuals.

Our Strategy

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

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

Our Industry

We operate in the threat detection systemsAerospace & Defense and global airport automated securityUnmanned Aerial Vehicle (UAV) / Unmanned Aircraft Systems (UAS) industries. The threat detection systems marketUAV Market is expectedprojected to reach US$84grow from USD $26.2 billion in 2022 to USD $38.3 Billion by 2024. 2027, at a CAR of 7.9% from 2022 to 2027.

The global airport automated security screeninguse of UAVs has been prevalent among defense forces worldwide for a long time. However, in recent times, several investments have been made by public and private sector organizations to develop new and sophisticated UAVs according to their requirements. The potential of UAVs to be used in several prospective applications in the civil and commercial sectors has led to advancements in them. The civil & commercial application segment of the UAV market is projected to reach US$16 Billion by 2024.grow significantly in the next 10 years.¹

Our Technologies

The Company's core technologies include: (1)have changed and its current focus is on the XV Unmanned Aerial Systems.

The Wi-Ti, - Wireless Threat Indication; (2) Shoe Scanner - SS1 Footwear Imaging Radar; (3) MiRIAD - Millimeter Remote Imaging from Airborne Drone; (4) SS-1 Shoescanner and CODA threat detection radar technology development have been put on hold so the Company can concentrate on the above related products.

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

1.X1 and XV Unmanned Aerial Systems; and (5) CODA - Cognitive Object Detection Apparatus.

1.Wi-Ti - Wireless Threat Indication

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

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

On February 19, 2019, the Company signed a memorandum of understanding with Abicom International, a Qualcomm authorized design partner, to assist in the continued development of the Plymouth 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 (IEDs).

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

2. Shoe Scanner - SS1 Footwear Imaging RadarUpdates

The SS1X1 multirotor aircraft has become a special-order aircraft. The users of this aircraft will use experimental and defense payloads. Almost all requests for the acquisition of these heavy lift aircraft involve an alteration to mount a sensor instrument or kinetic delivery device. The X1 to date has never sold in its basic configuration. This is a floor-mounted 3D imaging system that uses harmless millimeter-wave imaging techniquestestimony to inspect footwear to determine if it has been altered or is being used to transport concealed items, suchthe modularity and payload capability envisaged as weaponry, substances, compounds or electronic items. The SS1 can be used at security and identification checkpoints to eliminate the need for footwear removal, streamlining the security screening process and reducing bottle necks.its unique proposition.

The Shoe ScannerXV and XV-L is a Medium altitude long endurance fixed-wing UAS platform with the added capability of vertical take-off and landing. (VTOL) This capability allows operations in from a small open space to allow users long range operations without the requirement for a runway. The XV can launch from an area as small as 8 square meters autonomously and operate for up to 7 hours. Due to ongoing events in Taiwan, Eastern Europe, almost all requests on significant interest with are continually updating the XV platform. The modular architecture of the XV aircraft allows for the rapid screening of footwear without necessitating removal of shoes. Withsignificant adaption to take place; this includes a screening time of 30 persons per minute the Shoe Scanner is ideal for airport terminals, prisons/correctional facilities, public events and other high throughput, screening applications.hybrid or all electric propulsion system.

On March 12, 2019, theWe are also currently developing XMR - a 'super-heavy-lift' UAS for Military, Casualty / Medical Evacuation, and Cargo Transportation. The XMR is classified as a 'super heavy lift' UAS due to its capability of lifting up to 330 lbs. making it ideal solution for tasks that require higher than normal payloads. The Company announced that MMU assigned their millimeter wave shoe scanning technology intellectual propertywith sufficient R&D funding expects to the Companycomplete initial flight tests in 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.Q3 2023.

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¹ See: https://www.marketsandmarkets.com/Market-Reports/unmanned-aerial-vehicles-uav-market-662.html

Vivian Katsuris was Secretary from August 11, 2014 until March 16, 2022) (Age: 57)2022, and director from January 13, 2022 to March 16, 2022.

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 and director, but remained Secretary. FromSecretary until March 16, 2022. On November 22, 2021, until January 13, 2022 Ms. Katsuris acted as interim Chief Financial Officer, in addition to her role as Secretary. OnSecretary, from November 22, 2021, until January 13, 2022 the Company re-appointed Ms. Katsuris asand was a director. Ms Katsuris resigned as director and Secretary of the Company effectivefrom January 13, 2022 until March 16, 2022.

Ms. Katsuris has over 30 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 U.S. 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), Kapa Capital Inc. (TSXV-KAPA.P), Brascan Gold Inc. (CSE-BRAS) and also currentlycurrent serves as a director of Kapa Gold Inc. (formerly Kapa Capital Inc.) (TSXV-KAPA), Zenith Capital Corporation Inc (TSXV-ZENI.P), Brascan Gold Inc. (CSE-BRAS), and ACME Lithium Inc (CSE-ACME), and officer and director of Colossus Resources Corp (TSXV-CLUS).

Douglas Smith-Chairman, Director (Age: 54)55)

Douglas Smith has been a director since April 29, 2020, and Chairman of the Board of Directors since May 13, 2020.

Mr. Smith is the former Assistant Secretary for the U.S. Department of Homeland Security. Douglas is currently the Managing Partner of Kent Strategies and brings over two decades of international experience in business development, communications, coalition building, public policy, and creating and managing public-private partnerships among Federal, State and local governments, and private industry. He has managed large-scale special projects and initiatives both within and outside of government. Douglas is a frequent public speaker both domestically and internationally and regularly appears on national television as an expert on national security and managing crisis.

Angelos Kostopoulos-Director (Age: 65)

Angelos Kostopoulos has been a director of our Company since November 20, 2018.

Mr. Kostopoulos, is a Registered Tax Return Preparer as designated by the Internal Revenue Service, and has been a tax adviser listed by the U.S. Embassy in Athens since 1992. Currently he is a partner at Nakou & Associates Law Firm (Athens, Greece), and Strati & Partner (Tirana, Albania), where he advised clients on a wide range tax and financial compliance matters. Since 2011 he has served as the president of Blue White Capital LLC a privately held, climate-friendly project developer, integrator, principal and 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 a Master of Laws (International Business) from the University of Cumbria.

Khalid M. Al-Ali-DirectorAl-- Director (Age: 51)52)

Dr. Khalid M. Al-Ali has been a director of our Company since July 8, 2020.

Dr. Al-Ali brings deep experience and expertise to his roles in various organizations, having spent much of his career in Silicon Valley. He is the Co-Founder and Executive Chairman of Senseta, a world leader in mission-critical big data fusion, artificial intelligence and drone-powered deep technologies. He is the Co-Founder and Chairman of the Silicon Valley Space Business Roundtable. He was the Executive Director of the University of California Office for NASA Partnerships and the University Affiliated Research Center. Dr. Al-Ali was the advisor to the Board of Directors of Qatar Foundation and CEO of the Qatar Science and Technology Park Project. He was a founding member of both Qatar's Information Technology and Communication Committee and the Steering Committee of the Information Technology and Communication Project. Dr. Al-Ali is the principal inventor of U.S. and worldwide-patented technologies, along with a multitude of disclosed inventions not yet patented. He holds a Ph.D. in Mechanical and Electrical Engineering from the University of California at Berkeley and dual B.S. degrees in Mechanical and Aerospace Engineering from the University of Colorado at Boulder.

Thomas Nash-DirectorNash-Former Director (Age: 56)57)

Thomas W. Nash has beenwas a director of our Company sincefrom July 31, 2020.2020 to March 31, 2023.

Mr. Nash is the Chairman and CEO of Xalles Holdings Inc., a Fintech holding company. Mr. Nash has provided strategic business advice to more than 200 firms worldwide from small firms to large organizations such as U.S. Bank, MasterCard, and Citibank. He also led the implementation of financial systems within the U.S. Government's Department of Defense and Department of Homeland Security as well as helped launch successful startup ventures in the payment, eCommerce and IT fields.

Carl Cagliarini-DirectorAngelos Kostopoulos-Former Director (Age: 50)65)

Carl Cagliarini has beenAngelos Kostopoulos was a director of our Company since January 13, 2022, our Chief Strategy Officer sincefrom November 20, 2018 and currently heads Plymouth Rock UK. Mr. Cagliarini is an innovator and entrepreneur. Mr. Cagliarini co- founded the Company in 2016 to capture essential defense technologies and intellectual property that needed focus and appropriate finance to take them from concept to reality, with the goal of transforming the national security and defense capabilities of NATO allies. As Chief Strategy Officer of the Company, Mr. Cagliarini drives strategic direction and product roadmap of the Company, with a primary focus on the aerospace team.

Mr. Cagliarini has an extensive background in assisting tech-business transformation and significant success in telecommunications and laser technology breakthroughs which include delivery of the first wireless internet networks through to managing ground to space communication capabilities using laser technologies.July 19, 2022.

Mr. Cagliarini servesKostopoulos is a Registered Tax Return Preparer as a pro bono Chairman of a North West Academies Trust Ltd., recognized for excellence in Special Educational Needsdesignated by the UK Government review 2017. Mr. Cagliarini also works closely withInternal Revenue Service, and has been a tax adviser listed by the UK Department of Industry and Trade on the promotion of UK and Commonwealth defense and security technologies, which includes working with the UK Home Office and several UK universities on technology spin out. Mr. CagliariniU.S. Embassy in Athens since 1992. Currently he is a graduatepartner at Nakou & Associates Law Firm (Athens, Greece), and Strati & Partner (Tirana, Albania), where he advised clients on a wide range tax and financial compliance matters. Since 2011 he has served as the president of Blue White Capital LLC a privately held, climate-friendly project developer, integrator, principal and 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 a Master of Laws (International Business) from the University of Liverpool.Cumbria.

Tim Crowhurst - Former Director (Age: 56)

Tim Crowhurst was a director of our Company from July 13, 2019, to January 5, 2022. He was also a director of our Company from October 17, 2011 to July 30, 2013.

Mr. Crowhurst is President of Sea Level Communications Ltd., and a former Administrative Tribunal Judge of the Immigration Appeal Division of Canada's Immigration and Refugee Board. He brings to Plymouth a long history in managing public companies, as well as a strong understanding of border security measures and international immigration movements. Prior to commencing a successful issue and crisis management consultancy in 1993, he was an advisor to several Canadian Cabinet Ministers.

Family Relationships

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

B. Compensation

During the years ended November 30, 20212022 and November 30, 2020,2021, compensation was paid (which includes contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date) to our directors and officers received the following compensation:as follows:

Notes:

⁽¹⁾Carl Cagliarini was appointed as interim CEO effective February 3, 2023.

⁽²⁾Dana Wheeler ceased to be President and Chief Executive Officer effective February 3, 2023.

⁽³⁾Susan Gardner was appointed as Chief Financial Officer effective January 13, 2022.

⁽⁴⁾Zara Kanji ceased to be Chief Financial Officer on November 22, 2021. Ms. Kanji was appointed as a director effective April 10, 2023.

⁽⁵⁾This refers to accounting fees and rent paid to a company controlled by Ms. Kanji.

⁽⁶⁾Philip Lancaster was appointed as President and Secretary effective February 3, 2023.

⁽⁷⁾ Vivian Katsuris previously acted as interim CFO for the Company from November 22, 2021, to January 13, 2022, and was appointed as a director effectivefrom January 13, 2022. Ms. Katsuris ceased2022 to be a director and Secretary of the Company effective March 16, 2022.

⁽²⁾This refers to shares with a deemed value of $0.25 per share based on $125,000 paid to Douglas Smith as compensation pursuant to the consulting agreement with Mr. Smith. The amount represents payment owing under the consulting agreement for the fiscal year ended November 30, 2020.

⁽³⁾Zara Kanji ceased to be Chief Financial Officer on November 22, 2021.

⁽⁴⁾This refers to accounting fees and rent paid to a company controlled by the CFO.

⁽⁵⁾Tim Crowhurst ceased to be a director on January 13, 2022.

⁽⁶⁾George Stubos ceased to be a director on July 30, 2020.

⁽⁷⁾This refers to rent paid to a company controlled by a former director.

⁽⁸⁾ This refers to 656,250 shares issued with a total fair value of $0.47 per share based on $307,734 paid to Douglas Smith as compensation pursuant to the consulting agreement with Mr. Smith. The amount represents payment owing under the consulting agreementSmith for the fiscal year ended November 30, 2021. Further, additional 78,125 shares issued with a fair value of $17,188 as payment to his consulting services rendered for the fiscal year ended November 30, 2022.

⁽⁹⁾Thomas Nash ceased to be a director on March 31, 2023.

⁽¹⁰⁾Angelos Kostopoulos ceased to be a director on July 19, 2022.

⁽¹¹⁾Tim Crowhurst ceased to be a director on January 13, 2022.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharingprofit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Written Management Agreements

Carl Cagliarini, Interim CEO, has a consulting agreement with the Company for compensation of $16,500 per month with a 180- day notice of termination.

Dana Wheeler, director and former CEO, has a services agreement with the Company. The agreement is to pay for services at US$20,000 per month. The CEO can terminate the agreement with a 30 days'6 month notice. The Company has to give 6 months' notice for any termination without cause. Mr. Wheeler's resignation as President & CEO was effective on February 3, 2023 but he remains a director of the Company.