##### Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 20-F   (Mark One) ☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☒
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report November 6, 2018 For the transition period from
 to Commission file number 000-24342   GRAPH
BLOCKCHAIN INC. (Exact name of Registrant as specified in its charter)   N/A (Translation of
Registrants name into English) British Columbia, Canada (Jurisdiction of incorporation or organization) 2161 Yonge Street, Suite 210, Toronto, Ontario, Canada, M4S 3A6 (Address of principal executive offices) (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. None Securities
registered or to be registered pursuant to Section 12(g) of the Act.  Title of Each Class

Name of each Exchange on which
RegisteredCommon Shares

Canadian Securities Exchange Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None




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Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as
of the close of the period covered by the annual report. 138,284,581 as of November 20, 2018. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.  ☐ Yes  ☒ No If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ☐ Yes  ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.  ☒ Yes  ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive
Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).  ☐ Yes  ☒ No Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated
filer  ☐                Accelerated
filer  ☐                Non-accelerated filer  ☒ Emerging growth company  ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
The term new or revised financial accounting standard refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:  U.S. GAAP  ☐

International Financial Reporting Standards as issued
by the International Accounting Standards Board  ☒

Other  ☐ If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.  ☐ Item 17  ☐ Item 18 If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes  ☐ No




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Table of Contents  Part IItem 1.

Identity of Directors, Senior Management and Advisers


1Item 2.

Offer Statistics and Expected Timetable


2Item 3.

Key Information


2Item 4.

Information on the Company


11Item 4.

A. Unresolved Staff Comments


18Item 5.

Operating and Financial Review and Prospects


18Item 6.

Directors, Senior Management and Employees


26Item 7.

Major Shareholders and Related Party Transactions


33Item 8.

Financial Information


34Item 9.

The Offer and Listing


35Item 10.

Additional Information


36Item 11.

Quantitative and Qualitative Disclosures about Market Risk


48Item 12.

Description of Securities Other Than Equity Securities


48Part IIItem 13.

Defaults, Dividend Arrearages and Delinquencies


48Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds


48Item 15.

Controls and Procedures


48Item 16.

A. Audit Committee Financial Experts


49Item 16.

B. Code of Ethics


49Item 17.

C. Principal Accountant Fees and Services


49Item 18.

D. Exemptions from the Listing Standards for Audit
Committees


49Item 19.

E.  Purchases of Equity Securities by the Company and Affiliated Purchasers


49Item 20.

F.  Change in Registrants Certifying
Accountant


49Item 21.

G. Corporate Governance


49Item 22.

H. Mine Safety Disclosure


49Part IIIItem 23.

Financial Statements


49Item 24.

Financial Statements


49Item 25.

Exhibits


50




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Part I References in this Shell Company Report on Form 20-F to we, our, the
Company and the Issuer refer to Graph Blockchain Inc. and its predecessor, Reg Technologies Inc., as applicable, individually and collectively with its subsidiaries as the context requires. Brief Introduction On November 6, 2018, the Issuer
entered into an Amalgamation Agreement (the Amalgamation Agreement) among Reg Technologies Inc., 2659468 Ontario Inc., a wholly-owned subsidiary of the Issuer incorporated pursuant to the laws of the Province of Ontario, Canada
(Subco) and Graph Blockchain Limited, a corporation incorporated under the laws of Ontario, Canada (Graph), whereby Subco and Graph amalgamated under the provisions of the Ontario Business Corporations Act (the
OBCA), with Graph being the surviving entity of the amalgamation (the Amalgamation) and becoming a wholly-owned subsidiary of Reg Technologies Inc. A copy of the Amalgamation Agreement is attached to this Form 20-F as Exhibit 4.3. The Amalgamation was consummated on November 6, 2018, Reg Technologies Inc. changed its name to Graph Blockchain Inc. and began conducting the principal business of Graph (the
Acquisition). Immediately prior to the Amalgamation, the Issuer did not operate a business and was a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Prior to becoming a shell company, the Issuer was principally a development stage company engaged in the
business of developing and commercially exploiting an improved axial vane-type rotary engine known as the RadMax rotary technology used in the design of lightweight and high efficiency engines, compressors and pumps. In September 2016, the Issuer entered into an asset purchase and sale agreement with REGI U.S., Inc. (Regi), which was amended and restated
on February 14, 2017, pursuant to which the Issuer sold all of its assets, including but not limited to all intellectual property, to Regi (the Sale Agreement). A copy of the Sale Agreement is attached to this Form 20-F as Exhibit 4.2. The transaction received approval from the TSX Venture Exchange on February 17, 2017. The Issuers shares were voluntarily delisted from the TSX Venture Exchange at such time. The
Issuer subsequently issued its shareholdings in Regi as a dividend in kind to its shareholders following such delisting and ceased business operations. As a result of the Amalgamation, the Issuer has consummated a fundamental change transaction and has now ceased to be a shell company. The Issuer
is required pursuant to Rule 13a-19 under the Exchange Act to disclose the information in this Form 20-F that would be required to be disclosed if it were registering
securities under the Exchange Act.  Item 1.
Identity of Directors, Senior Management and Advisers  A.
Directors and Senior Management The Companys board of directors (the Board) was reconstituted in conjunction with the closing of the Acquisition. Immediately prior to the Acquisition, the Companys directors and senior management constituted the following individuals:  Name

Position with Company

Business AddressPaul Chute

Director, CEO and CFO

Suite 500  666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6,Susanne Robertson

Director

Suite 500  666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6Dr. James Slinger

Director

Suite 500  666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6 Upon closing the Acquisition, the directors and officers of the Company who were either not continuing with the Company or who
were continuing with the Company in a different capacity delivered their resignations, and the new directors and senior management were appointed and remain in office as set forth below:  Name

Position

Business AddressPeter Kim

Chief Executive Officer, Director and Chairman

2161 Yonge Street, Suite 210 Toronto, Ontario, Canada, M4S 3A6Steve Kang

Chief Financial Officer and Corporate Secretary

2161 Yonge Street, Suite 210 Toronto, Ontario, Canada, M4S 3A6David Posner

Director

2161 Yonge Street, Suite 210 Toronto, Ontario, Canada, M4S 3A6Todd Shapiro

Director

2161 Yonge Street, Suite 210 Toronto, Ontario, Canada, M4S 3A6  1




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B.
Advisers The Companys legal counsel is McMillan LLP, Brookfield Place, 181 Bay Street, Suite 4400, Toronto, Ontario, Canada.  C.
Auditors. The auditor of Graph is MNP LLP, located at 111 Richmond Street West, Suite 300, Toronto, Ontario M5H 2G4, Canada. The auditor of the Reg Technologies was Malone Bailey LLP, located at 9801 Westheimer Road, Suite 1100, Houston, Texas 77042, which audited the financials
statements of the Issuer for the years ended April 30, 2018 and April 30, 2017. The previous auditor of Reg Technologies was A Chan & Company LLP, located at Unit 114B (2nd
Floor) 8988 Fraserton Court, Burnaby, British Columbia V5J 5H8 Canada, which audited the financial statements of the Issuer for the years ended April 30, 2016 and April 30, 2015.  Item 2.
Offer Statistics and Expected Timetable Not applicable  Item 3.
Key Information  A.
Selected financial data Financial Data of the Reg Technologies Inc. The
summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, (i) the consolidated financial statements of the Issuer, as of and for the years ended
April 30, 2018, 2017 and 2016, together with the notes thereto, (ii) the financial statements of Graph for the period from incorporation (November 22, 2017) to July 31, 2018, together with the notes thereto, as well as (iii) the
pro forma consolidated statement of the financial position of the Issuer as at July 31, 2018, each of which appear elsewhere in this Form 20-F. The financial statements of the Issuer as of and for the
years ended April 30, 2018 and April 30, 2017 were audited by Malone Bailey, LLP. The financial statements of the Issuer as of and for the years ended April 30, 2016 were audited by A Chan and Company, LLP The financial statements of
Graph for the period from incorporation (November 22, 2017) to July 31, 2018 were audited by MNP LLP. Each of the financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board. The following table is a summary of selected financial information of the Issuer for each of the
past five fiscal years ended April 30 and for the three month period ended July 31, 2018:   Fiscal Years Ended April 30,2018$


2017$


2016$


2015$


2014$Accounting Standards


IFRS



IFRS



IFRS



IFRS



IFRSRevenue


















Loss from continuing operations


(69,955
)


(105,762
)


(1,646,708
)


(994,230
)


(297,653
)Net loss


(69,955
)


(105,762
)


(1,646,708
)


(994,230
)


(297,653
)Loss from continuing operations per share


(0.01
)


(0.02
)


(0.33
)


(0.20
)


(0.08
)Current assets


4,357



4,010



3,149



1,524,511



2,407,093Total assets


4,357



4,010



3,149



1,524,511



2,659,180Working Capital


(248,794
)


(178,839
)


(264,952
)


1,381,756



2,097,116Capital stock


13,636,565



13,636,565



13,636,565



13,636,565



13,636,565Weighted average number of shares


4,954,715



4,937,256



4,932,967



4,932,973



3,713,412  2




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Three months endedJuly 31, 2018$Accounting Standards


IFRSRevenue


Loss from continuing operations


(104,673
)Net loss


(104,673
)Loss from continuing operations per share


(0.02
)Current assets


5,159Total assets


5,159Working Capital


(353,467
)Capital stock


13,636,565Weighted average number of shares


4,954,715 The consolidated financial statements of the Issuer for each of the past five fiscal years ended April 30 and for the
three month period ended July 31, 2018, as well as the pro forma consolidated statement of financial position as at July 31, 2018 is attached starting on page F-1 of this Form 20-F. Financial Data of Graph The following table is a summary of selected financial information of Graph for the period from date of incorporation (November 22, 2017) to July 31, 2018
and as at July 31, 2018:  2018$Accounting Standards


IFRSRevenue


15,000Loss from continuing operations


(3,772,838
)Net loss


(3,772,838
)Loss from continuing operations per share


(0.04
)Current assets


3,308,950Total assets


3,333,677Working Capital


2,529,505Capital stock


6,251,195Weighted average number of shares


96,881,395 The audited financial statements of Graph for the period from incorporation (November 22, 2017) to July 31, 2018 is
included to the financial statements starting on page F-1 of this Form 20-F. Currencies and Exchange Rates: Unless otherwise
indicated, all monetary references herein are denominated in Canadian Dollars. References to $, CAD$ or Dollars are to Canadian Dollars and references to US$ or U.S. Dollars are to United
States Dollars. The following tables set forth, for the periods indicated, the exchange rates based on the daily bid rates quoted on OANDA. Such rates
are the number of Canadian dollars per one (1) U.S. Dollar.  2018$


2017$


2016$


2015$


2014$Average Annual Exchange Rate for year ended April 30:


1.2777



1.3177



1.3153



1.1491



1.0597 According to the Bank of Canada on July 31, 2018, the exchange rate was CAD$1.3017 for US$1.00 and the average exchange
rate over the three months ended July 31, 2018 was CAD$1.3041 for US$1.00. As of November 20, 2018, the exchange rate was CAD$1.3259 for US$1.00. The high and low exchange rates during the previous six months was CAD$1.3310 and CAD$1.2288 for
US$1.00.  3




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The average exchange rate for the period from November 22, 2017 to July 31, 2018 was CAD$1.2822
for US$1.00.  B.
Capitalization and Indebtedness The Issuers audited financial statements for fiscal year ended April 30, 2018 as required under Item 18 are attached hereto starting on page F-1 of this Form 20-F. All of the financial information is presented herein in accordance with IFRS, as issued by the International Accounting Standards Board. Below is a statement of the capitalization and indebtedness (including indirect and contingent indebtedness) of the Company as at July 31, 2018, showing
the Issuers capitalization on a pro forma basis as if the Acquisition had been completed as of that date. It is important that you read this table together with, and it is qualified by reference to, our audited consolidated financial
statements, the Graph audited financial statements and the unaudited pro forma consolidated statement of financial position of the Issuer, each attached hereto starting on page F-1 of this Form 20-F. As at July 31, 2018 Assets  Current assets

Issuer $


Graph $


Pro formaadjustments $


Combined $Cash and cash equivalents


802



2,363,978



648,460



3,013,240Trade and other receivables


4,357



179,217



(29,818
)


153,756Inventory






534,392







534,392Prepaid expenses and other assets






231,363







231,363Total current assets


5,159



3,308,950



618,642



3,932,751Property and equipment, net






24,727







24,727Total assets


5,159



3,333,677



618,642



3,957,478Liabilities and shareholders equityCurrent liabilitiesAccounts payable and accrued liabilities


358,626



245,053



(275,206
)


328,473Contract liabilities






534,392







534,392358,626



779,445



(275,206
)


862,865Total liabilities


358,626



779,445



(275,206
)


862,865Shareholders equityShare capital


13,636,565



6,251,195



(10,485,398
)


9,402,362Reserves


12,005,421



75,865



(11,713,383
)


367,903Accumulated other comprehensive income






10







10Deficit


(25,995,453
)


(3,772,838
)


23,092,629



(6,675,662
)Total shareholders equity


(353,467
)


2,554,232



893,848



3,094,613Total liabilities and shareholders equity


5,159



3,333,677



618,642



3,957,478 For more information and context regarding the pro forma adjustments presented above, please refer to the unaudited pro forma
consolidated statement of financial position of the Issuer, attached hereto.  C.
Reasons for the offer and use of proceeds Not Applicable. There is no current offering of securities by the Issuer on the date of this Form 20-F. See Item 4.A
for details regarding the Concurrent Financing that closed together with the Acquisition.  4




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D.
Forward-Looking Statement and Risk Factors Forward Looking Statements Certain statements contained
in this Form 20-F constitute forward-looking information and forward-looking statements (collectively, forward-looking statements) pursuant to the applicable securities laws. All statements,
other than statements of historical fact, contained in this Form 20-F are forward-looking statements, including, without limitation, statements regarding the future financial position, business strategy,
proposed acquisitions, budgets, projected costs and plans and objectives of the Issuer. The use of any of the words anticipate, intend, continue, estimate, expect, may,
will, plan, project, should, believe and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Examples of such statements include: (A) expectations regarding the Issuers ability to
raise capital; (B) the intention to grow the business and operations of the Issuer; and (C) the use of available funds of the Issuer. Actual results and developments are likely to differ, and may differ materially, from those expressed or
implied by the forward-looking statements contained in this Form 20-F. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the
economy generally; obtaining requisite licenses or governmental approvals to conduct business; the revenues from the Issuers proposed business relating to Blockchain technology, if any revenues are obtained; consumer interest in the products
of the Issuer; competition; and anticipated and unanticipated costs. These forward-looking statements should not be relied upon as representing the Issuers views as of any date subsequent to the date of this Form
20-F. Although the Issuer has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Issuer.
Additional factors are noted under Risk Factors in this Form 20-F. The forward-looking statements contained in this Form 20-F are expressly qualified in
their entirety by this cautionary statement. The forward-looking statements included in this Form 20-F are made as of the date of this Form 20-F and the Issuer does not
undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation. Risk Factors An investment in the Company must be
considered highly speculative due to the nature of the Companys business. The risk and uncertainties below are not the only risks and uncertainties the Company may have. Additional risks and uncertainties not presently known to the Company or
that the Company currently considers immaterial may also impair the business, operations and future prospects of the Company and cause the price of our securities to decline. If any of the following risks actually occur, the business of the Company
may be harmed and its financial condition and results of operations may suffer significantly. In addition to the risks described elsewhere and the other information in this Form 20-F, the Company notes the
following risk factors: Limited Operating History of Graph Graph has a limited operating history. Graph and its business prospects must be viewed against the background of the risks, expenses and problems frequently
encountered by companies in the early stages of their development, particularly companies in new and rapidly evolving markets such as the blockchain and business intelligence markets. There is no certainty that the Graph will operate profitably in
the future or at all. Negative Operating Cash Flow Graph has negative cash flow from operating activities. It is anticipated that the Issuer will continue to have negative cash flow in the short term. Continued
losses may have the following consequences:  a)
increasing the Issuers vulnerability to general adverse economic and industry conditions;  b)
limiting the Issuers ability to obtain additional financing to fund future working capital, capital
expenditures, operating costs and other general corporate requirements; and  c)
limiting the Issuers flexibility in planning for, or reacting to, changes in its business and industry. No Profits to Date Graph has not made any profits since its incorporation and it may not be profitable for the foreseeable future or at all. Its future profitability will, in
particular, depend upon its success in developing its database solution and to the extent to which it is able to generate significant revenues. Because of the limited operating history and the uncertainties regarding the development of blockchain
technology, management does not believe that the operating results to date should be regarded as indicators for the Issuers future performance.  5




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Additional Requirements for Capital Substantial additional financing may be required if the Issuer is to successfully develop its Blockchain business. No assurances can be given that the Issuer
will be able to raise the additional capital that it may require for its anticipated future development. Any additional equity financing may be dilutive to investors and debt financing, if available, may involve restrictions on financing and
operating activities. There is no assurance that additional financing will be available on terms acceptable to the Issuer, if at all. If the Issuer is unable to obtain additional financing as needed, it may be required to reduce the scope of its
operations or anticipated expansion. Expenses May Not Align With Revenues Unexpected events may materially harm the Issuers ability to align incurred expenses with recognized revenues. The Issuer incurs
operating expenses based upon anticipated revenue trends. Since a high percentage of these expenses may be relatively fixed, a delay in recognizing revenues from transactions related to these expenses (such a delay may be due to the factors
described elsewhere in this risk factor section or it may be due to other factors) could cause significant variations in operating results from quarter to quarter, and such a delay could materially reduce operating income. If these expenses are not
subsequently matched by revenues, the Issuers business, financial condition, or results of operations could be materially and adversely affected. Product and Services Not Completely Developed The Issuers bespoke Blockchain solutions are currently in the quality testing phase and are being tested by the internal research and development team.
Substantial corporate resources will be expended on developing the Issuers Graph Blockchain Solution into a commercialized product. The future success of the Issuer is therefore substantially dependent on a continued research and development
effort. In addition to being capital intensive, research and development activities relating to sophisticated technologies, such as those of the Issuer, are inherently uncertain as to future success and the achievement of a desired result. If delays
or problems occur during the Issuers ongoing research and development process, important financial and human resources may need to be diverted toward resolving such delays or problems. Further, there is a material risk that the Issuers
research and development activities may not result in a functional, commercially viable product. Failure to successfully commercialize the Issuers Graph Blockchain Solution may materially and adversely affect the Issuers financial
condition and results of operations. Further details regarding the Graph Blockchain solution may be found in Item 4.B Business Overview. Market Acceptance If the Issuers
Graph Blockchain Solution does not gain market acceptance, its operating results may be negatively affected. If the markets for the Issuers solution fail to develop, develop more slowly than expected or become subject to increased competition,
its business may suffer. As a result, the Issuer may be unable to: (i) successfully market its solution; (ii) develop new products or services; or (iii) complete new products and services currently under development. If the
Issuers solution is not accepted by its customers or by other businesses in the marketplace, the Issuers business, operating results and financial condition will be materially affected. Global Financial Developments Stress in
the global financial system may adversely affect the Issuers finances and operations in ways that may be hard to predict or to defend against. Financial developments seemingly unrelated to the Issuer or to its industry may adversely affect the
Issuer over the course of time. For example, material increases in any applicable interest rate benchmarks may increase the debt payment costs for any credit facilities. Credit contraction in financial markets may hurt its ability to access credit
in the event that the Issuer identifies an acquisition opportunity or require significant access to credit for other reasons. A reduction in credit, combined with reduced economic activity, may adversely affect business. Any of these events may have
a material adverse effect on the Issuers business, operating results, and financial condition. Compliance with Complex Domestic
and Foreign Laws The Issuer is subject to a variety of laws and regulations in Canada and South Korea that involve matters central to its business,
including Blockchain, user privacy, data protection, intellectual property, distribution, contracts and other communications, consumer protection, and taxation. South Korean laws and regulations may be more restrictive than those in Canada or the
United States. South Korean laws and regulations, particularly with respect to Blockchain, are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often
uncertain, particularly in the new and rapidly evolving industry in which the Issuer operates. Existing and proposed laws and regulations can be and may be costly to comply with and can delay or impede the development of new products, result in
negative publicity, increase the Issuers operating costs, require significant management time and attention, and subject the Issuer to claims or other remedies, including fines or demands that the Issuer modify or cease existing business
practices. The Issuer may in the future enter into agreements or conduct activities outside of South Korea, which expansion may present additional
complexities in terms of the Issuers legal compliance, which could adversely affect the results of operations and/or financial condition of the Issuer.  6




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Risks of South Korean Operations and Foreign Operations Generally A significant portion of the Issuers operations are and for the foreseeable future are anticipated to be conducted in South Korea. As such, the Issuers operations may be adversely affected by changes in South Korean government policies and legislation, particularly with respect to
Blockchain, or social instability and other factors which are not within the control of Issuer, including, but not limited to, recessions, expropriation, nationalization and limitation or restriction on repatriation of earnings, longer receivables
collection periods and greater difficulty in collecting accounts receivable, changes in consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, regulatory requirements or the personnel administering them,
currency fluctuations and devaluations, exchange controls, economic sanctions and royalty and tax increases, risk of terrorist activities, revolution, border disputes, especially with North Korea, implementation of tariffs and other trade barriers
and protectionist practices, taxation policies, including royalty and tax increases and retroactive tax claims, volatility of financial markets and fluctuations in exchange rates, difficulties in the protection of intellectual property (which is
discussed in further detail below under Protection of Intellectual Property Rights), labour disputes and other risks arising out of South Korean governmental sovereignty over the areas in which Issuers operations are conducted. The
Issuers operations may also be adversely affected by social, political and economic instability and by laws and policies affecting foreign trade, taxation and investment. If the Issuers operations are disrupted and/or the economic
integrity of its contracts is threatened for unexpected reasons, its business may be harmed. In the event of a dispute arising in connection with the
Issuers operations in South Korea, the Issuer may be subject to the exclusive jurisdiction of South Korean courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian
judgments in such other jurisdictions. The Issuer may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Issuers activities in
South Korea could be substantially affected by factors beyond the Issuers control, any of which could have a material adverse effect on the Issuer. Management of the Issuer is unable to predict the effect of additional corporate and regulatory formalities which may be adopted in the future including
whether any such laws or regulations would materially increase the Issuers cost of doing business or affect its operations in South Korea. The
Issuer may in the future enter into agreements and conduct activities outside of South Korea, which expansion may present challenges and risks that the Issuer has not faced in the past, any of which could adversely affect the results of operations
and/or financial condition of the Issuer. Regulatory Risks Changes in or more aggressive enforcement of laws and regulations, including with respect to Blockchain, could adversely impact the Issuers business.
Failure or delays in obtaining necessary approvals could have a materially adverse effect on the Issuers financial condition and results of operations. Furthermore, changes in government, regulations and policies and practices could have an
adverse impact on the Issuers future cash flows, earnings, results of operations and financial condition. Regulatory agencies could shut down or restrict the use of platforms using Blockchain based technologies. This could lead to a loss of
any investment made in the Issuer and may trigger regulatory action by the Ontario Securities Commission, the SEC or other securities regulators. Internal Controls The Issuers
management is based out of Toronto, Canada, the location of the Issuers head office. Given that a majority of the activities of the Issuer take place in its South Korea branch office, including sales, research, and development activities, the
ability of the Issuers executive management to oversee operations may be negatively impacted. While management periodically reviews and analyzes the operations of South Korea branch and has regular consultations with the management of this
branch, an operational or financial deficiency that is not prevented or detected in a timely manner due to the nature of the Issuers operations may materially and adversely affect the Issuer and results of operations. The Issuer is currently
working to enhance the Issuers internal controls structure as it relates to its operations in South Korea. Dependence on
Internet Infrastructure; Risk of System Failures, Security Risks and Rapid Technological Change The success as a developer of Blockchain-based
platforms will depend by and large upon the continued development of a stable public infrastructure, with the necessary speed, data capacity and security, and the timely development of complementary products such as high-speed modems for providing
reliable internet access and services. It cannot be assured that the infrastructure that supports blockchain-based technologies will continue to be able to support the demands placed upon it by this continued growth or that the performance or
reliability of the technology will not be adversely affected by this continued growth. It is further not assured that the infrastructure or complementary products or services necessary to make blockchain-based technologies viable will be developed
in a timely manner, or that such development will not result in the requirement of incurring substantial costs in order to adapt the Issuers services to changing technologies.  7




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Disruption of its Information Technology Systems The Issuer relies on information technology in virtually all aspects of its business. A significant disruption or failure of its information technology systems
could result in service interruptions, security violations, regulatory compliance failures, and inability to protect information and assets against intruders, and other operational difficulties. Attacks perpetrated against its information systems
could result in loss of assets and critical information and exposes it to remediation costs and reputational damage. A significant disruption or cyber intrusion could lead to misappropriation of assets or data corruption and could adversely affect
its results of operations, financial condition and liquidity. Additionally, if the Issuer is unable to acquire or implement new technology, it may suffer a competitive disadvantage, which could also have an adverse effect on its results of
operations, financial condition and liquidity. Cyber-attacks could further adversely affect the Issuers ability to operate information technology and business systems, or compromise confidential customer and employee information. Risk of Theft and Hacking Hackers or
other groups or organizations may attempt to interfere with the Graph Blockchain Solution or the availability of it in a variety of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or
consensus-based attacks. Errors in Issuers Products The Issuers products are highly technical and complex. The Issuers products may now or in the future contain undetected errors, bugs, or
vulnerabilities. Some errors in the Issuers products may only be discovered after they have been released. Any errors, bugs, or vulnerabilities discovered in the Issuers products after release could result in damage to the Issuers
reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect the Issuers business and financial results. Protection of Intellectual Property Rights The Issuers strategy to protect any intellectual property rights it may have in the Graph Blockchain Solution is to rely on a combination of intellectual
property protections, including patent applications, in the United States and South Korea, and license, employment and confidentiality agreements and software security measures to further protect its technology and brand. South Korea, where most of the Issuers product development has taken place and will take place in the future, has been a World Trade Organization (WTO)
member since 1995. WTO member nations must include certain intellectual property protection standards in their national laws, including with respect to patents, copyrights and trademarks. South Korea is also a signatory to a number of international
intellectual property agreements. Nevertheless, the steps the Issuer has taken to protect any rights may not be adequate to avoid the misappropriation of
its technology or independent development by others of technologies that may be considered a competitor, particularly if the Issuers patent applications in the United States and South Korea are not approved. The Issuers intellectual
property rights may expire or be challenged, invalidated or infringed upon by third parties. Any misappropriation of the Issuers technology or development of competitive technologies could harm its business and could subject it to substantial
costs in protecting and enforcing any intellectual property rights, and/or temporarily or permanently disrupt its sales and marketing of the affected products or services. Violation of Third Party Intellectual Property Rights The only significant intellectual property rights of the Issuer are certain intellectual property rights the Issuer may obtain in the Graph Blockchain Solution
and in other future products and solutions it develops. Although the Issuer is not aware of violating commercial and other proprietary rights of third parties, there can be no assurance that its products do not violate proprietary rights of third
parties or that third parties will not assert or claim that such violation has occurred. Although no legal disputes in this respect or perceptible detrimental effects on the Issuer business have arisen to date, any such claims and disputes arising
may result in liability for substantial damages which in turn could harm the Issuers business, results of operations and financial condition. Use of Open Source Software The
Issuers Graph Blockchain Solution makes use of and incorporates open source software components. These components are developed by third parties over whom the Issuer has no control. There are no assurances that those components do not infringe
upon the intellectual property rights of others. The Issuer could be exposed to infringement claims and liability in connection with the use of those open source software components, and the Issuer may be forced to replace those components with
internally developed software or software obtained from another supplier, which may increase its expenses. The developers of open source software are usually under no obligation to maintain or update that software, and the Issuer may be forced to
maintain or update such software itself or replace such software with internally developed software or software obtained from another supplier, which may increase its expenses. Making such replacements could also delay enhancements to its products.  8




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Certain open source software licenses provide that the licensed software may be freely used, modified and
distributed to others provided that any modifications made to such software, including the source code to such modifications, are also made available under the same terms and conditions. As a result, any modifications the Issuer makes to such
software may be made available to all downstream users of the software, including its competitors. In addition, certain open source licenses provide that if the Issuer wishes to combine the licensed software, in whole or in part, with its
proprietary software, and distribute copies of the resulting combined work, the Issuer may only do so if such copies are distributed under the same terms and conditions as the open source software component of the work was licensed to the Issuer,
including the requirement to make the source code to the entire work available to recipients of such copies. The types of combinations of open source software and proprietary code that are covered by the requirement to release the source code to the
entire combined work are uncertain and much debated by users of open source software. An incorrect determination as to whether a combination is governed by such provisions will result in non-compliance with
the terms of the open source license. Such non-compliance could result in the termination of the Issuers license to use, modify and distribute copies of the affected open source software and the Issuer
may be forced to replace such open source software with internally developed software or software obtained from another supplier, which may increase its expenses. In addition to terminating the affected open source license, the licensor of such open
source software may seek to have a court order that the proprietary software that was combined with the open source software be made available to others, including its competitors, under the terms and conditions of the applicable open source
license. Competition The markets
for Blockchain-based technology and database management systems generally are highly competitive on a local, national and international level. There are
no assurances that established companies in the Blockchain and database management industries, which may have greater financial, technical, and marketing resources than the Issuer does, will not choose to directly enter into the Issuers niche
market and complete with the Issuers products and services. The Issuers competitors may also have a larger installed base of users, longer operating histories or greater name recognition than the Issuer will. Dependence on Third Party Relationships The Issuer is highly dependent on a number of third party relationships to conduct its business and implement expansion plans, including its relationships with
IBM, Rainbow Soft Co. Ltd. (Rainbow) and the Issuers development consultant, Bitnine Global Inc. (Bitnine), one of two joint venture partners who collectively founded Graph under the Joint Venture
Agreement dated November 21, 2017 between Bitnine and Datametrex AI Limited (Datametrex) establishing Graph as a joint venture (the Joint Venture Agreement). As of the date hereof, Rainbow is the
Issuers sole distributor and IBM accounts for materially all revenue contracts obtained to date. Furthermore, Bitnine is the Issuers sole external development consultant, and historically the Issuer placed a material reliance on it to
fulfill revenue contracts and to perform certain research and development activities. It cannot be assured that these relationships will turn out to be as advantageous as currently anticipated or that other relationships would not have proven to be
more advantageous. More specifically, some of the risks include: assurance that such entity will perform their obligations as agreed, each companys ability to continue as an ongoing concern, and a termination of the relationship with the
Issuer. Key Personnel The future
success of the Issuer will depend, in large part, upon its ability to retain its key management personnel and to attract and retain additional qualified marketing, sales and operational personnel to form part of its technical and customer services
support staff. The Issuer may not be able to enlist, train, retain, motivate and manage the required personnel. Competition for these types of personnel is intense. Failure to attract and retain personnel, particularly marketing, sales and
operational personnel, could make it difficult for the Issuer to manage its business and meet its objectives. Failure to manage growth successfully may
adversely impact the Issuers operating results. The growth of the Issuers operations places a strain on managerial, financial and human resources. The Issuers ability to manage future growth will depend in large part upon a number
of factors, including the ability to rapidly:  a)
build and train development, sales and marketing staff to create an expanding presence in the evolving
marketplace for the Issuers products;  b)
attract and retain qualified technical personnel in order to administer technical support required for
customers located in Canada, the United States and other countries around the world;  c)
develop customer support capacity as sales increase, so that customer support can be provided without diverting
resources from product sales efforts; and  d)
expand internal management and financial controls significantly, so that control can be maintained over
operations as the number of personnel and size of the Issuer increases.  9




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Inability to achieve any of these objectives could harm the business and operating results of the Issuer. Failure to Grow at the Rate Anticipated Graph is a start-up company with a limited history of sales and no record of profitability. If the Issuer is unable to
achieve adequate revenue growth, its ability to become profitable may be adversely affected and the Issuer may not have adequate resources to execute its business strategy. Management of Growth The Issuer may be
subject to growth-related risks including pressure on its internal systems and controls. The Issuers ability to manage its growth effectively will require it to continue to implement and improve its operational and financial systems. The
inability of the Issuer to deal with this growth could have a material adverse impact on its business, operations and prospects. While management believes that it will have made the necessary investments in infrastructure to process anticipated
volume increases in the short term, the Issuer may experience growth in the number of its employees and the scope of its operating and financial systems, resulting in increased responsibilities for the Issuers personnel, the hiring of
additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Issuer will also need to continue to implement and improve its operational, financial and
management information systems and to hire, train, motivate and manage its employees. There can be no assurance that the Issuer will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the
Issuers operations or that the Issuer will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with this growth. Litigation The Issuer may become
involved in litigation that may materially adversely affect it. From time to time in the ordinary course of the Issuers business, it may become involved in various legal proceedings. Such matters can be time-consuming, divert managements
attention and resources and cause the Issuer to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on the Issuers business, operating
results or financial condition. More specifically, the Issuer may face claims relating to information that is retrieved from or transmitted over the
Internet or through the solution and claims related to the Issuers products. In particular, the nature of the Issuers business exposes it to claims related to intellectual property rights, rights of privacy, and personal injury torts. Conflicts of interest The directors
of the Issuer are required by law to act honestly and in good faith with a view to the best interests of the Issuer and to disclose any interests, which they may have in any project or opportunity of the Issuer. If a conflict of interest arises at a
meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. Conflicts, if any, will be subject to the procedures and remedies as provided under the British Columbia Business
Corporations Act (the BCBCA). To the best of the Issuers knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest between the Issuer and its directors and officers except
that certain of the directors and officers may serve as directors and/or officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Issuer and their duties as a director or officer of such other
companies. Currency Risk While the
Issuer is headquartered in Canada, has applied to list its Common Shares on a Canadian stock exchange and typically raises funds in Canadian dollars, certain of its operations may be conducted in Asia, the United States and Europe. As such, the
Issuers results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Issuer. No dividend history No dividends have
been paid by the Issuer to date. The Issuer anticipates that for the foreseeable future it will retain future earnings and other cash resources for the operation and development of its business. Payment of any future dividends will be at the
discretion of the Board after taking into account many factors, including the Issuers financial condition and current and anticipated cash needs. Market for Securities and Volatility of Share Price There can be no assurance that an active trading market in the Issuers securities will be established or sustained. The market price for the
Issuers securities could be subject to wide fluctuations. Factors such as announcements of quarterly variations in operating results and acquisition or disposition of properties, as well as market conditions in the industry, may have a
significant adverse impact on the market price of the securities of the Issuer. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular
companies.  10




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Shareholders Interest may be Diluted in the Future The Issuer will require additional funds for its planned activities. If the Issuer raises additional funding by issuing equity securities, which is highly
likely, such financing could substantially dilute the interests of the Issuers shareholders. Sales of substantial amounts of shares, or the availability of securities for sale, could adversely affect the prevailing market prices for the
Issuers shares. A decline in the market prices of the Issuers shares could impair the ability of the Issuer to raise additional capital through the sale of new common shares should the Issuer desire to do so.  Item 4.
Information on the Company  A.
History and Development of the Company Name and Incorporation The Issuer was incorporated
under the name Reg Resources Corp. by Notice of Articles dated October 6, 1982, under the Company Act (British Columbia). The incorporation documents of the Issuer were amended on (i) February 23, 1993, to change the name of the
Issuer to Reg Technologies Inc., (ii) April 5, 2005, to affirm that the pre-existing company provisions no longer apply to the Issuer, (iii) November 27, 2012 to increase the authorized share
capital of the Issuer; and (iv) November 6, 2018, to change the name of the Issuer to Graph Blockchain Inc. The head office of the Issuer is
located 2161 Yonge Street, Suite 210, Toronto, Ontario, Canada, M4S 3A6. The Issuer is a reporting company in British Columbia and Ontario and its shares
are listed for trading on the Canadian Securities Exchange (the CSE). The Issuer maintains its registered and records office at 1055
West Georgia Street, Royal Centre, Suite 1500, Vancouver, BC, V6E 4N7. The Issuer also has a sales office at
610-1125 Howe Street, Suite 32, Vancouver, British Columbia, Canada, V6Z 2K8 and a branch office in Seoul, Korea at #A504, 401, Yangcheon-ro, Gangseo-gu, South Korea. Additionally, a sales partner and significant shareholder of the Issuer, Bitnine, has a sales office in Silicon Valley, California at 3945 Freedom Circle, Suite 260, Santa Clara, CA 95054
USA. While management of the Issuer is located in Toronto, Ontario, Canada, a significant portion of the Issuers activities as of the date of this
Form 20-F, including product development, sales and distribution, occur in South Korea. South Korean branch
office is subject to the laws and regulations of South Korea and is necessary for the Issuers operations in South Korea and allows the Issuer to comply with the laws of South Korea, which is conducive to maintaining positive relationships with
local entities upon whom the Issuers operations are substantively reliant as of the date of this Form 20-F. All books and records of the branch office are located at its office in South Korea. The Issuers wholly owned subsidiary, Graph, will have its head and registered office 2161 Yonge Street, Suite 210, Toronto, Ontario, Canada, M4S 3A6. The following chart illustrates the intercorporate relationships that exists among the Issuer and its subsidiaries as at the date hereof.  LOGO  11




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General Development of the Business Immediately prior to the Acquisition, the Issuer did not operate a business. Prior to such time, and during the Issuers three most recently completed
financial years, the Issuer was principally a development stage company engaged in the business of developing and commercially exploiting an improved axial vane-type rotary engine known as the RadMax rotary technology used in the design of
lightweight and high efficiency engines, compressors and pumps. In September 2016, the Issuer entered into the Sale Agreement with Regi, which was
amended and restated on February 14, 2017. The consideration received was 51,757,119 common shares of Regi. The Issuer obtained shareholder approval for the transaction by special resolution at a special meeting of the shareholders on
November 18, 2016. The transaction received approval from the TSX Venture Exchange on February 17, 2017. The Issuers shares were voluntarily delisted from the TSX Venture Exchange at such time. The Issuer subsequently issued its
shareholdings in Regi as a dividend in kind to its shareholders following such delisting. The Board of Directors of the Issuer announced on June 29,
2018 that the Company and Graph entered into a non-binding Letter of Intent (the LOI) pursuant to which the Issuer would acquire all of the issued and outstanding securities of Graph in a
reverse takeover transaction and the resulting issuer would continue the current business of Graph. As described herein, Graph is a Blockchain development company that provides high performance Blockchain solutions that include graphic data analysis
and consulting services, implementation of data mining analysis through the use of graph databases and speed enhancements of Blockchain control systems for corporations and government agencies. Blockchain refers to a distributed
ledger technology comprised of blocks that serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions, whereby the blocks are chained together using cryptographic signatures. Shareholder approval for the consolidation (the Consolidation) of the issued and outstanding common shares of Reg Technologies Inc. on the
basis of one new common share for every ten (10) common shares of Reg Technologies Inc. and the filing of articles of amendment pursuant to the BCBCA to change the name of the Issuer to Graph Blockchain Inc. was obtained at an
annual and special meeting of the shareholders of the Issuer on September 17, 2018. The Consolidation was effective as of October 22, 2018 The
Acquisition was approved by the shareholders of Graph at a special meeting held on September 4, 2018 and was approved by a majority of the shareholders of the Issuer by way of written resolution on October 17, 2018. Pursuant to the terms of the Acquisition, each shareholder of Graph would receive one Common Share of the Issuer for each share of Graph held prior to
completion of the Acquisition. On November 6, 2018, Graph commenced a private placement of 3,354,866 units at $0.30 per unit for aggregate gross
proceeds of $1,006,460 (each, a Financing Unit), each comprised of one share (a Financing Share) and one warrant (a Financing Warrant) that closed concurrently with the Acquisition (the
Concurrent Financing). The Financing Shares and Financing Warrants issued in connection with the Concurrent Financing were subsequently exchanged for Common Shares and Warrants of the Company on completion of the Acquisition on a
one for one basis. The Financing Warrants entitled the holder to acquire one Graph Share for each Financing Warrant held at a price of $0.40 per Graph Share for a period of 18 months from the closing of the Concurrent Financing, which were exchanged
for Warrants of the Company with similar terms on a 1:1 basis at the closing of the Acquisition as described below. In connection with the Acquisition
and the Concurrent Financing, a fee equal to 0.5% of the pre-money valuation of Graph in Common Shares was paid to 514 Finance Inc. (the Finders Fee and such shares, the
Finders Fee Shares) in accordance with Canadian securities laws. The Acquisition On November 6, 2018, the Issuer entered into the Amalgamation Agreement with Subco and Graph to carry out the Acquisition initially announced by the
Issuer on June 29, 2018 following the signing of the LOI. The Acquisition was carried out by way of a three-cornered amalgamation in accordance with the provisions of the OBCA, pursuant to which, among other things:  a)
Subco and Graph amalgamated to form an amalgamated corporation pursuant to the OBCA
(Amalco), which retained the name Graph Blockchain Limited, in the manner set out in the Amalgamation Agreement;  b)
Each common share of Graph issued and outstanding immediately prior to the time (the Effective
Time) of the Amalgamation (including the Financing Shares, the Graph Shares) was exchanged by each Graph shareholder for one fully paid and non-assessable common share of the
Issuer (the Common Shares);  c)
each Graph Share exchanged for 1 fully paid and non-assessable Common
Share in accordance with paragraph (b) above was cancelled;  d)
each Subco common share issued and outstanding immediately prior to the Effective Time was exchanged for one
share of common shares of Amalco;  12




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e)
each Subco common share exchanged for one common share of Amalco in accordance with paragraph (d) above
was cancelled;  f)
Amalco issued 999,900 common shares of Amalco to the Issuer;  g)
each of the 1,665,818 warrants of Graph issued to certain finders of Graph (Graph Finders
Warrants) that were outstanding immediately prior to the Effective Time was exchanged for one warrant of the Issuer on economically equivalent terms (the Finders Warrants);  h)
all Graph Finders Warrants exchanged for Finders Warrants in accordance with Paragraph
(g) were cancelled;  i)
each Financing Warrant outstanding immediately prior to the Effective Time was exchanged for one warrant of the
Issuer on economically equivalent terms (Warrants)  j)
all Financing Warrants exchanged for Warrants of the Issuer in accordance with paragraph (i) were
cancelled; AND  k)
Amalco became a wholly-owned subsidiary of the Issuer. The Acquisition of Graph was an arms length reverse takeover transaction for the Issuer. No formal valuation was commissioned or received in connection
with the Acquisition.  B.
Business Overview Current Operations Effective on the closing of the
Acquisition, the Company has been carrying on the business of Graph. Graph is a private company incorporated under the laws of the Province of Ontario
and is based in Toronto, Ontario. Graph is a Blockchain technology company that develops, markets and implements high performance private Blockchain database management solutions. Blockchain as used herein means a distributed ledger
comprised of blocks that serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions. Blocks are chained together using cryptographic signatures. Graph was established as a joint venture company between Bitnine and Datametrex on November 22, 2017. Datametrex is a reporting issuer in British
Columbia, Alberta and Ontario listed on the TSX Venture Exchange that is focused primarily on collecting, analyzing and presenting structured and unstructured data using machine learning and artificial intelligence, and engaging in industrial scale
cryptocurrency mining. Datametrex was incorporated under the OBCA on March 4, 2011 and is based in Toronto, Ontario, Canada. Bitnine is a private company incorporated in the State of California on November 12, 2015 that specializes in
providing graph database management systems and data modelling solutions and is based in San Francisco, California. Most significantly, Bitnine developed the AgensGraph solution on which the Graph Blockchain Solution is substantially
dependent, as is discussed in further detail below. Pursuant to the terms of the Joint Venture Agreement, Datametrex was responsible for organizing the
corporation and for arranging for its initial financing. Bitnine was in turn responsible for assisting in the development of the Graph Blockchain Solution prototypes and is also responsible for marketing and selling the product in South Korea, a
jurisdiction in which Bitnine has a significant customer base. At a high level, the Companys business will revolve around its Graph
Blockchain Solution, currently in the quality testing phase for version 1.0. The Graph Blockchain Solution enables users to replicate the full set of transactions of a peer in the Blockchain by modeling them in a graph database. In
computing, a graph database is a database that gives equal importance to data and the relationships between data points. A key benefit of the graph structure is the ability to link data from a variety of different sources directly (in this case,
separate blocks in the chain), and retrieve them with one operation. Specifically, the graph database modeling provides for a unique and more streamlined way of filtering through Blockchain based data, providing users with querying capabilities,
data optimization, and advanced analytics. In addition to enhanced transaction speed, Graph Blockchain solution provides essential benefits such as time-to-market
agility, visualization of data flows, and transparent transactions. Since the solution uses a hybrid of both graph and traditional relational databases, it offers flexibility in terms of development in situations where the applicable business
environment continuously changes. As a complete end-to-end solution that is designed to integrate fully into an end users existing technical infrastructure, Graph
offers customized business intelligence applications and dashboards for the end user, according to the clients needs, giving users enhanced traceability and analytical insights. Please refer to Item 5.C Research and Development, patents
and licenses for a more detailed breakdown of the existing and planned features and functionalities of the Graph Blockchain Solution. As of the
date hereof, the Company has not entered into any contracts with end users for its Graph Blockchain Solution. Rather, the Company, together with its development partner, Bitnine, has contracted with several large multinational entities to build
scaled down prototypes to provide such entities with a proof of concept for the Graph Blockchain Solution. These scaled down prototypes are built on the basis of an earlier version of the Graph Blockchain Solution and provides users with only a
fraction of the functionality that the Graph Blockchain Solution will offer. As part of this prototype building process, the Company has gained a considerable amount of feedback and  13




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insight on its product from both Bitnine, who built the scaled down prototype (on the basis of the core Blockchain engine provided by the Company) and from the end users. It is this technical
knowledge transfer, insight and feedback that the Company intends to employ as it begins to market its Graph Blockchain Solution. Despite its involvement
in the Blockchain industry, the Company is not a cryptocurrency company and has no intention of holding cryptocurrencies or otherwise accepting cryptocurrencies as a method of payment for its Graph Blockchain Solution Products and Services 1.Products The Issuers principal product is the Graph Blockchain Solution, which is discussed above. As of the date hereof, the Issuer already has a number of contracts in respect of the development of customized prototype Blockchain interfaces based on the
underlying Graph Blockchain Solution, all of which, with the exception of a contract with Revive Therapeutics Ltd., are with customers in South Korea. With respect to a majority of these contracts, the Issuer has already delivered to the end user a
prototype solution which the end user is currently reviewing within the context of their business to ensure it meets their needs. Such contracts are therefore not referenced in Item 5.D Trend Information and Business Objectives, which
provides additional details on the projected timelines for previously announced contracts for which the prototypes are still in development, such as Samsung. With the exception of the contract for Samsung, which is also referenced in Item 5.D
Trend Information and Business Objectivesabove, all of the contracts discussed below have been fulfilled by the Issuer as of the date of this Form 20-F. These prototype contracts are all independent from any future contracts for the development of the full-scale Graph Blockchain Solution and none of the
customers below have any obligation to proceed with the purchase and integration of the Graph Blockchain Solution.  

On December 14, 2017, Graph entered into a Collaboration and Services Agreement with Revive Therapeutics
Ltd. in connection with developing a Blockchain solution for Revives proprietary patient-focused program enabled by artificial intelligence dedicated to the medical cannabis industry valued at $15,000. Revive is a publicly traded corporation
on the TSX Venture Exchange operating in Ontario, Canada that is focused on the research, development and commercialization of novel therapies and technologies for the medical cannabis and pharmaceutical sectors. Pursuant to the agreement, Graph
delivered an initial technical assessment (i.e. development plan) and corresponding budget for the development of a Blockchain solution on July 31, 2018 and invoiced Revive $5,000 for the work that was completed. Upon Revive completing their
review of the initial technical assessment, it is anticipated that a prototype will be developed in the first quarter of 2019. The balance of the contract will be due and payable once the prototype is completed. However, Revive has no contractual
obligation to proceed to the proof of concept prototype phase.  

On February 5, 2018, Graph, through a distribution agreement with Rainbow entered into a definitive
agreement in partnership with IBM for Hanhwa, a Korean conglomerate, pursuant to which the Issuer developed a large-scale graph database and Blockchain solution prototype in partnership with IBM for Hanwhas database management systems. The
prototype solution was inspected and certified by Rainbow on or about August 7, 2018. The Issuer has received funds for this prototype contract in the amount of approximately $160,000.  

On March 5, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a large-scale graph database and Blockchain solution prototype in partnership with IBM for KB Life Insurance Co, Ltd. (KB), a leading life insurance company headquartered in Seoul, South Korea. The prototype
solution was inspected and certified by Rainbow on or about August 7, 2018. The Issuer has received funds for this prototype contract in the amount of approximately $400,000.  

On August 3, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a private Blockchain Graph Blockchain Solution prototype in partnership with IBM for LG Electronics Inc. (LG), a multinational electronics manufacturer, headquartered in Seoul, South Korea. The solution is to
build a private enterprise Blockchain database management system. The prototype solution was inspected and certified by Rainbow on or about October 12, 2018. The Issuer has received funds for this prototype solution in the amount of
approximately $300,000.  

On October 2, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a private Blockchain solution prototype in partnership with IBM for Samsung Electronics Co. Ltd. (Samsung), the worlds largest manufacturer of mobile phones and smart phones, headquartered in Suwon,
South Korea. The solution is to build a private enterprise Blockchain database management system. Bitnine has since commenced work on the prototype solution and the Issuer expects to have the prototype completed by January 2019. Pursuant to the
terms of the definitive agreement, upon acceptance of the prototype solution, the Issuer anticipates receiving funds for this prototype solution in the amount of approximately $300,000.  14




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Receipt of funds for prototype solutions by the Issuer are initially deferred, and are recognized as revenue
upon the acceptance of the prototype solution. 2.Services While the Graph Blockchain Solution is expected to be simple to install and is not expected to disrupt existing business intelligence systems, the
Issuers business is anticipated to include an internal customer service team to assist users of the Graph Blockchain Solution with any customer service issues that may arise. Business Strategy 1.Production As of the date of this Form 20-F, the Issuer employs five full time research and
development employees, who are located in South Korea and who are responsible for building, testing and integrating the Blockchain technology and the graph database that comprise the Graph Blockchain Solution. With the development of version 1.0 of
the Graph Blockchain Solution being completed and currently in the quality testing phase, the Issuer is moving all significant research and development activities inhouse to its development team in South Korea, and is expected to gradually phase out
its reliance on external technical consulting from Bitnine. With respect to the prototype solutions discussed above, the Issuer relied extensively on the consulting and technical expertise of the development team at Bitnine for the prototypes
development and outsourced a significant amount of its technical work to them. As a result of this significant outsourcing, the development of these prototypes resulted in prototypes earning the Company minimal operating margins. The Issuer has made
significant progress towards, and intends to continue, enhancing the knowledge base of its technical team, largely through knowledge gained during the prototype development undertaken by Bitnine. By early 2019, the Issuer aims to only consult with
Bitnine for certain highly technical prototype builds and to perform the remainder of its research and development work in house. The margins on any contracts for the fully integrated Graph Blockchain Solution itself are anticipated by the Issuer to
be much higher. 2.Distribution and Target Markets Under the terms of the Joint Venture Agreement, Bitnine shares responsibility with the Issuer for the marketing and sales of Graphs products and
solutions. In addition, Graph currently has an agreement with Rainbow, a company with its head office and operations in the Republic Korea, dated
February 26, 2018, to act as a non-exclusive distributor in South Korea of its Graph Blockchain Solution (including the prototypes). Pursuant to the terms of the distribution agreement, attached to this
Form 20-F as Exhibit 4.5, Rainbow has a non-exclusive right to market and distribute products for the Issuer in South Korea for a period of twenty-four months. This
initial twenty-four month period may be renewed for a second twenty-four month period upon the prior mutual agreement of the parties. Under the terms of the agreement, once Rainbow has an order from a customer for the Issuers solution, Rainbow
shall provide the same order to the Issuer and the Issuer will then prepare an invoice for the work requested and begin modifying the Graph Blockchain Solution according to the specifications requested. Rainbow will be responsible for liaising with
the customer, delivering the solution to the customer, remitting all funds received from the customer to the Issuer and providing the Issuer with an inspection certificate once the product is accepted. As compensation for acting as a distributor,
Rainbow earns a fee equal to 5% of the value of the contract to the Issuer. As of the date hereof, almost all of the Issuers contracts for the
development of prototype solutions have been procured by IBM. As Graphs Blockchain Solution is based on IBMs Hyperledger Fabric, IBM is able to offer the Issuers solution as a seamless add-on
to existing technical solutions it is building for customers in a variety of industries. In other words, IBM is able to offer end users Graphs Blockchain Solution as an integrated component of the larger software solutions it is building for
companies like LG and Samsung. To reduce its economic dependence on IBM and to initiate direct sales of its customized software solutions, on
April 20, 2018, Graph established a South Korea branch office with a sales department. Through its Korean sales team, the Issuer intends to focus its sales efforts on engaging existing clients of Datametrex and Bitnine, including Samsung, LG
Electronics and Lotte, and entering into agreements with such companies for the development of bespoke Blockchain solutions. As of the date of this Form 20-F, the Korean sales team has not procured any
contracts for the Issuer. The Issuer also intends to build reseller and system integration (SI) partner networks, wherein the partners will incorporate the Issuers solutions as a complementary offering to their independent
products. The ultimate objective is that these partners will conduct an assessment of the clients needs and customize the Graph Blockchain Solution so that it is effectively integrated and functional for the clients environment. The
Issuers marketing and distribution strategy will consist of the combination of selling both directly and through partnerships, which is anticipated to increase the speed of market penetration. Graph has, and the Issuer plans to continue to
sponsor trade shows, conferences, and meet-ups to get market recognition among the Blockchain developer community and to generate sales leads. The Issuer also plans to contribute to the Hyperledger open source
community. Hyperledger is one of the leading open source frameworks initiated by the Linux Foundation, one of the largest non-profit organizations in the world dedicated to supporting open source technologies,
to support the collaborative development of Blockchain-based distributed ledgers. As the Issuer further grows and develops, the Issuer intends to sell its solutions in North America, Europe and Asia through such channels. For greater certainty, the
Issuer has no contracts in North America or Europe as of the date hereof.  15




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##### Table of Contents

The principal markets and industries for the solutions offered by the Issuer are expected to include, but
are not limited to:  

Public sector infrastructure, including the building of a bespoke secure payment gate solution for electric
vehicle charging stations;  

Fintech, including the provision of Blockchain solutions for efficient process of real-time transactions;  

Real estate, including the provision of Blockchain solutions and smart contracts;  

Logistics, including the development of Blockchain solutions for shipping and transport;  

Medical industry, including the provision of solutions to provide secure and manage transactions among highly
connected entities;  

Human Resources, including solutions to track and monitor employee work hours, employee productivity and computer
utilization hours; and  

Education sector, including solutions to verify and authenticate degree, diploma and transcript information. 3.Sales and Marking The Graph Blockchain Solution will be custom built and sold on an annual fee basis. This fee bundles costs such as solution, installation, initial setting,
configuration, warranties and upgrades. The Issuer is analyzing options for unbundling some of these components, which would allow it to reduce the current sticker price of individual units where economies of scale can be achieved. As of the date of
this Form 20-F, the Issuer has a dedicated sales team of 4 full time employees located in its Korean branch and 1 full time employee located in its Canadian head office. The teams current role includes
supporting IBMs sales proposals, initiating and building relationships with other customers with the goal of closing direct sales, and building the reseller and SI program. As described in the business objectives above, the Issuer also plans
on expanding the North American sales team 4.Specialized Skill and Knowledge The Issuer has a team with significant software development, go-to-market,
marketing and Blockchain experience, as is discussed in further detail below. This team is largely comprised of the Issuers employees and management, all of whom will be active in the day-to-day operations of the Issuer. For example, the employee in charge of Graphs research and
development team in Korea is a full-time employee that has developed businesses, planned and managed projects with various organizations such as government agencies and educational institutes in information technology for over 17 years, including
with Bitnine. Currently, he is in the process of obtaining his of Information Technology Engineering Ph.D. degree. His primary research includes traversal performance of Blockchain and use cases of Blockchain technology in databases. Moreover, since South Korean business environment in which the Issuer primarily operates is significantly different from that found in North America, the
management of the Issuer has been structured with the appropriate experience and expertise for operating in South Korea. This will assist the board in identifying the specific risks associated with the Issuer in operating in Korea, and will ensure
that the boards governance and oversight responsibilities are properly discharged. In terms of management experience in South Korea, the geographic
focus of the Issuers business as of the date of this Form 20-F, Steve Kang, the Chief Financial Officer of the Issuer, was born and educated in Korea and worked as a financial analyst for LG Honeywell in
Seoul, South Korea. In addition, both Steve Kang and Peter Kim, Chief Executive Officer and a director of the Issuer, are fluent in both English and Korean. The Issuer expects to retain independent certified translators when necessary to overcome
any language and cultural barriers. Moreover, senior management of the Issuer has taken multiple trips to Korea over the years and have spent considerable time with customers, partners and local advisors in South Korea in an effort to further
understand how business is conducted in South Korea. The Issuer also works with entities like IBM and its distributor, Rainbow, a marketing and distribution company located in Korea, to provide it with further insights on working within these
markets. These relationships are on an arms length basis and there is no common management between either of these entities and the Issuer. The Issuer further intends to utilize this experience and understanding to orient and train the other
members of its board of directors on the differences between the North American and the Korean market. These steps are expected to mitigate some of the risks associated with the language barrier and other cultural differences applicable to operating
in Korea. Accordingly, the Issuer believes that, through their previous experience and involvement with companies operating in South Korea, the
Issuers management and board have the requisite knowledge of the local business environment to effectively conduct business in South Korea and to develop a governance framework to mitigate the risks of operating in South Korea. The Issuers board consists of individuals with a breadth of expertise, including capital markets, sales and marketing. For example, David Posner acted
as Chief Executive Officer of Nutritional High International Inc. from May 2015 to July 2016, which is listed on the CSE. Prior to that, he had a twenty year career running privately held real estate funds both commercial and residential, based in
Toronto.  16




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##### Table of Contents

Competition The Company intends to operate in a niche market segment and focus on developing bespoke blockchain graph database management solutions for companies in a
variety of industries. While the Blockchain and database management markets are generally highly competitive with many established and emerging players,
including a number of technology companies that develop private enterprise blockchains such as LeewayHertz, NEM, Quest Global Technologies, and Kaleido, there are few companies focusing on the specific market segment the Company has identified.
Further, in the Companys view, should the intellectual property protections the Company has applied for be approved, it will be difficult for other companies to offer products and services similar to that of the Company. The Company believes that the Graph Blockchain Solution has the following strengths that differentiate it from the other available Blockchain or database
management systems on the market: Transaction Speed The Graph Blockchain Solutions speed and efficiencies make it an ideal Blockchain platform for real-time transactions, specifically in the fintech,
logistics, and real estate sectors. Data Management Utilizing its graph database platform, the Graph Blockchain Solution presents data to dashboards and user interfaces in real-time. Graphs technology
allows users to filter the data into transactional data and all the related data. This increases the solution efficiencies and is not otherwise available on the market to the Companys knowledge. The Companys research and development team
will also customize a solution that provides access to data for timely strategic decisions. Advanced Analytics The Graph Blockchain Solution provides real-time advanced analytics. Graphs approach provides access to business insights not available through
traditional platforms. Management believes what differentiates this solution from others is its unique method of organizing data. This allows it to generate executable business insights. Seasonality Not applicable Legal Proceedings There are no legal proceedings
to which the Issuer or its subsidiary is, or has been, a party or of which any of their property is, or has been, the subject matter. Additionally, to the reasonable knowledge of the management of the Issuer and its subsidiary, there are no such
proceedings contemplated. Material Effects of Governmental Regulations As of the date of this Form 20-F, the Issuer operates primarily in South Korea. The Issuer anticipates its operations
will be dependent on this emerging market for the near term future. As part of operating in South Korea, the Issuer is subject to the evolving legal
framework in South Korea with respect to Blockchain technology. To the knowledge of management of the Issuer, while cryptocurrency exchanges and other aspects of the digital currency industry have been curtailed by the Korean government and
regulators, no restrictions or conditions have been imposed by the Korean government and regulatory authorities on the ability of the Issuer to operate in Korea in the manner in which its business is presently conducted. While there are risks to the Issuer associated with changes in the existing legal framework with respect to Blockchain, generally, Koreas legal system,
which is a civil law based system, has experienced political and economic stability for many years, despite ongoing military tensions with North Korea. Nevertheless, given the constantly evolving nature of the Issuers industry, the Issuer
intends to work closely with Korean legal advisors to ensure it is continually able to conduct its business as intended as the legal framework develops. Management and the board of the Issuer will revisit the risks associated with operating in Korea
to the extent there are changes to the legislative framework and adjust its business and governance practices accordingly.  17




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##### Table of Contents

Due to the nature of its business, the Issuer is also subject to the legal regime in South Korea with
respect to intellectual property. The Issuers strategy to protect any intellectual property rights it may have in the Graph Blockchain Solution is to rely on a combination of intellectual property protections, including patent applications,
license, employment and confidentiality agreements and software security measures to further protect its technology and brand. South Korea has been a World Trade Organization (WTO) member since 1995. WTO member nations must include certain
intellectual property protection standards in their national laws, including with respect to patents, copyrights and trademarks. South Korea is also a signatory to a number of international intellectual property agreements. Management believes the
standard of intellectual property protection in such jurisdiction to be of a reasonably high standard and thus does not view intellectual property infringement to be a material risk as it relates to its operations in South Korea. The Issuer currently owns no real property in South Korea and does not anticipate any local laws and customs regarding rights and ownership to property to
impact its business. The Issuer is not aware of any restrictions on the ownership of property which might impact its business. As the Issuer will use
South Korean distributors to facilitate the payment to the Issuer from the sale of its Graph Blockchain Solution to end user customers, the Issuer will also need to rely on and understand banking customs in South Korea. From their prior experience
in operating in Korea, management of the Issuer believes that Koreas banking system and standards for professional services are comparable to that of North American countries. Further, according to the Korea Financial System Stability
Assessment by the International Monetary Fund in 2014: Korea has a well-developed payment, clearing and settlement infrastructure, but there is room to increase compliance with international standards. In addition, to the knowledge of
the Issuer, there is no currency transfer limit in Korea. Korea has liberalized foreign exchange controls in line with OECD benchmarks. Foreign firms may remit profits to Canadian banks provided that the foreign firm complies with the notification
requirements of applicable legislation. In terms of corporate structure, management of the Issuer will engage with and supervise local management of the
Korean office. Pursuant to Korean law, a branch office is distinct from a subsidiary and is treated as a separate taxable entity that is able to operate as a revenue generating entity. Sales and manufacturing activities are allowed and there is no
minimum capital requirement at establishment. Further, branch offices do not maintain their own board of directors.As such, the Issuer maintains responsibility for overseeing the operations of the employees in Korea. Finally, management believes that an appropriate legal framework exists for the enforcement of Canadian judgements in South Korea. The enforcement of foreign
judgments in Korea is governed by the Korean Civil Procedure Act. A court may enforce a Canadian judgment provided it satisfies certain requirements of that act including that (i) the international jurisdiction of the foreign court is
recognized under legislation or treaties, (ii) the defendant has received under a lawful method, service with sufficient time to reply, (iii) the foreign judgment does not violate public policy  being the good morals and other
social order of Korea and (iv) there is reciprocity between Korean and the foreign jurisdiction in which the judgment was rendered. As of the date hereof, Ontario, where the Issuers management and board of director reside, has
already been recognized as a reciprocal jurisdiction. However, as Korea is not a party to the HCCH Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Commercial Matters 1971 (Hague Foreign Judgments Convention) or any
other bilateral or multinational treaties for the reciprocal recognition and enforcement of foreign judgments, there is a risk that legislative or judicial changes may prevent the recognition of Canadian judgements in South Korea.  C.
Organizational structure The Company has one wholly-owned subsidiary: Graph Blockchain Limited.  D.
Property, plant and equipment. The Company does not own any real property. The Company leases office space in Seoul, South Korea, measuring approximately 84.44 square meters for sales and
technology development and support.  Item 4.
A. Unresolved Staff Comments Not applicable  Item 5.
Operating and Financial Review and Prospects The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our financial statements for
the fiscal years ended April 30, 2018, April 30, 2017 and April 30, 2016 and the financial statements of Graph for the period from incorporation (November 22, 2017) to July 31, 2018. This discussion contains forward looking
statements that involve certain risks and uncertainties. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. See Item 3.D, Key Information  Forward Looking Statements and Risk
Factors.  A.
Operating Results Issuer The Issuer incurred a net loss of $104,673
and $19,222 during the three months ended July 31, 2018 and 2017, respectively.  18




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##### Table of Contents

In the three months ended July 31, 2018, the Issuer recorded foreign exchange loss of $609 compared to
foreign exchange loss of $1,292 recorded for the three months ended July 31, 2017, both resulting from the increase in exchange rate on the Issuers accounts payable denominated in US dollars. In the fiscal year ended April 30, 2018, the Issuer was searching for viable business opportunities; since that date, all expenses have generally
increased, as the Issuer focused on executing its LOI with Graph and completing the Acquisition. Details of the operating expenses are as follows:  For the three monthsended July 31, 2018$


For the three monthsended July 31, 2017$Professional fees


24,985



Management fees


15,000



7,500Office and general administration expense


2,384



Consulting fees


45,000



7,500Transfer agent and filing fees


15,258



2,930102,627



17,930 In the three months ended July 31, 2018, the Issuer recorded interest expense of $1,437 on secured promissory note of
$21,339 (net of unamortized discount of $8,611). In the fiscal year ended April 30, 2018, it did not have any interest-bearing debt. Results of
Operations for the Fiscal Year Ended April 30, 2018 Compared to the Fiscal Year Ended April 30, 2017 The Issuer incurred a net loss of
$69,955 during the year ended April 30, 2018, compared to a net loss of $105,762 during the year ended April 30, 2017. In the fiscal year ended
April 30, 2017 the Issuer reorganized its operations and executed the Sale Agreement with Regi. In the fiscal year ended April 30, 2018, the Issuer actively searched for a viable business and available financing. All expenses decreased
from in the fiscal year ended April 30, 2017 to the fiscal year ended April 30, 2018 as follows due to reduced activities.  For the fiscal year endedApril 30, 2018$


For the fiscal year endedApril 30, 2017$Management and directors fees


30,000



50,000Office expenses






3,155Professional fees


30,000



41,812Transfer agent and filing fees


7,430



8,823Travel and promotion






3,09767,430



106,887 During the year ended April 30, 2017 the Issuer recorded foreign exchange gain of $1,125; during the year ended
April 30, 2018 the Issuer recorded foreign exchange loss of $2,525. Summary of Quarterly Results The following is a summary of the Issuers financial results of eight of its most recently completed quarters:  Description

ThreemonthsendedJul. 31,2018$


ThreemonthsendedApr. 30,2018$


ThreemonthsendedJan. 31,2018$


ThreemonthsendedOct. 31,2017$


ThreemonthsendedJul. 31,2017$


ThreemonthsendedApr. 30,2017$


ThreemonthsendedJan. 31,2017$


ThreemonthsendedOct. 31,2016$Net Revenues






























Loss before other itemsTotal


(104,673
)


(19,001
)


(15,444
)


(16,288
)


(19,222
)


(30,514
)


(29,845
)


(32,980
)Per share


(0.02
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)Net lossTotal


(104,673
)


(19,001
)


(15,444
)


(16,288
)


(19,222
)


(30,514
)


(29,845
)


(32,980
)Per share


(0.02
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)


(0.00
)  19




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##### Table of Contents

As the Issuer was reorganizing its business during the last eight quarters, variances by quarter reflect our
corporate activity and the funds for financing available for its operations. Operating loss during the three months ended July 31, 2018 was
significantly higher than the previous quarters, as the Company focused on completing the Acquisition. Results of Operations for the Fiscal Year ended
April 30, 2017 Compared to the Fiscal Year Ended April 30, 2016 We incurred a net loss of $105,762 during the year ended April 30,
2017, compared to a net loss of $1,646,708 during the year ended April 30, 2016. The significant difference was due to loss on a write-off of a receivable from Regi of $1,456,985 recorded during 2016 as
the management did not have reasonable expectations for collecting the amount. In 2016, the Issuer also recorded interest income of $304 and gain on debt settlement of $6,586. Total general and administration expenses decreased from $196,613 in 2016 to $105,762 in 2017. During the year ended April 30, 2017, the Issuer was
reorganizing and selling its rights to the technology, resulting in research and development expense reduction from $53,983 in 2016 to $Nil in 2017. The Issuer was completely inactive for part of 2016, therefore management fees were incurred for
only part of the year at $42,959, which was increased to $50,000 in 2017 as the Issuer actively worked on reorganizing its business. During 2017, the Issuers management streamlined the operations with no supporting staff, therefore office
expenses decreased from $26,061 in 2016 to $3,155, rent and utility decreased from $13,950 in 2016 to $Nil in 2017, and wages and benefits decreased from $19,007 in 2016 to $Nil in 2017. Professional fees increased from $28,159 in 2016 to $41,812 in
2017 and travel expenses increased from $Nil in 2016 to $3,097 in 2017 as the Issuer engaged accounting, legal and other consulting services for reorganization and meeting the related regulatory requirements. In 2017, the Issuer did not engage
shareholder communication or shareholder relation services, as the Issuer sold its assets and voluntarily delisted from the TSX Venture Exchange. In 2016, the Issuer incurred $21,276 on shareholder communication related services. In 2016 the Issuer
incurred more filing fees than in 2017 when the Issuer voluntarily delisted from both the TSX Venture Exchange and OTC, thus transfer agent and filing fees decreased from $15,907 in 2016 to $8,823 in 2017. During the year ended April 30, 2017
the Issuer recorded foreign exchange gain of $1,125, a decrease from $24,689 in 2016. Graph Summary of Operations  Description

Period fromNovember 22,2017 to July 31,2018Revenue

$
15,000Net loss

$
(3,772,838
)Net loss per share

$
(0.04
) Revenue For the period
from November 22, 2017 to July 31, 2018, revenue of $15,000 was recognized from blockchain planning and consulting services provided to a Canadian customer in the medical cannabis industry. Graph also recognized contract liabilities, and
corresponding inventory, in the amount of $534,392, which will be recognized to revenue and operating expenses subsequent to July 31, 2018 upon their acceptance by the customer as follows:  

$382,074 from delivering a prototype blockchain solution built for a global insurance company; and  

$152,318 from delivering a prototype blockchain solution built for Samsungs electric vehicle charging
division. The Company has made a number of achievements in their product development and in securing proof of concept (PoC) prototype
contracts. The Company has identified key focus areas, including logistics, fintech, and the cannabis sectors, which continue to be high growth areas and are expected to be major contributors in driving the Companys growth. In addition, our
sales team continues to identify new potential clients that will benefit from Graphs solution offerings.  20




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##### Table of Contents

Expenses For the period from November 22, 2017 to July 31, 2018, $2,365,742 of share based expenses were included in $3,786,350 of total expenses incurred.
Certain significant items are noted:  

Share based consulting fees of $1,934,912 include $1,769,912 that were charged by Datametrex, a shareholder of
Graph, for services that include early stage organizational activities, sales channels development, go public readiness, and business growth advisory and support.  

Other operating expenses in the amount of $631,496 comprised of $330,663 of consulting fees, $235,146 of
professional fees, $37,299 of direct prototype blockchain development and consulting costs, and other miscellaneous expenses of $28,388.  

Salaries, benefits and management fees of $391,496 and share based compensation of $430,830 were incurred.  

Office and general expenses of $393,288 include $198,118 of travel, $80,395 of meals and entertainment, $33,610
of occupancy related expenditures, $30,545 of sales and marketing, and $50,620 of other office and general expenses. Summary of
Quarterly Results The following is a summary of the Graphs quarterly results for the three months ended July 31, 2018:  Description

Three monthsended July 31,2018$Total Revenue

$
15,000Net loss

$
(1,729,393
)Net loss per share

$
(0.02
) Segment information Graph has two operating and reportable segments as defined in note 2 to its financial statements. Segment information of Graph is summarized as follows:  For the period from November 22, 2017 to July 31, 2018

GraphCanada $


Graph Korea$


Consolidatedtotals $Revenue


15,000







15,000Segment loss


(3,770,422
)


(2,416
)


(3,772,838
)Depreciation and amortization


3,926



402



4,328Finance income


(485
)






(485
)Share based consulting


1,934,912







1,934,912Share based compensation


430,830







430,830Segment assets


2,724,266



609,411



3,333,677Capital expenditure


25,127



3,987



29,114Segment liabilities


167,627



611,818



779,445 Liquidity, Capital Resources, and Cash Flow Graph has financed its operations to date through the issuance of common shares and warrants. Graphs financial statements were prepared on a going
concern basis, which assumed that it would be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  21




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##### Table of Contents

For the period from November 22, 2017 to July 31, 2018, net cash used in operating activities was
$1,337,333, net cash used in investing activities was $29,114, and net cash provided from financing activities was $3,731,230. At July 31, 2018,
Graph had working capital of $2,529,505 and a net loss of $3,772,838. Graphs ability to continue as a going concern at such time was dependent upon the ability of Graph to generate revenue and positive cash flows from its operations.  B.
Liquidity and Capital Resources As of April 30, 2018 and April 30, 2017, we had no cash. As of April 30, 2018 and April 30, 2017, we had a working capital deficit of
$248,794 and $178,839, respectively. The Concurrent Financing raised aggregate gross proceeds of $1,006,460. In conjunction with $2,076,058 in working
capital available to the Issuer as of September 30, 2018, the Issuer had aggregate gross funds of $3,082,518 available following completion of the Concurrent Financing. After deducting fees and expenses of approximately $33,000 for the
Concurrent Financing and $250,000 in transaction costs associated with the Acquisition (inclusive of legal, accounting, printing costs and various fees associated with the Acquisition), the Issuer has $2,799,518 of estimated funds available upon
completion of the Acquisition. The table set forth below contains a more detailed breakdown of the estimated available funds following completion of the
Acquisition:  Estimated available fundsfollowing completion ofConcurrent Financing($)Estimated consolidated working capital as of September 30, 2018

$
2,076,058Gross proceeds of Concurrent Financing

$
1,006,460Concurrent Financing fees and expenses

$
(33,000
)Net proceeds from Concurrent Financing

$
973,460Transaction costs

$
(250,000
)TOTAL

$
2,799,518 Use of Funds At a high
level, the Issuer intends to use the funds available to it principally to further its business objectives and pursue its growth strategy as follows:  

Continue to grow staff in key areas, including business development, engineering, operations, and human
resources, as well as management and executive-level recruitment;  

Accelerating business development growth; and  

Expanding the scope of research and engineering and accelerating progress on existing projects. Funds that are not immediately committed to the various uses described above will be invested in short-term, investment-grade
interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, guaranteed obligations, and bank demand deposits. The table below provides a more detailed breakdown of the proposed principal uses for the estimated available funds available over the next twelve months.  Use of estimated available Funds over the next twelve months

($)Revenue Growth

$
570,490Leveraging Client Relationships

$
121,663Geographic Growth

$
372,974Research and Development

$
454,710Unallocated Working Capital

$
1,279,681TOTAL

$
2,799,518  22




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##### Table of Contents

The above uses of available funds are estimates only. Notwithstanding the proposed uses of available funds
as discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary, including due to demands for shifting focus or investment in marketing and business development activities, requirements for
accelerating, increasing, reducing, or eliminating initiatives in response to changes in market, regulations, and/or developments in research and design, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners,
joint ventures, mergers, acquisitions, and other like opportunities. It is difficult at this time to definitively project the total funds necessary to execute the planned undertakings of the Issuer. For these reasons, management considers it to be
in the best interests of the Issuer and its shareholders to permit management a reasonable degree of flexibility as to how the Issuers funds are employed among the above uses or for other purposes, as the need may arise. In the Issuers opinion, the working capital is sufficient for its present requirements.  C.
Research and Development, patents and licenses. The Issuer utilizes two open source technologies as the underlying building blocks of its Graph Blockchain Solution. In particular, the Issuer uses Hyperledger
Fabric, which was developed by IBM for the Blockchain aspects of its solution and AgensGraph, a technology developed by Bitnine, for the graph modeling aspects of its solution. The unique aspect of the Graph Blockchain Solution relates to the manner
in which these two technologies are customized and combined together to model blockchain technologies on a graph database. This methodology for combining
these two technologies was initially developed by an employee of Bitnine. On March 23, 2018, the employee filed two patents with the United States Patent and Trademark Office, in concert with filing two patents with the Korean Intellectual
Property Office on March 26, 2018. The patents relate to methodologies, processes and algorithms developed by the employee, which focus on the enhancement of transactional performance for private Blockchains. This includes data gathering and
throughput, optimization and presenting the data to a user interface dashboard at rates that are considerably faster than traditional relational based systems. Pursuant to a Combined Declaration and Assignment for Utility Patent and Design Patent
Applications dated April 4, 2018, the employee transferred his entire and exclusive right, title and interest to the four patent applications and all letters patent to be obtained with respect to said applications to Graph in consideration for
an aggregate payment of $40,000, of which $10,000 has been paid as of the date hereof. As of the date hereof, an additional two patents are in the
process of being prepared by the Issuer for filing with the United States Patent and Trademark Office. These patents relate to the control system and method for controlling a private blockchain system, including the technical schema of the solution,
and the visualization and analysis of the graph data. The above noted patents are still in the application stage and there can be no guarantees that the
Issuer will obtain such patents. The Issuer also intends to protect any rights it may in hold in the Graph Blockchain Solution by attempting to ensure
that any intellectual property rights that may otherwise be owned by or attributable to its developers in South Korea are transferred to the Issuer. More specifically, all developers currently have assignment of intellectual property clauses in
their employment contracts. Finally, the contracts that the Issuer has with its distributors, and will have with the ultimate end-users of its solutions, also provide that the ownership of all intellectual property pertaining to the Issuer or its subsidiary and their products, including trademarks, trade names and copyright, remains with
the Issuer or its subsidiary. For a discussion of the risks relating to the Issuers intellectual property, please refer to Protection of
Intellectual Property Rights, Violation of Third Party Intellectual Property Rights and Use of Open Source Software in Item 3.D Risk Factors.  D.
Trend Information and Business Objectives The Issuer expects to accomplish the following business objectives over the following 12-month period. Further information on the Samsung contract included in the table below is disclosed in Item 4.B Business Overview as the Issuer has
already commenced development of this prototype as of the date of this Form 20-F. The other contracts listed in this section have not been secured as of the date of this Form
20-F and they may not be consummated on terms as described herein or at all.  Business Objective

Milestones

Estimated TimingRevenue Growth

Secure contract with Zonetail Inc. 
Zonetail Inc. is an early-stage hospitality booking platform company. The Issuer is currently in discussions with Zonetail to provide Blockchain data
management solutions, which will be used for near real-time reporting

November 2018  23




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##### Table of Contents

Complete prototype for Samsung 
On July 16, 2018, Graph announced that it had been engaged to build a prototype solution for Samsung for consideration of approximately $300,000 and has
since commenced work. The successful completion of this prototype is expected to be a significant milestone for the Issuer.

January 2019Secure and announce KTNET contract 
On August 22, 2018, Graph announced that it has signed a Memorandum of Understanding with KTNET to develop and implement a blockchain-based electronic
trade services platform. KTNET was established in 1989 by the Korean government and funded by the Korean International Trade Association (KITA).

March 2019Leverage ClientRelationships

Lotte Group Datametrex currently provides services to certain divisions within Lotte Group, an international conglomerate based in Korea that operates in a diverse range of industries including candy manufacturing, beverages,
retail, financial services, electronics, publishing and entertainment. As Datametrex is a significant shareholder of the Issuer, the Company intends to seek to leverage the existing relationship Datametrex has with the Lotte Group to offer
blockchain solutions to certain Lotte Group divisions.

December 2018Geographic Growth

Establish a North American Project Management Team 
The Issuer intends to seek to establish a project management team that will oversee all aspects of the Issuers significant contracts to ensure efficient
processes, timely communication and effective project scheduling.

November 2018Begin establishing dedicated North American Sales Team 
As described in the sales and marketing section below, the Issuer has a dedicated sales team in South Korea to support IBM and identify new direct sales
opportunities. The Issuers goal is to expand its sales and marketing efforts in North America.

January 2019Generate new US and Canada direct sales 
Subsequent to the establishment of the North American dedicated sales team, the Issuers goal is to generate new direct sales in the US and Canada by
leveraging solutions that have been made available in the Korean market.

May 2019  24




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##### Table of Contents

Research andDevelopment

Complete quality testing of Graph Blockchain Solution v1.0
 As of September 2018, Graph rolled out version 1.0 of the core system.
 Functionalities and features include:
 transaction input/output, user and peer information, document history and attachments
(including verified links to files that exist outside of the blockchain), blockchain administration capabilities (including dashboard, monitoring and solution configuration settings), and a data integrity validation process.

December 2018Submit applications for additional patents 
Apply for new or improved patents that include improved blockchain data anomaly detection, methodologies to minimize the load on the blockchain network when
replicating data and including more robust encryption mechanisms in the private blockchain.

December 2018Complete development of Graph Blockchain Solution v1.1 
This version is intended to utilize the technology underlying the planned December 2018 patent applications.
 Functionalities and features include:
 upgraded technological mechanisms for data flow and data integrity, connectivity of
peers in the blockchain, separation between the blockchain administrator and the organization administrator, customized user interface, and increased utilization of space inside the blockchain

March 2019Complete quality testing of Graph Blockchain Solution v1.1
 This relates to the completion of quality testing with respect to version 1.1.

June 2019Complete beta version for Graph Blockchain Solution v1.2 
The Issuer intends to explore additional experimental features that include better utilization of graph theory, the mathematical concept underlying graph
databases, as well as advanced features such as fraud risk detection.

December 2019  E.
Off Balance Sheet Arrangements The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current
or future material effect on the Companys financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.  25




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##### Table of Contents

F.
Tabular Disclosure of Contractual Obligations The following table provides information as of the latest fiscal year end balance sheet date with respect to our known contractual obligations specified below.
We expect to fund these obligations from operating income and equity financing:  Contractual Obligations

Total


Less than1 year


1-3 years


3-5years


Morethan5 yearsLong-term debt obligations


Nil



Nil



Nil



Nil



NilCapital (Finance) Lease obligations


Nil



Nil



Nil



Nil



NilOperating lease obligations


16,352



16,352



Nil



Nil



NilPurchase Obligations


245,053



245,053



Nil



Nil



NilOther Long-term liabilities reflected on the balance sheet under Canadian GAAP


Nil



Nil



Nil



Nil



NilTotal


261,405



261,405



Nil



Nil



Nil  G.
SAFE HARBOR  Item 6.
Directors, Senior Management and Employees  A.
Directors and Senior Management The name, municipality of residence, position or office held with the Issuer and principal occupation of each director and executive officer of the Issuer, as
well as the number of voting securities beneficially owned, directly or indirectly, or over which each exercises control or direction as of the date of this Form 20-F, are as follows:  Name, place of theresidence
andposition with Issuer

Age

Principal occupation
during the last five(5) years and principalbusiness activitiesoutside the
Issuer(1)

Date ofappointment asdirector
orofficer

Shares BeneficiallyOwned, Directlyor Indirectly,
orControlled orDirectedPeter Kim(2)
Richmond Hill,
Ontario 
Chief Executive
Officer and
Chairman

41

District Vice President, Stone Investment Group, a wealth management advisory services firm.

Closing of the Acquisition

2,421,952 (1.75%)Steve Kang
Markham, Ontario
 Chief Financial
Officer and
Corporate Secretary

52

Vice President, Finance of DataMetrex AI Limited.

Closing of the Acquisition

1,816,464 (1.31%)David
Posner(2)(3) Toronto, Ontario
Director

43

Consultant to Quinsam Capital Corp., a merchant bank focused on cannabis-related investments, Chief Executive Officer and President of Nutritional High International Inc., a company that develops, acquires and designs
products in the marijuana-infused edible sector.

Closing of the Acquisition

NilTodd
Shapiro(2)(3) Toronto, Ontario
Director

44

Chief Executive Officer, The Todd Shapiro ShowMedia Company/Radio Show/Talent Representation.

Closing of the Acquisition

166,667 (0.12%)  26




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##### Table of Contents

Notes:  1.
The information as to principal occupation, business or employment and shares beneficially owned or controlled
is not within the knowledge of management of the Issuer and has been furnished by the respective individuals. 2.
Member of the audit committee. 3.
Independent director. Each of our directors will serve until the next annual meeting of our shareholders. None of our directors have service contracts with the Company or any of
its subsidiaries providing for benefits upon termination of employment. The Companys Audit Committee consists of Peter Kim, David Posner and Todd
Shapiro. The Board may from time to time establish additional committees. Set forth below is certain biographical information furnished to us by our directors and executive officers. There are no family relationships among any of
our current directors or executive officers. No director or executive officer was appointed as a director or executive officer of the Company pursuant to any arrangement or understanding with any major shareholder, customer, supplier or other
person. Peter Kim Chief Executive Officer and Chairman Peter has over 18 years of experience in financial services and capital markets, having been licensed to offer investment advice both in the US and Canada.
During his tenure serving as head institutional trader at multiple Canadian-based investment banks, demonstrated a history of improving liquidity for small and mid-cap companies, in conjunction with raising
capital through equity, debenture and derivative private placements. He is experienced in working with both private and public companies through all stages of financing, including seed rounds to IPOs, and has developed strong relationships
with institutional asset managers, hedge fund managers, as well as wealth management teams and investment advisors at the major Canadian banks. Mr. Kim intends to devote 100% of his time to the Company. As an employee, Mr. Kim has non-competition, non-solicitation and non-disclosure obligations with respect to the Company pursuant to his employment contract. Steve Kang Chief Financial Officer and Corporate Secretary Steve Kang is a seasoned finance and accounting professional. Steve has acquired a wealth of finance expertise and experience over 25 years from working at
Honeywell, LG Electronics, and various accounting firms and public companies in Canada. He served as a VP in Finance at Loyalist Group Limited. Most recently, as CFO and VP finance, he spearheaded Datametrex Ltd.s qualifying transaction with
Everfront Ventures Corp. (currently Datametrex AI Limited) in June 2017 and Datametrex is now a listed company on the TSX Venture Exchange. He has attained a B.A. in Economics from Korea University and has obtained Certified Management Accountant
(USA) and Chartered Professional Accountant, CGA (Ontario) designations. Mr. Kang intends to devote approximately 50% of his time to the Company. As
an employee, Mr. Kang has non-competition, non-solicitation and non-disclosure obligations with respect to the Company
pursuant to his employment contract. David Posner  Director David Posner has been a consultant to Quinsam Capital Corp. since December 27, 2017. Mr. Posner served as Chief Executive Officer and President of
Nutritional High International Inc. (formerly, Sonoma Capital Inc.) from July 7, 2014 until July 25, 2016. Mr. Posner served as an Acquisitions Manager of Stonegate Properties Inc., where he managed real estate properties and brokered
deals in Canada and Oklahoma. He served as the Managing Director of Sales & Acquisitions for Maria Chiquita Development Company from 2005 to 2012. From 2004 to 2007, he was a partner in a private investment group involved in the
acquisition, re-zoning and re-positioning for sale of land holdings in Costa Rica and Panama. He brought Hempen Gold, the first hemp-infused beer to Canada.
He imported and created marketing  27




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##### Table of Contents

and branding initiatives for various other alcoholic products in Canada. He has been the Chairman of Nutritional High International Inc. since July 25, 2016. He has been a Director of
Nutritional High International Inc. since July 2014. Mr. Posner is a director of The Lineage Grow Company Ltd., Capricorn Business Acquisitions Inc. and Aura Health Corp. He served as a Director at The Tinley Beverage Company Inc. from
October 2, 2015 to February 28, 2017. Mr. Posner holds a Bachelor of Arts degree from York University. Mr. Posner intends to devote
approximately 5% of his time to the Company. Mr. Posner has not entered into any non-competition or non-agreement in connection with serving as a director of the
Issuer. Todd Shapiro  Director Todd
Shapiro has been a Toronto radio show host and a familiar voice on Canadas airwaves for over 18 years. Todd has also worked with a range of companies as a brand ambassador, including Chrysler/Dodge/Jeep, Pizza Pizza, Sony Pictures, Subway
Restaurants, Huggies Pull-Ups, Intact Insurance, Mene Jewelry and E & J Gallo Winery. Todd Shapiro
currently serves as an Honorary Chair for the Road Hockey To Conquer Cancer for the Princess Margaret Cancer Foundation. Mr. Shapiro intends to
devote approximately 5% of his time to the Company. Mr. Shapiro has not entered into any non-competition or non-agreement in connection with serving as a director
of the Issuer. There is no family relationship between directors or officers. Please refer to Item 7.B.  Related Party Transactions. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was
selected as a director or member of senior management.  B.
Compensation The objectives, criteria and analysis of the compensation of the executive officers of the Issuer following the completion of the Acquisition will be
determined by the board and are expected to be substantially similar to how Graph currently compensates its executive officers, with the exception that the Issuer intends stock options to be a much more central element of its executive compensation
program. Historical Compensation of Reg Technologies Inc. During the fiscal year ended April 30, 2018, the Issuer had one NEO being Paul Chute, CEO and CFO. Named Executive Officer or NEO means: (a) each CEO, (b) each CFO, (c) each of the three
most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was,
individually, more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of a company, nor acting in a similar capacity, at the end of that financial
year. Prior to the Acquisition, the Issuers board of directors consisted of three directors, two of whom were independent non-executive directors. All members of the board of directors are members of the audit committee. The following table provides certain information about the members of the Issuers board of directors.  Name

Position with IssuerPaul Chute

Director, CEO and CFOSusanne Robertson

DirectorDr. James Slinger

Director For the fiscal year ended April 30, 2018:  1.
no compensation of any kind was accrued, owing or paid to any of the Issuers directors other than John
Robertson (see table below) for acting in their capacity as such;  2.
no arrangements of any kind existed with respect to the payment of compensation of any kind to any of the
Issuers directors other than John Robertson for acting in their capacity as such; and  3.
excluding the NEOs, no compensation of any kind was accrued, owing or paid to any of the directors for services
rendered to the Company as consultants or experts; and  28




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##### Table of Contents

4.
excluding our NEOs, no arrangements of any kind existed with respect to the payment of compensation of any kind
to any of our directors for services rendered, or proposed to be rendered, to us as consultants or experts. There was no stock
option-based award granted to the directors that was outstanding at April 30, 2018 or the date of the Acquisition. The following table provides a
summary of the compensation earned by, paid to, or accrued and payable to, each NEO of the Issuer during the fiscal years ended April 30, 2018, 2017 and 2016.  Non-equity Incentive PlanCompensationName and Principal Position

YearEndedYearEndedApril 30,


Salary($)


Share-basedAwards($)


Option-basedAwards($)


AnnualIncentivePlans($)


Long-termIncentivePlans($)


PensionValue($)


All OtherCompensation($)


TotalCompensation($)Paul Chute,


2018



30,000



Nil



Nil



Nil



Nil



Nil



Nil



30,000CEO and CFO (1)


2017



50,000



Nil



Nil



Nil



Nil



Nil



Nil



50,0002016



NA



NA



NA



NA



NA



NA



NA



NAJohn G Robertson,


2018



NA



NA



NA



NA



NA



NA



NA



NACEO (2)(3)


2017



Nil



Nil



Nil



Nil



Nil



Nil



Nil



Nil2016



22,500



Nil



Nil



Nil



Nil



Nil



15,000



37,500James


2018



NA



NA



NA



NA



NA



NA



NA



NAVandeberg,


2017



NA



NA



NA



NA



NA



NA



NA



NACFO (4)


2016



Nil



Nil



Nil



Nil



Nil



Nil



Nil



Nil Notes:  (1)
Paul Chute was appointed as director, CEO and CFO of the Company in July 2016. (2)
John Robertson resigned as the Companys CEO in July 2016, and was a director of the Company until he
passed away in November 2016. (3)
John Robertson received director fees in addition to his management fees in 2015 and 2016. (4)
James Vandeberg resigned as the CFO in July 2016. There were no employment agreements or other compensating plans or arrangements with regard to any of the NEOs that provide for specific compensation in the
event of resignation, retirement, other termination of employment or from a change of control of the Company or from a change in NEOs responsibilities following a change in control. No stock-based or stock option-based awards were
granted to the NEOs during the years ended April 30, 2016, 2017 and 2018; no stock options granted to the NEOs were outstanding at April 30, 2018 or the date of the Acquisition. The Company did not offer any pension plan benefits or
deferred compensation plans for its NEOs or employees. The Company had no plans or arrangements with respect to remuneration received or that may be received by the NEOs as at April 30, 2018 or the date of the Acquisition in view of
compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control. Compensation Policies of Graph Blockchain Limited Graphs NEOs for the most recently completed financial year were Andrew Ryu, the former Chief Executive Officer of Graph and Steve Kang, the Chief
Financial Officer of Graph. Compensation Discussion and Analysis Overview, Philosophy and Objectives Graph does not have a
formal compensation program. The board of directors of Graph meet to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of Graphs compensation strategy were to:
(a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align managements interests with the long-term interests
of shareholders; (c) provide a compensation package that was commensurate with other Blockchain technology companies to enable Graph to attract and retain talent; and (d) ensure that the total compensation package was designed in a manner
that took into account the constraints that the Graph is under by virtue of the fact that it is a technology development company without a history of earnings.  29




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##### Table of Contents

Elements of Compensation Program The executive compensation program consisted of a combination of base salary and performance bonuses. Base salary was used to provide the NEOs with a set amount of money during the year with the expectation that each NEO will perform his responsibilities to
the best of his ability and in the best interests of Graph. Base Salary The base salary review of each NEO takes into consideration the current competitive market conditions, experience, performance, and the particular skills of
the NEO. Base salary is not evaluated against a formal peer group. The board of directors relied on the general experience of its members in setting base salary amounts. Performance Bonuses The bonus for each NEO was
determined on a case by case basis. The factors considered in assessing the bonus amounts include, but are not limited to, the position of the NEO and expense control. Compensation Risk The board of directors has not
proceeded to an evaluation of the implications of the risks associated with Graphs compensation policies and practices. Graph has not adopted a policy forbidding directors or officers from purchasing financial instruments that are designed to
hedge or offset a decrease in market value of Graphs securities granted as compensation or held, directly or indirectly, by directors or officers. Graph is not, however, aware of any directors or officers having entered into this type of
transaction. Link to Overall Compensation Objectives Each element of the executive compensation program has been designed to meet one or more objectives of the overall program. The fixed base salary of each NEO combined with the performance bonuses has been designed to provide total compensation that the Board believes is competitive
with that paid by other companies of comparable size engaged in similar business in appropriate regions. Summary Compensation Table The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or
indirectly, by Graph to each NEO, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit,
gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to Graph, for each of Graphs two most recently completed
financial years:  Non-equityIncentive PlanCompensation
($)Name and Principal
Position

Year

Salary
($)

Share-basedAwards
($) (1)

Option-basedAwards
($)

AnnualIncentivePlans

Long-term IncentivePlans

PensionValue
($)

All OtherCompensation
($)

TotalCompensation
($)Andrew Ryu

2017

Nil

180,000

Nil

Nil

Nil

Nil

Nil

180,000Chief Executive Officer (2)Steve Kang,

2017

Nil

30,000

Nil

Nil

NA

Nil

Nil

30,000Chief Financial Officer  30




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##### Table of Contents

Notes:  (1)
In the financial period ended December 31, 2017, the Graph issued 9,000,000 Graph Shares to Andrew Ryu and
1,500,000 Graph Shares to Steve Kang at a price per share of $0.02 for services rendered to Graph. These services were in part rendered prior to the incorporation of Graph and included: (i) the formulation of the business plan of Graph;
(ii) the identification and execution of a capital raising strategy; (iii) the fostering of strategic relationships in Silicon Valley and South Korea; and (iv) overall executive leadership and strategy. (2)
Andrew Ryu resigned as Chief Executive Officer prior to the closing of the Acquisition. Incentive Plan Awards Outstanding Share-Based
Awards and Option-Based Awards Table The following table sets out information concerning all share-based awards and option-based awards outstanding as
at the end of the most recently completed financial year to the NEOs:  Option-based Awards

Share-based AwardsName

Number of
Securities Underlying
UnexercisedOptions (#)

OptionExercise Price
($)

OptionExpirationDate

Value
ofUnexercised in-the-moneyOptions
($)

Number ofShares or unitsof shares thathave not vested
(#)

Market orpayout valueof share-basedawards thathave notvested ($)Andrew Ryu

Nil

Nil

Nil

Nil

Nil

NilSteve Kang

Nil

Nil

Nil

Nil

Nil

Nil Value Vested or Earned The following table sets out the value vested or earned by the NEOs under our equity and non-equity incentive plans
during the most recently completed financial year:  Name

Option-based awards  Value vested during theyear 
($)

Share-based awards Value vested duringthe year($)Andrew Ryu

Nil


180,000Steve Kang

Nil


30,000 Pension Plan Benefits Graph does not have a defined benefit pension plan or a defined contribution plan and does not at this stage intend to adopt one. Termination and Change of Control Benefits During
the most recently completed financial year, there were no employment contracts, agreements, plans or arrangements for payments to a NEO, at, following or in connection with any termination (whether voluntary, involuntary or constructive),
resignation, retirement, a change in control of Graph or a change in NEOs responsibilities. Director Compensation The following table sets forth information with respect to all amounts of compensation provided to the directors of Graph (other than the NEOs) for the most
recently completed financial year:  Director

Year

Feesearned
($)

Share-basedAwards($)

Option-basedAwards
($)

Non-equityincentive
plancompensation ($)

Pensionvalue
($)

OtherCompensation
($)

Total
($)Jeff Stevens

2017

Nil

Nil

Nil

Nil

Nil

Nil

NilJoshua Youngsun Bae

2017

Nil

Nil

Nil

Nil

Nil

Nil

Nil  31




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##### Table of Contents

C.
Board Practices Each of the current directors and executive officers of the Issuer were appointed upon the closing of the Acquisition. The term of each director expires on the
date of the next annual general meeting in 2019, unless his or her office is earlier vacated or he or she is removed in accordance with the Issuers articles and the BCBCA. Each of these executive officers and directors serves in the identical
capacity with respect to the Issuers wholly owned subsidiary, Graph. The Board has established an Audit Committee. The Issuers audit
committee consists of Peter Kim, David Posner and Todd Shapiro, each of whom is a director and financially literate in accordance with Canadian public company requirements. David Posner and Todd Shapiro are independent, as defined under relevant
Canadian standards, and Peter Kim is not independent as he is an officer of the Issuer Audit Committee The Issuers audit committee is responsible for the financial reporting process on behalf of the board of directors and for overseeing the adequacy of the
Issuers system of internal accounting controls. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control. As
of the date of this Form 20-F, the Issuers audit committee is composed of three members, all of whom are financially literate and two of whom are independent. The members of the Issuers audit
committee have considerable experience reviewing financial statements, including in respect of reporting issuers. A member of the audit committee is
independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a members independent
judgment. A member of the audit committee is considered financially literate if he or she has the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company. Relevant Education and Experience Please see above for
the biographies of Peter Kim, David Posner and Todd Shapiro.  D.
Employees As of the date of this Form 20-F the Company had the following number of employees:  Location

Full Time Employees


Part-Time EmployeesToronto, Ontario


2



2Vancouver, British Columbia


1



0South Korea


10



0 As the Company expands its activities, it is probable that it will hire additional employees, especially in connection with
its operations upon completion of the Acquisition  E.
Share Ownership The following table sets forth, as of the date of this Form 20-F: (a) the names of each beneficial owner of more
than five percent (5% ) of our Common Shares known to us, the number of Common Shares beneficially owned by each such person, and (b) the names of each director and officer, the number of Common Shares beneficially owned, and the percentage of
our Common Shares so owned, by each such person, and by all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the Common Shares, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the Common Shares, except as otherwise indicated. Individual beneficial ownership also includes Common Shares that a person has the right to acquire within 60 days from the date of this Form 20-F.  32




---

##### Table of Contents

Name and Address

Number of Shares Held

Percentage of class

Percentage of Votes HeldDatametrex AI Limited
(address to be inserted)

36,329,287 Common Shares (1)

26.28%(2)

26.28%Bitnine Global Inc.

12,109,763 Common Shares

8.76%

8.76%Peter Kim

2,421,952 Common Shares

1.75%

1.75%Steve Kang

1,816,464 Common Shares

1.31%

1.31%David Posner

0 Common Shares

0%

0%Todd Shapiro

166,667 Common Shares

.12%

.12% Note: 1.
These common shares are held both of record and beneficially. As of the date hereof, there is no controlling
shareholder of Datametrex. However, Andrew Ryu, Executive Chairman and Chief Executive Officer of Datametrex, has direction and control over approximately 10.2% of the issued and outstanding shares of Datametrex. The directors and executive officers of the Issuer as a group, directly or indirectly, beneficially own or exercise control or direction over 4,405,083 Common
Shares, representing 3.19% of the issued and outstanding Common Shares. The Issuer has established an option plan for the directors, officers, employees
and consultants of the Issuer. For a summary of this option plan, see Item 10.A Share CapitalOptions to Purchase Common Shares.  Item 7.
Major Shareholders and Related Party Transactions  A.
Major Shareholders Please refer to Item 6.E, Share Ownership. None of
the Companys major shareholders have different voting rights.  B.
Related Party Transactions Reg Technologies Inc. During the three months
ended July 31, 2018, management fees of $15,000 (three months ended July 31, 2017$7,500) were accrued and not paid to the sole director and officer of the Company. All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration
established and agreed to by the related parties. At July 31, 2018 and April 30, 2018, the Company owed an aggregate of $114,890 and $90,552,
respectively to related parties, as follows:  July 31, 2018$


April 30, 2018$REGI


8,704



8,704Teryl Resources Corp.


1,848



1,848Sole director and officer


104,338



80,000114,890



90,552 During the year ended April 30, 2018, management fees of $30,000 were accrued and not paid to the sole director and
officer of the Company. All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is
the amount of consideration established and agreed to by the related parties.  33




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##### Table of Contents

At April 30, 2018 and 2017, the Company owed an aggregate of $90,552 and $53,835, respectively to
related parties, as follows:  April 30, 2018$


April 30, 2017$REGI


8,704



1,987Teryl Resources Corp.


1,848



1,848Sole director and officer


80,000



50,00090,552



53,835 Graph Office
and general During the period from November 22, 2017 to July 31, 2018, Graph incurred occupancy costs of $20,000 for rent charged by
Datametrex AI Limited, a shareholder company of Graph, and accounting fees of $4,000 charged by a company controlled by a director and officer of Graph, which have been included in Office and general in the statement of loss and
comprehensive loss included in Graphs financial statements. Share based consulting fees During the period from November 22, 2017 to July 31, 2018, Graph incurred $1,769,912 of management consulting fees charged by a shareholder company
of Graph, which has been paid in the form of 24,219,524 Graph Shares. These consulting fees have been included in Share based consulting fees in the statement of loss and comprehensive loss included in Graphs financial statements. Inventory and other operating expenses During the
period from November 22, 2017 to July 31, 2018, Graph paid $571,691 for direct development, prototype consulting and contract fulfillment costs charged by Bitnine Global Inc., a shareholder company of the Company, and Bitnine Co., Ltd., a
parent company of a shareholder company of Graph, of which $534,392 has been included in Inventory in the statement of financial position, and $37,299 has been included in Other operating expenses in the statement of loss and
comprehensive loss included in Graphs financial statements. Compensation of key management personnel Key management includes members of the board and executive officers of the Company. Compensation awarded to key management is listed below:  November 22, 2017 to July 31, 2018Amount $


Graph SharesawardedCash based compensation


174,575



Shares issued


430,830



20,283,851605,405



20,283,851 See Note 10 to the Financial Statements of Graph attached to this Form 20-F.  C.
Interests of Experts and Counsel. Not applicable  Item 8.
Financial Information  A.
Consolidated Statements and Other Financial Information The consolidated financial statements of the Company included with this Form 20-F have been prepared in compliance with
IFRS, as adopted by the International Accounting Standards Board. See Item 18: Financial Statements. Legal Proceedings We are not involved in any legal actions or claims and to our knowledge no such actions or claims are pending.  34




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##### Table of Contents

Dividend Distributions We did not declare or pay any dividends to our shareholders in 2016 or 2017. The actual timing, payment and amount of dividends paid on our Common Shares is
determined by our Board, based upon things such as our cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and such other business considerations as our Board considers relevant.  B.
Significant Changes Please refer to Item 4: Information on the Company  A. History and Development of the Company for a discussion of significant events that
have occurred after April 30, 2018.  Item 9.
The Offer and Listing  A.
Offer and Listing Details As set forth above in Item 4.A  The Acquisition, each Graph Share issued and outstanding immediately prior to the Effective Time (including
the Financing Shares) was exchanged by each Graph shareholder for 1 fully paid and non-assessable Common Share of the Issuer. The Common Shares issued to the Graph shareholders that were outside the United
States were issued in offshore transactions (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act) in reliance on Regulation S under the Securities Act, and the
Common Shares issued to the Graph shareholders that were in the United States were issued to accredited investors in reliance on Rule 506(b) of Regulation D under the Securities Act. The Common Shares issued to Graph shareholders in the United
States in connection with the Acquisition were restricted securities within the meaning of Rule 144(a)(3) under the Securities Act. Following
the completion of the Acquisition, the Company began conducting the principal business of Graph The Companys Common Shares are listed for trading
on the CSE under the symbol of GBLC Prior to the Acquisition, our Common Shares were traded on the TSX Venture Exchange and OTC.BB. Our
common shares were voluntarily delisted from TSX Venture Exchange and OTC.BB in February, 2017 upon the asset sale to Regi. The ranges of the low and
high sales prices (adjusted for the Consolidation effective October 22, 2018) for our shares traded on the TSX.V and OTC.BB for the periods indicated are as follows:  TSX.V

OTC (1)High

Low

High

LowYear Ended April 30,

CAD$

CAD$

US$

US$2017

0.85

0.10

0.73

0.102016

1.40

0.20

0.73

0.102015

1.40

0.50

1.30

0.402014

1.30

0.70

1.20

0.702013

1.80

0.70

1.90

0.70  TSX.V

OTC (1)High

Low

High

LowQuarter ended

CAD$

CAD$

US$

US$July 31, 2017 to October 31, 2018

NA

NA

NA

NAApril 30, 2017

0.85

0.85

0.55

0.35January 31, 2017

0.85

0.75

0.73

0.50October 31, 2016

0.65

0.40

0.69

0.20July 31, 2016

0.25

0.10

0.28

0.10April 30, 2016

0.30

0.20

0.20

0.10January 31, 2016

0.70

0.20

0.60

0.20October 31, 2015

1.40

0.60

1.20

0.40July 31, 2015

1.10

0.60

0.90

0.40  (1)
Information provided by the Over the Counter Bulletin Board. The quotations reflect inter-dealer prices,
without retail mark-up, markdown, or commission and may not represent actual transactions. As a foreign private issuer, our officers, directors and ten percent beneficial owners will not be subject to the reporting obligations of the proxy rules of
the Section 14 of the Exchange Act or the insider short-swing profit rules of Section 16 of the Exchange Act.  35




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##### Table of Contents

Determination of Price The Common Shares of the Issuer were listed on the TSX Venture Exchange but were delisted as of February 17, 2017. Since such date, the Common Shares have
not been listed on any Canadian stock exchange and have not been listed on any Canadian stock exchange in the prior twelve months. On November 9, 2018, following the consummation of the Acquisition, the Common Shares were listed on the CSE. On
November 20, 2018, the trading price of the Common Shares was $0.0850.  B.
Plan of Distribution Not applicable  C.
Markets The Companys shares of Common Stock are currently traded on the CSE under the symbol GBLC.  D.
Selling Shareholders Not applicable  E.
Dilution Not Applicable  F.
Expense of the Issue Not Applicable  Item 10.
Additional Information  A.
Share Capital Common Shares The holders of Common Shares will be
entitled to receive notice of and to attend all meetings of the shareholders of the Issuer and to one vote per share at meetings of the shareholders of the Issuer. The holders of Common Shares will also be entitled to receive dividends as and when
declared by the Board on the Common Shares. The holders of the Common Shares shall be entitled, in the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, or any other distribution of assets among the Issuers
shareholders for the purpose of winding up its affairs, (collectively, a Liquidation Event) to share ratably in such assets of the Issuer as are available for distribution. All Common Shares outstanding after completion of the
Transaction are fully paid and non-assessable and not subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction or surrender provisions,
sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital. As of the date hereof, 138,284,581 Common Shares are outstanding and 5,020,684 Common Shares are reserved for issuance pursuant to the Warrants and
Finders Warrants. The following table summarizes the Issuers consolidated capitalization as at the date of this Form 20-F:  Designation of Security

Amount Authorized


Outstanding (as of the date hereof)Common Shares


Unlimited



138,284,581Warrants


Unlimited



3,354,866Finders Warrants


Unlimited



1,665,818 The following table summarizes the issuances of securities of the Issuer within 12 months prior to the date of this Form 20-F:  Date of Issue

Number of Securities


Price per Security


Aggregate PriceNovember 6, 2018


128,333,333 Common Shares
(1)

$
0.21


$
26,949,999November 6, 2018


3,354,866 Common Shares
(2)

$
0.30


$
1,006,460November 6, 2018


641,666 Common Shares
(3)

$
0.21


$
134,749.86November 5, 2018


1,000,000 Common Shares
(4)

$
0.21


$
210,000  36




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##### Table of Contents

Notes:  1.
Issued pursuant to the Amalgamation Agreement to holders of Graph Shares. 2.
Issued pursuant to the Amalgamation Agreement to holders of Graph Shares pursuant to the Concurrent Financing. 3.
Finders Fee Shares issued pursuant to the Finders Fee. 4.
Issued to settle an aggregate of $210,000 of outstanding debts of Reg Technologies Inc. Additional details regarding our capitalization is as follows: Issued Capital  Number ofCommonShares(non-diluted)


Number ofCommonShares(fully-diluted)


% of Issued(non-diluted)


% of Issued(fully diluted)Public FloatTotal outstanding (A)


138,284,581



143,305,266



100
%


100
%Held by related persons or employees of the Issuer or related person of the Issuer, or by persons
or companies who beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer (or who would beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer upon exercise or
conversion of other securities held) (B)


70,346,507



70,513,174



50.87
%


49.20
%Total Public Float (A-B)


67,938,074



72,792,092



49.13
%


50.80
%Freely-Tradeable FloatNumber of outstanding Common Shares subject to resale restrictions, including restrictions imposed
by pooling or other arrangements or in a shareholder agreement and Common Shares held by control block holders (C)


54,485,799



54,652,465



39.40
%


38.14
%Total Tradeable Float (A-C)


83,798,782



88,652,800



60.60
%


61.86
% Public Securityholders (Registered)  Size of Holding

Number of Holders


Total number of Common Shares1  99 Common Shares


212



7,276100  499 Common Shares


172



27,536500  999 Common Shares


25



15,4311,000  1,999 Common Shares


17



19,6322,000  2,999 Common Shares


11



25,4583,000  3,999 Common Shares


5



16,5804,000  4,999 Common Shares


6



26,8355,000 or more Common Shares


151



71,271,408TOTAL


599



71,410,156  37




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##### Table of Contents

Public Securityholders (Beneficial)  Size of Holding

Number of Holders


Total number of Common Shares1  99 Common Shares


212



7,276100  499 Common Shares


172



27,536500  999 Common Shares


25



15,4311,000  1,999 Common Shares


17



19,6322,000  2,999 Common Shares


11



25,4583,000  3,999 Common Shares


5



16,5804,000  4,999 Common Shares


6



26,8355,000 or more Common Shares


136



67,916,541Unable to confirm






TOTAL


584



68,055,289 Non-Public Securityholders (Beneficial)  Size of Holding

Number of Holders


Total number of Common Shares



1  99 Common Shares






100  499 Common Shares






500  999 Common Shares






1,000  1,999 Common Shares






2,000  2,999 Common Shares






3,000  3,999 Common Shares






4,000  4,999 Common Shares






5,000 or more Common Shares


19



70,346,506TOTAL


19



70,346,506 Options to Purchase Common Shares Stock Option Plan The Board intends to adopt the
Issuers stock option plan providing for the grant of options to the Issuers directors, officers, employees and consultants in accordance with the plans provisions and CSE policies (the Stock Option Plan) in
conjunction with the completion of the Acquisition. The Stock Option Plan is being established to provide incentives to directors, officers, employees and consultants of the Issuer (the Optionees). The purpose of the Stock Option
Plan is to advance the interests of the Issuer by encouraging equity participation in the Issuer through the acquisition of Common Shares. The Board is of the view that the Stock Option Plan provides the Issuer with the ability to attract and
maintain the services of directors, executives, employees and other service providers. The Stock Option Plan is administered by the Board and options are granted at the discretion of the Board to eligible Optionees. As of the date of this Form 20-F, there are no options issued and outstanding under the Stock Option Plan. No options
will be issued by the Issuer until the Stock Option Plan is approved and ratified by the shareholders of the Issuer at the next annual general meeting of the Issuer. Eligible Optionees To be eligible to receive a grant of
options under the Stock Option Plan, an Optionee must be a director, officer, employee, consultant or an employee of a company providing management or other services to the Issuer at the time the option is granted. Options may be granted only to an
individual eligible, or to a non-individual that is wholly-owned by individuals eligible, for an option grant. If the option is granted to a non-individual, the non-individual will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect. Restrictions The Stock Option Plan is a 10% rolling plan
and the total number of Common Shares issuable upon exercise of options under the Stock Option Plan cannot exceed 10% of the Issuers issued and outstanding Common Shares on the date on which an option is granted, less Common Shares reserved
for issuance on exercise of options then outstanding under the Stock Option Plan. The Stock Option Plan is also subject to the following restrictions:  a)
The Issuer must not grant options to any director, officer, employee, consultant, or consultant company (the
Service Provider) in any 12-month period if that grant would exceed 5% of the outstanding Common Shares of the Issuer being granted to Service Providers, unless the Issuer has obtained approval by
a majority of the votes cast by all shareholders of the Issuer at a meeting of shareholders excluding votes attached to Common Shares beneficially owned by Insiders of the Issuer and their associates (Disinterested Shareholder
Approval).  38




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##### Table of Contents

b)
The aggregate number of options granted to a Service Provider conducting investor relations activities in any 12-month period must not exceed 2% of the outstanding Common Shares calculated at the date of the grant, without prior regulatory approval.  c)
The Issuer must not grant an option to a consultant in any 12-month
period that exceeds 2% of the outstanding Common Shares calculated at the date of the grant of the option.  d)
The aggregate number of Common Shares reserved for issuance under options granted to Insiders must not exceed
10% of the outstanding Common Shares (if the Stock Option Plan is amended to reserve for issuance more than 10% of the outstanding Common Shares) unless the Issuer has obtained Disinterested Shareholder Approval to do so.  e)
The number of Common Shares issued to Insiders upon exercise of options in any
12-month period must not exceed 10% of the outstanding Common Shares (if the Stock Option Plan is amended to reserve for issuance more than 10% of the outstanding Common Shares) unless the Issuer has obtained
Disinterested Shareholder Approval to do so. Under the Stock Option Plan, Insiders is a term defined in the
Securities Act (British Columbia) and includes officers and directors of the Issuer, officers and directors of a subsidiary of the Issuer, and persons that have beneficial ownership or control over 10% of the Issuers voting securities. Material Terms of the Stock Option Plan The following is
a summary of the material terms of the Stock Option Plan:  a)
persons who are Service Providers to the Issuer or its affiliates, or who are providing services to the Issuer
or its affiliates, are eligible to receive grants of options under the Stock Option Plan;  b)
all options granted under the Stock Option Plan expire on a date not later than 10 years after the issuance of
such options. However, should the expiry date for an option fall within a trading Blackout Period (as defined in the Stock Option Plan, generally meaning circumstances where sensitive negotiations or other like information is not yet public), within
10 business days following the expiration of a Blackout Period;  c)
for options granted to Service Providers, the Issuer must ensure that the proposed Optionee is a bona fide
Service Provider of the Issuer or its affiliates;  d)
an option granted to any Service Provider will expire within 90 days (or such other time, not to exceed one
year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Issuer, but only
to the extent that such option was vested at the date the Optionee ceased to be so employed by or to provide services to the Issuer;  e)
if an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the
Optionees lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;  f)
in the case of an Optionee being dismissed from employment or service for cause, such Optionees options,
whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;  g)
the exercise price of each option will be set by the Board on the effective date of the option and will not be
less than the greater of the closing market price of underlying securities on: (i) the trading day prior to the date of the grant of the stock options and (ii) the date of the grant of the stock options;  h)
vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the
Service Provider remaining employed by or continuing to provide services to the Issuer or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a
satisfactory performance review by the Issuer or its affiliates during the vesting period or (ii) the Service Provider remaining as a director of the Issuer or its affiliates during the vesting period;  i)
in the event of a take-over bid being made to the shareholders generally, immediately upon receipt of the
notice of the take-over bid, the Issuer shall notify each Optionee currently holding any options, of the full particulars of the take-over bid, and all outstanding options may vest, notwithstanding the vesting terms contained in the Stock Option
Plan or any vesting requirements subject to regulatory approval; and  j)
the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Stock
Option Plan with respect to all Common Shares reserved under the Stock Option Plan in respect of options which have not yet been granted.  39




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##### Table of Contents

Escrowed Securities In accordance with CSE rules and policies (the CSE Policies) and relevant Canadian securities regulations all Common Shares held by certain
Principals (as such term is defined in Canada National Instrument 46-201) as of the date of the CSE listing (the Listing Date) are subject to escrow restrictions (the Escrowed
Securities). The CSE Policies require that the Escrowed Securities be governed by the form of escrow agreement under applicable law. Pursuant
to the Escrow Agreement among the Issuer, Computershare, in its capacity as escrow agent for the Common Shares held in escrow under the Escrow Agreement pursuant to CSE Policies, and the Principals of the Issuer, the Escrowed Securities will be
released in accordance with the following release schedule under applicable law, as on listing, the Issuer anticipates being an Emerging Issuer (as defined in Canada National Policy 46-201):  On the Listing Date

6 months after the Listing Date

1/6 of the remaining Escrow Securities12 months after the Listing Date

1/5 of the remaining Escrow Securities18 months after the Listing Date

1/4 of the remaining Escrow Securities24 months after the Listing Date

1/3 of the remaining Escrow Securities30 months after the Listing Date

1/2 of the remaining Escrow Securities36 months after the Listing Date

The remaining Escrow Securities The following sets forth particulars of the Escrow Securities that will be subject to Emerging Issuer escrow under the Escrow
Agreement on the Listing Date. A copy of the Escrow Agreement is attached to this Form 20-F as Exhibit 4.4.  Name and Municipality of Residence

Number of Common Sharesheld in Escrow


Percentage of OutstandingCommon Shares held in EscrowDatametrex AI Limited
Toronto, ON


36,329,287



26.27
%Bitnine Global Inc.
San Francisco, California


12,109,763



8.76
%Peter Kim
Toronto, ON


2,421,952



1.75
%Steve Kang
Markham, ON


1,816,464



1.31
% If, within 18 months of the Listing Date, the Issuer meets the Established Issuer criteria, as set out in Canada
National Policy 46-201, the Escrowed Securities will be eligible for accelerated release according to the criteria for Established Issuers. In such a scenario that number of Escrowed Securities that would have
been eligible for release from escrow if the Issuer had been an Established Issuer on the Listing Date will be immediately released from escrow. The remaining Escrow Securities would be released in accordance with the time release
provisions for Established Issuers, with all Escrow Securities being released 18 months from the Listing Date. Warrants and Convertible Securities The following are details for any securities convertible or exchangeable into Common Shares:  Description of Security (include conversion/exercise terms,
including conversion/exercise price)

Number ofconvertible/exchangeablesecurities outstanding


Number of listedsecurities issuableuponconversion/exerciseExercise Price

Expiry Date

Type of SecurityC$0.083

January 10, 2020

Finders Warrant


1,665,818



1,665,818C$0.40

May 6, 2020

Warrant


3,354,866



3,354,866  B.
Memorandum and Articles of Association We are organized under the laws of the Province of British Columbia, Canada and have been assigned the number BC0255438.  40




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##### Table of Contents

Our Articles do not contain a description of our objects and purposes. Our Articles do not restrict a directors power to vote on a proposal, arrangement or contract in which the director is materially interested, vote on
compensation to themselves or any other members of their body in the absence of an independent quorum or exercise borrowing powers. There is no mandatory
retirement age for our directors and our directors are not required to own securities of our company in order to serve as directors. Our authorized
capital consists of an unlimited number of common shares, an unlimited number of preferred shares with a par value of CAD$1.00 per preferred share and an unlimited number of Class A non-voting shares
without par value. Neither the preferred shares nor the Class A non-voting shares have special rights or restrictions attached. The holders of all shares are entitled to vote at all meetings of the
Companys shareholders, to receive dividends, if, as and when declared by the Board, and to participate ratably in any distribution of property or assets upon the liquidation, winding-up, or other
dissolution of the Company. The shares are not subject to any future call or assessments and do not have any pre-emptive rights or redemption rights. There are no limitations specific to the rights of non-Canadians to hold or vote our common shares in our charter
documents. Our Articles provide for the election of directors at each annual general meeting. Each director holds office until the next annual general
meeting of our shareholders or until his successor is elected or appointed, unless his office is earlier vacated in accordance with our Articles or with the provisions of the BCBCA. An annual meeting of shareholders must be held at such time in each year that is not later than 15 months after the last preceding annual meeting and at such
place as our Board may from time to time determine. The quorum for the transaction of business at any meeting of shareholders is two persons who are entitled to vote at the meeting in person or by proxy and who hold in aggregate at least 5% of the
issued shares entitled to be voted at the meeting. Only persons entitled to vote, our directors and auditors and others who, although not entitled to vote, are otherwise entitled or required to be present, are entitled to be present at a meeting of
shareholders. Other than not specifically providing a mechanism for shareholders to call a special meeting, our Articles do not contain any provisions
that would have an effect of delaying, deferring or preventing a change in control of our Company. Our Articles also do not contain any provisions that would operate only with respect to a merger, acquisition or corporate restructuring of our
Company. Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.  C.
Material Contracts Except for contracts entered into by the Issuer in the ordinary course of business, the only material contracts entered into by the Issuer in the previous two
(2) years are the following:  (a)
the Sale Agreement; and  (b)
the Amalgamation Agreement. Graph Except for contracts entered into by Graph in the
ordinary course of business, the only material contracts entered into by Graph in the previous two (2) years are the following:  (a)
the Joint Venture Agreement; (b)
the Distribution Agreement; and (c)
the Escrow Agreement. The terms of these material contracts have been summarized in this Form 20-F and they have been attached hereto as exhibits.  D.
Exchange Controls There are no laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest,
dividends or other payments to non-resident holders of our shares of Common Stock, other than as described below in Item 10.E.  E.
Taxation Canadian Federal Income Tax Information for United States Residents The following is a discussion of material Canadian federal income tax considerations generally applicable to holders (U.S. Residents) of our
common shares who, for purposes of the Income Tax Act (Canada) and the regulations thereunder (the Canadian Tax Act):  

deal at arms length and are not affiliated with us;  41




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##### Table of Contents



hold such shares as capital property;  

do not use or hold (and will not use or hold) and are not deemed to use or hold our common shares, in or in the
course of carrying on business in Canada;  

are not insurers who carry on an insurance business or are deemed to carry on an insurance business in Canada and
elsewhere;  

have not been at any time residents of Canada or deemed to be residents of Canada;  

are, at all relevant times, residents of the United States under the Canada-United States Income Tax
Convention (1980), as amended, (the Convention) and eligible for benefits under the Convention; and  

is not eligible for benefits under an income tax treaty or convention entered into with Canada other than the
Convention. TAX MATTERS ARE VERY COMPLICATED AND THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF
OUR COMMON SHARES WILL DEPEND UPON THE STOCKHOLDERS PARTICULAR SITUATION. THE SUMMARY OF MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE
ANALYSIS OR DESCRIPTION OF ALL POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES. THIS DISCUSSION DOES NOT INCLUDE A DESCRIPTION OF THE TAX LAWS
OF ANY PROVINCE OR TERRITORY WITHIN CANADA. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR OWN PARTICULAR
CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES OF PURCHASING, OWNING OR DISPOSING OF OUR COMMON SHARES ARISING UNDER CANADIAN FEDERAL, CANADIAN PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S. STATE OR LOCAL TAX LAWS OR TAX LAWS OF JURISDICTIONS OUTSIDE THE
UNITED STATES OR CANADA. This summary is based on the current provisions of the Canadian Tax Act, proposed amendments to the Canadian Tax Act
publicly announced by the Minister of Finance (Canada) prior to the date hereof (the Proposed Amendments), and the provisions of the Convention as in effect on the date hereof. No assurance can be given that the Proposed
Amendments will be entered into law in the manner proposed, or at all. No advance income tax ruling has been requested or obtained from the Canada Revenue Agency to confirm the tax consequences of any of the transactions described herein. This summary is not exhaustive of all possible Canadian federal income tax consequences for U.S. Residents, and other than the Proposed Amendments, does not
take into account or anticipate any changes in law, whether by legislative, administrative, governmental or judicial decision or action, nor does it take into account Canadian provincial, U.S. or foreign tax considerations which may differ
significantly from those discussed herein. No assurances can be given that subsequent changes in law or administrative policy will not affect or modify the opinions expressed herein. Sale of Shares A U.S. Resident who disposes or is
deemed to dispose of our common shares will not be liable to tax under the Canadian Tax Act in respect of any capital gain realized on the disposition unless such shares constitute taxable Canadian property at the time of disposition for
purposes of the Canadian Tax Act and no relief is available under the Convention. Provided our common shares are not otherwise deemed to be taxable
Canadian property of a U.S. Resident and are listed on a designated stock exchange, as defined in the Canadian Tax Act (which currently includes the CSE), at the time of disposition, our shares will not constitute taxable Canadian
property of a U.S. Resident at that time, unless, at any time in the 60 month period preceding the disposition, the following two conditions were met concurrently: (a) 25% or more of the issued shares of any class of the capital stock of the issuer
were owned by any combination of (i) the U.S. Resident, (ii) persons with whom the U.S. Resident did not deal at arms length and (iii) partnerships in which persons referred to in (i) or (ii) hold a membership interest
(directly or indirectly through one or more partnerships); and (b) more than 50% of the fair market value of our common shares was derived from, directly or indirectly, any combination of (w) real or immovable property situated in Canada,
(x) Canadian resource properties (as defined in the Canadian Tax Act), (y) timber resource properties (as defined in the Canadian Tax Act), and (z) options in respect of, or an interest in, the property described in
(w) to (y), whether or not such property exists.  42




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##### Table of Contents

If our common shares constitute taxable Canadian property of a U.S. Resident, a capital gain arising on the
disposition of such securities may be exempt from tax in Canada pursuant to the Convention provided that the value of such securities is not derived principally from real property situated in Canada within the meaning of the Convention
(a Treaty Exempt Property). The Convention would generally not be available to a holder of our shares that is a U.S. resident limited liability company (a LLC) which is not subject to tax in the U.S. However,
the Convention may apply to exempt from tax in Canada the portion of a capital gain realized on a disposition of Treaty Exempt Property by such a U.S. Resident fiscally transparent LLC that is attributable to one or more members of the LLC that are
U.S. Residents. Such U.S. Residents should consult their tax advisors about their particular circumstances. Dividends Dividends paid or credited, or deemed to be paid or credited, to a U.S. Resident generally will be subject to Canadian withholding tax at a rate of 25% of the
gross amount of the dividend, unless the rate is reduced under the Convention. Currently, under the Convention the rate of Canadian non-resident withholding tax will generally be reduced to: 5% of the gross
amount of dividends if the beneficial owner is a company that is resident in the U.S. and that owns at least 10% of our voting shares; or 15% of the gross amount of dividends if the beneficial owner is some other U.S. Resident eligible for benefits
under the Convention. The Convention would generally not be available to a holder of our shares that is a U.S. resident LLC which is not subject to tax
in the U.S. However, the Convention may afford reduced withholding tax rates in respect of the portion of the dividends paid on our common shares that are received by a U.S. Resident fiscally transparent LLC to the extent such dividends are
attributable to one or more members of the LLC that are U.S. Residents. Such U.S. Residents should consult their tax advisors about their particular circumstances. United States Federal Income Tax Information for United States Holders The following is a general discussion of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from
the ownership and disposition of Common Shares. This discussion is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S.
Holder as a result of the ownership and disposition of Common Shares. In addition, this discussion does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax
consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this discussion is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with
respect to any particular U.S. Holder. In addition, this discussion does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, or non-U.S.tax consequences of the
ownership and disposition of Common Shares. Except as specifically set forth below, this discussion does not address applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state
and local and non-U.S. tax consequences of the ownership and disposition of Common Shares. No opinion from U.S.
legal counsel or ruling from the Internal Revenue Service (the IRS) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the ownership and disposition of Common Shares. This discussion is
not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, any position addressed in this discussion. In addition, because the authorities upon which this discussion is based are subject to
various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions addressed in this discussion. Scope of This
Discussion Authorities This discussion is
based on the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Canada-U.S. Tax Convention, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date hereof. Any of the authorities on which this discussion is based could be
changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this discussion. This discussion does not
address the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. U.S. Holders For purposes of this discussion, the
term U.S. Holder means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:  

an individual who is a citizen or resident of the U.S.;  

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or
organized in or under the laws of the U.S., any state thereof or the District of Columbia;  43




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

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or  

a trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or
more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. Non-U.S. Holders For purposes of this discussion, a non-U.S. Holder is a beneficial owner of Common Shares that is
not a partnership (or other pass-through entity) for U.S. federal income tax purposes and is not a U.S. Holder. This discussion does not address the U.S. federal income tax consequences applicable to
non-U.S. Holders arising from the ownership and disposition of Common Shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding all U.S.
federal, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any income tax treaties) relating to the ownership and disposition of Common Shares. U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed This discussion does not address the U.S. federal income tax considerations of the ownership and disposition of Common Shares by U.S. Holders that are subject
to special provisions under the Code, including, but not limited to, the following: (a) tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) broker-dealers, dealers, or traders in securities
or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a functional currency other than the U.S.
dollar; (e) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquire Common Shares in
connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property
held for investment purposes); and (h) U.S. Holders that own directly, indirectly, or by attribution, 10% or more of the outstanding stock of the Company. This discussion also does not address the U.S. federal income tax considerations
applicable to U.S. Holders who are U.S. expatriates or former long-term residents of the United States. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own
tax advisors regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) relating to the ownership and
disposition of Common Shares. If an entity or arrangement that is classified as a partnership (or other pass-through entity) for U.S. federal
income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership and the partners (or other owners) of such partnership of the ownership and disposition of the Common Shares generally will depend on the
activities of the partnership and the status of such partners (or other owners). This discussion does not address the U.S. federal income tax consequences for any such partner or partnership (or other pass-through entity or its owners).
Owners of entities and arrangements that are classified as partnerships (or other pass-through entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the
ownership and disposition of Common Shares. Ownership and Disposition of Common Shares Distributions on Common Shares Subject to the
passive foreign investment company (PFIC) rules discussed below (see Tax Consequences if the Company is a PFIC), a U.S. Holder that receives a distribution, including a constructive distribution, with
respect to Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated
earnings and profits of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated earnings and profits of the Company, such distribution will be
treated first as a tax-free return of capital to the extent of a U.S. Holders tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares (see Sale or
Other Taxable Disposition of Common Shares below). Dividends received on the Common Shares generally will not be eligible for the dividends received deduction available to U.S. corporate shareholders receiving dividends from U.S.
corporations. If the Company is eligible for the benefits of the Canada-U.S. Tax Convention or its shares are readily tradable on an established securities market in the U.S., dividends paid by the Company to non-corporate U.S. Holders generally will be eligible for the preferential tax rates applicable to long-term capital gains, provided certain holding period and other conditions are satisfied, including that the
Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules. Sale or Other Taxable Disposition of Common Shares Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of Common Shares, a U.S. Holder generally will recognize capital gain or
loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holders tax basis in the Common Shares sold or otherwise disposed of. Such capital gain or loss will be
long-term capital gain or loss if, at the time of the sale or other taxable disposition, the Common Shares have been held  44




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for more than one year. Preferential tax rates apply to long-term capital gains of non-corporate U.S. Holders. There are currently no preferential tax
rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code. A U.S. Holders tax basis in Common Shares generally will be such U.S. Holders
U.S. dollar cost for such Common Shares. PFIC Status of the Company If the Company is or becomes a PFIC, the preceding sections of this discussion may not describe the U.S. federal income tax consequences to U.S. Holders of the
ownership and disposition of Common Shares. The U.S. federal income tax consequences of owning and disposing of Common Shares if the Company is or becomes a PFIC are described below under the heading Tax Consequences if the Company is a
PFIC. A non-U.S. corporation is a PFIC for each tax year in which (i) 75% or more of its gross income is
passive income (as defined for U.S. federal income tax purposes) (the income test) or (ii) on average for such tax year, 50% or more (by value) of its assets either produces or is held for the production of passive income
(the asset test). For purposes of the PFIC provisions, gross income generally includes sales revenues less cost of goods sold, plus income from investments and from incidental or outside operations or sources, and
passive income generally includes dividends, interest, certain rents and royalties, and certain gains from commodities or securities transactions. In determining whether or not it is a PFIC, a
non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value). Under certain attribution and indirect ownership rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate shares of
the Companys direct or indirect equity interests in any company that is also a PFIC (a Subsidiary PFIC), and will be subject to U.S. federal income tax on their proportionate share of (a) any excess distributions,
as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such
Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of Common Shares. Accordingly, U.S. Holders should be aware that they
could be subject to tax even if no distributions are received and no redemptions or other dispositions of the Companys Common Shares are made. There can be no assurance that the Company will or will not be determined to be a PFIC for the current tax year or any prior or future tax year, and no
opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or will be requested. U.S. Holders should consult their own U.S. tax advisors regarding the PFIC status of the Company. Tax Consequences if the Company is a PFIC If the
Company is a PFIC for any tax year during which a U.S. Holder holds Common Shares, special rules may increase such U.S. Holders U.S. federal income tax liability with respect to the ownership and disposition of such shares. If the Company
meets the income test or the asset test for any tax year during which a U.S. Holder owns Common Shares, the Company will be treated as a PFIC with respect to such U.S. Holder for that tax year and for all subsequent tax years, regardless of whether
the Company meets the income test or the asset test for such subsequent tax years, unless the U.S. Holder elects to recognize any unrealized gain in the Common Shares or makes a timely and effective QEF Election or Mark-to-Market Election. Under the default PFIC rules:  

any gain realized on the sale or other disposition (including dispositions and certain other events that would
not otherwise be treated as taxable events) of Common Shares (including an indirect disposition of the stock of any Subsidiary PFIC) and any excess distribution (defined as a distribution to the extent it (together with all other
distributions received in the relevant tax year) exceeds 125% of the average annual distributions received during the preceding three years) received on Common Shares or with respect to the stock of a Subsidiary PFIC will be allocated ratably to
each day of such U.S. Holders holding period for the Common Shares;  

the amount allocated to the current tax year and any year prior to the first year in which the Company was a PFIC
will be taxed as ordinary income in the current year;  

the amount allocated to each of the other tax years (the Prior PFIC Years) will be subject to
tax at the highest ordinary income tax rate in effect for the applicable class of taxpayer for that year; and  

an interest charge will be imposed with respect to the resulting tax attributable to each Prior PFIC Year, which
interest charge is not deductible by non-corporate U.S. Holders. A U.S. Holder that makes a
timely and effective mark-to-market election under Section 1296 of the Code (a
Mark-to-Market Election) or a timely and effective election to treat the Company and each Subsidiary PFIC as a qualified electing fund (a
QEF) under Section 1295 of the Code (a QEF Election) may generally mitigate or avoid the PFIC consequences described above with respect to Common Shares.  45




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A timely and effective QEF Election requires a U.S. Holder to include currently in gross income each year
its pro rata share of the Companys ordinary earnings and net capital gains, regardless of whether such earnings and gains are actually distributed. Thus, a U.S. Holder could have a tax liability with respect to such ordinary earnings or gains
without a corresponding receipt of cash from the Company. If the Company is a QEF with respect to a U.S. Holder, the U.S. Holders basis in the Common Shares will be increased to reflect the amount of the taxed but undistributed income.
Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the Common Shares and will not be taxed again as a distribution to a U.S. Holder. Taxable gains on the disposition of Common Shares by a U.S.
Holder that has made a timely and effective QEF Election are generally capital gains. A U.S. Holder must make a QEF Election for the Company and each Subsidiary PFIC if it wishes to have this treatment. To make a QEF Election, a U.S. Holder will
need to have an annual information statement from the Company setting forth the ordinary earnings and net capital gains for the year. In general, a U.S. Holder must make a QEF Election on or before the due date for filing its income tax return for
the first year to which the QEF Election will apply. Under applicable Treasury Regulations, a U.S. Holder will be permitted to make retroactive elections in particular circumstances, including if it had a reasonable belief that the Company was not a
PFIC and filed a protective statement. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to
apply to both PFICs. A Mark-to-Market Election may be made with respect
to stock in a PFIC if such stock is regularly traded on a qualified exchange or other market (within the meaning of the Code and the applicable Treasury Regulations). A class of stock that is traded on one or more qualified
exchanges or other markets is considered to be regularly traded for any calendar year during which such class of stock is traded in other than de minimis quantities on at least 15 days during each calendar quarter. If the Common Shares
are considered to be regularly traded within this meaning, then a U.S. Holder generally will be eligible to make a Mark-to-Market Election with respect to
its shares. A Mark-to-Market Election may not be made with respect to the stock of any Subsidiary PFIC because such stock is not marketable. Hence, a Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code, described above, with respect to deemed
dispositions of Subsidiary PFIC stock or excess distributions with respect to a Subsidiary PFIC. A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to Common Shares generally will be required to recognize as ordinary income in each tax year in which the Company is a PFIC an amount
equal to the excess, if any, of the fair market value of such shares as of the close of such taxable year over the U.S. Holders adjusted tax basis in such shares as of the close of such taxable year. A U.S. Holders adjusted tax basis in
the Common Shares generally will be increased by the amount of ordinary income recognized with respect to such shares. If the U.S. Holders adjusted tax basis in the Common Shares as of the close of a tax year exceeds the fair market value of
such shares as of the close of such taxable year, the U.S. Holder generally will recognize an ordinary loss, but only to the extent of net mark-to-market income
recognized with respect to such shares for all prior taxable years. A U.S. Holders adjusted tax basis in its Common Shares generally will be decreased by the amount of ordinary loss recognized with respect to such shares. Any gain recognized
upon a disposition of the Common Shares generally will be treated as ordinary income, and any loss recognized upon a disposition generally will be treated as an ordinary loss to the extent of net mark-to-market income recognized for all prior taxable years. Any loss recognized in excess thereof will be taxed as a capital loss. Capital losses are subject to significant limitations under the Code. Foreign Tax Credit A U.S. Holder that pays
(whether directly or through withholding) Canadian income tax in connection with the ownership or disposition of Common Shares may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income
tax paid. Generally, a credit will reduce a U.S. Holders U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.
Holders income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all creditable foreign taxes paid (whether directly
or through withholding) by a U.S. Holder during a year. Complex limitations apply to the foreign tax credit, including the general limitation that the
credit cannot exceed the proportionate share of a U.S. Holders U.S. federal income tax liability that such U.S. Holders foreign source taxable income bears to such U.S. Holders worldwide taxable income. In applying this
limitation, a U.S. Holders various items of income and deduction must be classified, under complex rules, as either foreign source or U.S. source. Generally, dividends paid by a
non-U.S. corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a non-U.S. corporation by a U.S. Holder should be
treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the Common Shares that is treated as
a dividend may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately
with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules. Special rules apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the
foreign tax credit are complex, and a U.S. Holder should consult its own tax advisor regarding their application to the U.S. Holder.  46




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Receipt of Foreign Currency The amount of any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the ownership of Common Shares, or on the sale or other
taxable disposition of Common Shares, will be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the payment,
regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to
their U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other
disposition of the Canadian dollars may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S.
Holders who use the accrual method with respect to foreign currency. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars. Information Reporting; Backup Withholding Under
U.S. federal income tax law, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure
obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets
includes not only financial accounts maintained in non-U.S. financial institutions, but also, if held for investment and not in an account maintained by certain financial institutions, any stock or security
issued by a non-U.S. person, any financial instrument or contract that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. A
U.S. Holder may be subject to these reporting requirements unless such U.S. Holders Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial.
U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns on IRS Form 8938, and, if applicable, filing obligations relating to the PFIC rules, including possible reporting on IRS Form 8621. Payments made within the U.S. or by a U.S. payor or U.S. middleman of (a) distributions on the Common Shares, and (b) proceeds arising from the sale
or other taxable disposition of Common Shares generally will be subject to information reporting. In addition, backup withholding, currently at a rate of 24% for the 2018 to 2025 tax years (increasing to 28% for tax years after 2025), may apply to
such payments if a U.S. Holder (a) fails to furnish such U.S. Holders correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S.
taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. Certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup
withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against a U.S. Holders U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes
required information to the IRS in a timely manner. The information reporting and backup withholding rules may apply even if, under the Canada-U.S. Tax Convention, payments are exempt from the dividend
withholding tax or otherwise eligible for a reduced withholding rate. The discussion of reporting requirements set forth above is not intended to
constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and, under
certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. THE ABOVE DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL U.S. TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE
OWNERSHIP AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.  F.
Dividends and Paying Agents There are no restrictions in the Issuers organizational documents or elsewhere that could prevent the Issuer from paying dividends. The Issuer does not
contemplate paying any dividends in the immediate future, as it anticipates investing all available funds to finance the growth of the Issuers business. The board of directors will determine if, and when, to declare and pay dividends in the
future from funds properly applicable to the payment of dividends based on the Issuers financial position at the relevant time. All of the Common Shares will be entitled to an equal share in any dividends declared and paid on a per share
basis. The Issuer has not currently identified a paying agent.  47




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G.
Statements by Experts Not applicable  H.
Documents on Display We filed a registration statement on Form 20-F filed the Securities and Exchange Commission in Washington, D.C.
(Registration No. 000-30084) on June 15, 1994, which became effective August 15, 1994. The Registration Statement contains exhibits and schedules. Any statement in this Form 20-F about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the Registration Statement, the contract or document is deemed to modify the
description contained in this Form 20-F. You must review the exhibits themselves for a complete description of the contract or documents. We file annual reports and furnish other information with the SEC. You may read and copy any document that we file at the SECs Public Reference Room at
100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the Commission at (http://www.sec.gov). We also file information with the Canadian Securities Administrators via SEDAR (www.sedar.com).  I.
Subsidiary Information The Issuers only subsidiary is Graph Blockchain Limited. Refer to Item 4 of this Form 20-F for more information
about our subsidiary.  Item 11.
Quantitative and Qualitative Disclosures about Market Risk Market risk is the risk of loss related to changes in market prices, including interest rates and foreign exchange rates, of financial instruments that may
adversely impact our consolidated financial position, results of operations or cash flows. Inflation-related risks We do not believe that inflation has had a material impact on our revenues or income over the past two fiscal years. However, increases in inflation could
result in increases in our expenses, which may not be readily recoverable in the price of goods or services provided to our clients. To the extent that inflation results in rising interest rates and has other adverse effects on capital markets, it
could adversely affect our financial position and profitability. Foreign currency exchange risk Foreign exchange risk is the risk arising from changes in foreign currency fluctuations. Foreign currency fluctuations have not previously had a material
impact on the Companys financial results. Consequently, the Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency rates. It is the opinion of management that the foreign exchange risk to
which the Company is exposed is currently minimal. However, with the completion of the Acquisition, the Company anticipates that the fluctuations of the
South Korean won and Canadian dollar may impact the Companys financial results moving forward. The Company intends to monitor such potential impact and will possibly develop a hedging policy if such fluctuations become material.  Item 12.
Description of Securities Other Than Equity Securities Not applicable. Part II  Item 13.
Defaults, Dividend Arrearages and Delinquencies Not applicable  Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds Not applicable  Item 15.
Controls and Procedures Not applicable  48




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Item 16.
A. Audit Committee Financial Experts Not applicable  Item 16.
B. Code of Ethics Not applicable  Item 17.
C. Principal Accountant Fees and Services Not applicable  Item 18.
D. Exemptions from the Listing Standards for Audit Committees Not applicable  Item 19.
E. Purchases of Equity Securities by the Company and Affiliated Purchasers None  Item 20.
F. Change in Registrants Certifying Accountant Not applicable  Item 21.
G. Corporate Governance Not applicable  Item 22.
H. Mine Safety Disclosure Not applicable. Part III  Item 23.
Financial Statements In lieu of responding to this item, we have responded to Item 18 of this Form 20-F.  Item 24.
Financial Statements The (i) audited financial statements of the Issuer for the years ended April 30, 2018, April 30, 2017 and April 30, 2016, (ii) the
condensed interim consolidated financial statements of the Issuer for the three month period ended July 31, 2018, (iii) the audited financial statements of Graph for the period from incorporation (November 22, 2017) to July 31, 2018) and
(iv) the pro forma consolidated statement of the financial position of the Issuer as at July 31, 2018, each as required under Item 18 are attached hereto starting on page F-1 of this Form 20-F. All of the financial information is presented herein in accordance with IFRS, as issued by the International Accounting Standards Board.  49




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Item 25.
Exhibits  ExhibitNumber

Description1.1

Articles of Incorporation with Bylaws dated October 6, 1982(P)

(1)1.2

Certificate of Name Change and Special Resolution dated February 23, 1993(P)

(1)1.3

Memorandum and articles of incorporation amended effective April 5, 2005

(2)1.4

Certificate of Change of Name, dated November 6, 2018

(3)4.1

Stock Option Plan of the Issuer dated November 6, 2018

(3)4.2

Amended and Restated Asset Purchase Agreement, dated February 14, 2017, between REGI U.S. and Reg Technologies Inc.

(3)4.3

Definitive Agreement (Amalgamation Agreement), dated November 6, 2018, among Reg Technologies Inc., Graph Blockchain Limited and 2659468 Ontario Inc.

(3)4.4

Escrow Agreement, dated November 6, 2018, among Graph Blockchain Inc., Computershare Investor Services Inc. and each of the securityholders signatory thereto.

(3)4.5

Agreement for the Appointment of a Graph Blockchain Distribution Partner, dated February 26, 2018, between Graph Blockchain Limited and Rainbow Soft Co., Ltd.

(3)8.1

The sole subsidiary of the Issuer is Graph Blockchain Limited.  1)
Incorporated by reference to the Registrants Registration Statement on Form 20-F filed on June 15, 1994 with the US Securities and Exchange Commission 2)
Incorporated by reference to the Registrants Annual Report on Form
20-F for the fiscal year ended April 30, 2006 3)
Exhibits filed herewith. (P)
Paper exhibits  50




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SIGNATURE The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this registration statement on its behalf.  Date: November 21, 2018



GRAPH BLOCKHAIN INC./s/ Peter KimPeter KimChief Executive Officer  51




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Reg Technologies Inc. Financial Statements (Expressed in Canadian Dollars) April 30, 2018  F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Sole Director of Reg Technologies, Inc. Opinion on the Financial Statements We have
audited the accompanying statements of financial position of Reg Technologies, Inc. (the Company) as of April 30, 2018 and 2017, and the related statements of operations, changes in equity, and cash flows for the years then ended,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018 and 2017,
and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Going Concern Matter The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty. Basis for Opinion These
financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards
generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for
the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.  /s/ MaloneBailey, LLPwww.malonebailey.comWe have served as the Companys auditor since 2018.Houston, TexasJuly 27, 2018  The accompanying notes
are an integral part of these financial statements. F-2




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##### Table of Contents

Reg Technologies Inc. Statements of Financial Position (Expressed in Canadian Dollars)  As at


As atApril 30,


April 30,2018


2017$


$AssetsCurrentHST/GST receivable


4,357



4,0104,357



4,010LiabilitiesCurrentAccounts payable


87,599



84,014Accrued liabilities


75,000



45,000Due to related parties (Note 7)


90,552



53,835253,151



182,849Shareholders DeficitShare Capital (Note 6)


13,636,565



13,636,565Warrants (Note 6)


1,141,249



1,141,249Contributed Surplus


10,864,172



10,864,172Deficit


(25,890,780
)


(25,820,825
)(248,794
)


(178,839
)4,357



4,010  Nature and Continuance of Operations(Note 1)Subsequent event(Note 10)On behalf of the Board:Paul
Chute

DirectorPaul Chute  The accompanying notes
are an integral part of these financial statements. F-3




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##### Table of Contents

Reg Technologies Inc. Statements of Operations and Comprehensive Loss (Expressed in
Canadian Dollars)  For the year ended


For the year endedApril 30,


April 30,2018


2017$


$ExpensesForeign exchange (gain) loss


2,525



(1,125
)Management and directors fees (Note 7)


30,000



50,000Office expenses






3,155Professional fees


30,000



41,812Transfer agent and filing fees


7,430



8,823Travel and promotion






3,097Loss before other income (expense)


(69,955
)


(105,762
)Net and comprehensive loss


(69,955
)


(105,762
)Loss per share  basic and diluted


(0.00
)


(0.00
)Weighted average number of common shares outstanding  basic and diluted


49,547,092



49,372,559  The accompanying notes
are an integral part of these financial statements. F-4




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##### Table of Contents

Reg Technologies Inc. Statements of Cash Flows (Expressed in Canadian Dollars)  For the year


For the yearended April 30,


ended April 30,2018


2017$


$Cash flows used in operating activitiesNet loss


(69,955
)


(105,762
)Adjustments to reconcile loss to net cash used by operating activities:Changes in non-cash working capital items:GST Receivable


(347
)


(915
)Accounts payable and accrued liabilities


33,585



51,424Due to related parties


36,717



55,199Net cash used in operating activities






(54
)Decrease in cash






(54
)Cash and cash equivalent, beginning






54Cash and cash equivalent, ending






Non-cash itemsNon-controlling interest reclassified to contributed
surplus






84,547Accounts payable settled by REGI U.S., Inc.






67,800Related party balances settled by REGI U.S., Inc.






124,075Supplemental DisclosuresInterest paid






Income taxes paid






  The accompanying notes
are an integral part of these financial statements. F-5




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##### Table of Contents

Reg Technologies Inc. Statements of Changes in Equity (Expressed in Canadian Dollars)  Total


Non-Common


Common


Contributed








Shareholders


ControllingShares#


Shares$


Surplus$


Warrants$


Deficit$


Equity$


interest$Balance  April 30, 2016


49,329,670



13,636,565



10,587,750



1,141,249



(25,715,063
)


(349,499
)


84,547Disposition of assets


217,422







84,547











84,547



(84,547
)Liabilities settled by REGI U.S., Inc.










191,875











191,875



Net loss


















(105,762
)


(105,762
)


Balance  April 30, 2017


49,547,092



13,636,565



10,864,172



1,141,249



(25,820,825
)


(178,839
)


Net loss


















(69,955
)


(69,955
)


Balance  April 30, 2018


49,547,092



13,636,565



10,864,172



1,141,249



(25,890,780
)


(248,794
)


  The accompanying notes
are an integral part of these financial statements. F-6




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  1.
Nature and Continuance of Operations Reg Technologies Inc. (Reg Tech or the Company) was a development stage company in the business of developing and
commercially exploiting an improved axial vane type rotary engine known as the RandCamTM/Direct Charge Engine and other RandCamTM / RadMax®
applications (the Technology). The worldwide marketing and intellectual rights, other than in the U.S., were held by the Company. REGI U.S., Inc. (REGI) (a U.S. public company) owned the U.S. marketing and intellectual
rights. The Company and REGI had a project cost sharing agreement whereby these two companies each funded 50% of the development of the Technology. Effective February 17, 2017 REGI purchased all of Reg Techs assets including all rights to the Technology with the issuance of
51,757,119 shares of REGIs common stock, which were distributed to the shareholders of the Company as dividend in kind. The Company is currently actively searching for a business. Asset Sales Agreement On
September 16, 2016, the Company entered into an asset sales/purchase agreement (the ASA) with REGI, a public company with a common director and officer and whose common stock is listed on OTC.QB to sell all of the Companys
assets to REGI, with the issuance of 46,173,916 unregistered common shares of REGI. The ASA was amended on February 14, 2017 to increase the consideration shares to an aggregate of 51,757,119 unregistered common shares of REGI and to amend the
list of the assets purchased. The shares issued to the Company were distributed to the Companys shareholders as dividend in kind. The transaction was closed on February 17, 2017 upon TSX Venture Exchange approval. Upon closing of the ASA, all assets of the Company except GST receivable were transferred from Reg Tech to REGI. In addition, upon closing of
the ASA, REGI settled on behalf of Reg Tech the Companys accounts payable of $67,800 and balances owed to other related parties of $124,075, the total settlement of $191,875 was recorded as addition to contributed surplus during the year ended
April 30, 2017. Going Concern In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not
yet produced any revenues and the Company has incurred recurring operating losses as is normal in development stage companies. The Company has net capital deficiency and has accumulated losses of $25,890,780 since inception. These factors raise
substantial doubt about the Companys ability to continue as a going-concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to
raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for its products. Management is aware that material uncertainties exist, related to current economic conditions, which could adversely affect the Companys
ability to continue to finance its activities. The Company receives interim support from affiliated companies and plans to raise additional capital through debt and/or equity financings. The Company may also raise additional funds through the
exercise of warrants and stock options. There is no certainty that the Companys efforts to raise additional capital will be
successful. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in
normal operations.  F-7




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  2.
Statement of compliance These financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting
Standards (IFRS), as issued by the International Accounting Standards Board (IASB). These financial statements
were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on July 27, 2018.  3.
Significant Accounting Policies Basis of preparation These financial statements were prepared on a going concern basis, under the historical cost convention, except for the revaluation of certain
financial instruments. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgment in applying the Companys accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 4. Basis of consolidation and presentation These financial statements include the accounts of the Company, and its 51% owned subsidiary, Rand Energy Group Inc. (Rand) until
February 17, 2017 when it was sold to REGI and the related non-controlling interest of $84,547 was reclassified to contributed surplus. All significant inter-company balances and transactions were eliminated upon consolidation. Investment in associates Investments in which the Company had the ability to exert significant influence but did not have control were accounted for using the equity
method whereby the original cost of the investment was adjusted annually for the Companys share of earnings, losses and dividends during the current year. Cash equivalents Cash
equivalents consist of highly liquid investments that are readily convertible to cash with original maturities of three months or less when purchased.  F-8




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017   3.
Significant Accounting Policies (Contd)  Foreign currency translation The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency
of the Company and each of its subsidiaries is the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects ofChanges in Foreign Exchange
Rates. Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the
transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rate while
non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains
and losses arising on translation are included in comprehensive loss. Income taxes Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items
recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect
neither accounting nor tax loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilized. To the extent that the Company does not consider it probable that a future income tax asset will be recovered, it does not recognize the asset.  F-9




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017   3.
Significant Accounting Policies (Contd)  Loss per share Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the
treasury stock method for calculating diluted loss per share. Under this method the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It
assumes that the proceeds would be used to purchase common shares at the average market price during the period. However, diluted loss per share is not presented where the effects of various conversions and exercise of options and warrants would be
anti-dilutive. Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding. Financial instruments Initial recognition and measurement Financial assets and liabilities are initially recognized at fair value. Financial assets are classified at initial recognition as financial
assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or
available-for-sale financial assets. The Company does not use any hedging instruments. Financial instruments measured at fair value are classified into one of three
levels in the fair value hierarchy according to the reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - inputs that are not based on observable market data. At April 30, 2018 and 2017, all of the financial instruments measured at fair value are included in Level 1. The Companys financial instruments consist of cash, amounts due to related parties, and accounts payable; the fair values of which are
considered to approximate their carrying value due to their short-term maturities or ability of prompt liquidation. Impairment of
assets The carrying amount of the Companys assets (which includes the exploration and evaluation asset) are reviewed at each
reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever
the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss. The recoverable amount of assets is the greater of an assets fair value less cost to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is only reversed if there is an
indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no
impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.  F-10




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017   3.
Significant Accounting Policies (Contd) Financial instruments (Contd)  Subsequent measurement The subsequent measurement of financial assets depends on their classification. Financial assets at fair value through profit or loss includes
financial assets held-for-trading which represent assets that are acquired for the purpose of selling or repurchasing in the near term. These financial assets are
initially recorded in the statement of financial position at fair value with changes in fair value recognized in the statement of comprehensive loss. Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. After initial
measurement at fair value, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the
statement of comprehensive loss. Held-to-maturity
investments represent assets to be held until a specific time period and are initially measured at fair value, including transaction costs. After initial measurement at fair value, such financial assets are subsequently measured at amortized cost
using the effective interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the statement of comprehensive loss. Available-for-sale financial assets are investments in equity
instruments that are measured at fair value with gains and losses, net of applicable taxes, included in other comprehensive income until the asset is removed from the statement of financial position. Once this occurs, the resultant gains or losses
are recognized in comprehensive loss. Any permanent impairment of available-for-sale financial assets is also included in the statement of comprehensive loss. Financial liabilities are initially recorded at fair value and are designated as fair value through profit or loss or other financial
liabilities. Derivative financial liabilities are classified as fair value through profit or loss and are initially recorded in the statement of financial position at fair value with changes in fair value recognized in finance income or finance cost
in the statement of comprehensive loss. Non-derivative financial liabilities are recorded at amortized cost using the effective interest rate method. Any amortization of the effective interest rate method is recognized in the statement of
comprehensive loss. Financial assets, others than those at fair value through profit and loss are assessed for indicators of impairment at
each period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after initial recognition of the financial asset, the estimated future cash flows of the investment have been
impacted. The amount of impairment loss is recognized in the statement of comprehensive loss. Any subsequent reversals of impairment are also recognized in the statement of comprehensive income (loss), except for those related to available-for-sale financial assets. New standards and
interpretations IFRS 9  Financial Instruments (IFRS 9) was issued by the IASB in July 2014 and will replace IAS 39
 Financial Instruments: Recognition and Measurement (IAS 39). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in
IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of
financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is adopted May 1, 2018. Other new accounting standards and interpretations are either not applicable or not expected to have a significant impact on the Companys
financial statements.  F-11




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  4.
Critical Accounting Estimates and Judgments Use of Estimates The
preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions about the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the results of
operations. Significant areas requiring the use of management estimates include determination of accrued liabilities, deferred tax assets and stock-based compensation. Actual results could differ from the estimates made. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimates are revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Use of judgements Critical accounting judgements are accounting policies that have been identified as being complex or involving subjective judgements or
assessments with a significant risk of material adjustment in the next year.  (i)
Determination of functional currency The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities,
retention of operating cash flows, and frequency of transactions with the reporting entity.  (ii)
Valuation of share-based payments The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of
subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Companys earnings and equity reserves.  (iii)
Income taxes In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income,
applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives
additional weight to positive and negative evidence that can be objectively verified.  (iv)
Going concern The assessment of the Companys ability to execute its strategy by funding future working capital requirements involves judgment. The
directors monitor future cash requirements to assess the Companys ability to meet these future funding requirements.  F-12




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  5.
Financial Instruments and Risk Management Foreign exchange risk The
Company is primarily exposed to currency fluctuations relative to the Canadian dollar through expenditures that are denominated in US dollars. Also, the Company is exposed to the impact of currency fluctuations on its monetary assets and
liabilities. The operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations in exchange
rates will, consequently, have an impact upon the reported operations of the Company and may affect the value of the Companys assets and liabilities. The Company currently does not enter into financial instruments to manage foreign exchange risk. The Company is exposed to foreign currency risk through the following financial assets and liabilities that are denominated in United States
dollars:  April 30, 2018

Accounts Payable$
28,049 At April 30, 2018 with other variables unchanged, a +/-10% change
in exchange rates would increase/decrease pre-tax loss by approximately +/- $2,805. Interest
rate and credit risk As at April 30, 2018 and 2017, the Company has minimal cash balances and no interest-bearing debt. The
Company has no significant concentrations of credit risk arising from operations. The Companys current policy is to invest any significant excess cash in investment-grade short-term deposit certificates issued by reputable financial
institutions with which it keeps its bank accounts and management believes the risk of loss to be remote. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Receivables consist of goods and services tax due from the Federal Government. Management believes that the credit risk concentration with
respect to receivables is remote. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.The Company manages
liquidity risk through the management of its capital structure and financial leverage as outlined in Note 9.  6.
Share Capital Authorized  Unlimited

Common shares without par valueUnlimited

Preferred shares with a $1 par value, redeemable for common shares on the basis of 1 common share for 2 preferred sharesUnlimited

Class A non-voting shares without par value. Special rights and restrictions apply.  F-13




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  6.
Share Capital (Contd)  Treasury Shares At April 30, 2016, Rand owns 217,422 shares of the Company that have been deducted from the total shares issued and outstanding as
treasury shares. Upon disposition of the Companys ownership of 51% of Rand on February 17, 2018 the 217,422 ceased to be recorded as treasury shares. Stock Options The
Company has implemented a stock option plan (the Plan) to be administered by the Board of Directors. Pursuant to the Plan, the Board of Directors has discretion to grant options for up to a maximum of 10% of the issued and outstanding
common shares of the Company at the date the options are granted. The option price under each option shall be not less than the discounted market price on the grant date. The expiry date of an option shall be set by the Board of Directors at the
time the option is awarded, and shall not be more than five years after the grant date. All options granted under the 2000 plan have the
following vesting schedule:  i)
Up to 25% of the option may be exercised at any time during the term of the option; such initial exercise is
referred to as the First Exercise.  ii)
The second 25% of the option may be exercised at any time after 90 days from the date of First Exercise; such
second exercise is referred to as the Second Exercise.  iii)
The third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise; such
third exercise is referred to as the Third Exercise.  iv)
The fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third
Exercise.  v)
The options expire 60 months from the date of grant. All options granted under the 2009 plan have the following vesting schedule: (i) no more than 25% of an option may be exercised during any 90 day period during the term of the option; and (ii) each optionee is restricted from selling more than 25% of the shares that may be acquired upon exercise of an option during any 90
day period. Options granted to consultants engaged in investor relations activities will vest in stages over a minimum of 12 months with
no more than 25% of the options vesting in any three-month period. No options were granted or vested during the years ended April 30,
2018 and 2017. The Company had no option outstanding at April 30, 2018. The following is a summary of options activities during the
years ended April 30, 2018 and 2017:  Number ofoptions


Weightedaverageexerciseprice$Outstanding at April 30, 2016


2,550,000



0.11Forfeited


(2,500,000
)


0.11Outstanding at April 30, 2017


50,000



0.11Expired


(50,000
)


0.11Outstanding at April 30, 2018






  F-14




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  7.
Equity Accounted Investees and Related Party Transactions REGI The Companys
investment in REGI was reduced to $nil as the Companys share of past losses exceeded the carrying value of the investment in REGI. Prior to the Companys ASA effective on February 17, 2017, the Company owned 2,744,700 shares of
REGIs common stock which were distributed to the Companys shareholders as dividend in kind during the year ended April 30, 2017, and Rand owned 588,567 shares of REGIs common stock. As at April 30, 2017 REGI ceased to be
recorded as an equity accounted investee of the Company. Upon closing of the ASA, all assets of the Company except GST receivable were
transferred from Reg Tech to REGI. In addition, upon closing of the ASA, the REGI settled on behalf of Reg Tech the Companys accounts payable of $67,800 and balances owed to other related parties of $124,075, the total settlement of $191,875
was recorded as addition to contributed surplus during the year ended April 30, 2017. Minewest Prior to the Companys ASA with REGI, the Companys investment of 26.10% ownership in Minewest was recorded at $Nil under equity
method. Upon completion of the ASA with REGI Minewest ceased to be recorded as an equity accounted investee of the Company. Other
related parties During the year ended April 30, 2018, management fees of $30,000 (2017$50,000) were accrued and not paid to
the sole director and officer of the Company. All related party transactions are in the normal course of operations and have been measured
at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties. At April 30, 2018
and 2017, the Company owed an aggregate of $90,552 and $53,835, respectively to related parties, as follows:  April 30, 2018


April 30, 2017$


$REGI


8,704



1,987Teryl Resources Corp.


1,848



1,848Sole director and officer


80,000



50,00090,552



53,835  F-15




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  8.
Income Taxes Income tax expense differs from the amount that would result from applying the combined federal and provincial income tax rate to earnings
before income taxes. These differences result from the following items:  For the year endedApril 30, 2018


For the year endedApril 30, 2017$


$Net loss before income taxes


(69,955
)


(105,762
)Combined federal and provincial income tax rate


26.00
%


26.00
%Expected income tax recovery


(18,188
)


(27,498
)Increase due to:Current and prior tax attributes not recognized


18,188



27,498Income tax expense (recovery)






 The components of deferred tax assets are as follows:  2018


2017$


$Non-capital and capital losses


1,427,617



1,409,4291,427,617



1,409,429Unrecognized deferred tax assets


(1,427,617
)


(1,409,429
)Net deferred tax assets






 The Company has non-capital losses of approximately $4,265,526 that
may be available to offset future income for income tax purposes. These losses expire as follows:  $2026


402,2532027


316,6062028


432,8932029


529,8822030


396,9862031


412,5862032


391,7512033


355,7732034


280,4822035


334,7662036


235,8312037


105,7622038


69,9554,265,526 At April 30, 2018, the net amount which would give rise to a deferred income tax asset has not been
recognized as it is not probable that such benefit will be utilized in the future years. The Company is open to examination for tax years 2006 through 2018 due to the carry back of net operating losses.  F-16




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##### Table of Contents

Reg Technologies Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the Years Ended April 30, 2018 and 2017  9.
Capital Management The Companys objectives when managing capital are to safeguard the Companys ability to continue as a going concern in order to
maintain the Companys good standing and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company currently does not have a business, its principal source of funds is from the issuance of
common shares. In the management of capital, the Company includes the share capital as well as cash and receivables. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics
of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and short-term investments. The Company expects its capital resources, which include share offering will be sufficient to carry its operations through its current
operating period. The Company is not subject to externally imposed capital requirements and there were no changes in its approach to
capital management during the year ended April 30, 2018.  10.
Subsequent Event On July 26, 2018 the Company issued a secured promissory note of $29,950 at interest rate of 1% per month, secured against the
Companys current and future assets, repayable the earlier of August 31, 2018 and the closing of the next private placement.  F-17




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##### Table of Contents

Reg Technologies Inc. Consolidated Financial Statements (Expressed in Canadian
Dollars) April 30, 2017  F-18




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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Sole Director of Reg Technologies, Inc. Opinion on the Financial Statements We have
audited the accompanying statement of financial position of Reg Technologies, Inc. (the Company) as of April 30, 2017, and the related statements of operations, changes in equity, and cash flows for the year then ended, and the
related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2017, and the results of
its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Going Concern Matter The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty. Basis for Opinion These
financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards
generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for
the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.  /s/ MaloneBailey, LLPwww.malonebailey.comWe have served as the Companys auditor since 2018. Houston, Texas
July 27, 2018  The accompanying notes
are an integral part of these consolidated financial statements. F-19




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##### Table of Contents

Reg Technologies Inc. Consolidated Statements of Financial Position (Expressed in
Canadian Dollars)  As atApril 30, 2017$


As atApril 30, 2016$AssetsCurrentCash and cash equivalent






54HST/GST receivable


4,010



3,0954,010



3,149LiabilitiesCurrentAccounts payable


84,014



116,390Accrued liabilities


45,000



29,000Due to related parties (Note 7)


53,835



122,711182,849



268,101Shareholders DeficitShare Capital (Note 6)


13,636,565



13,636,565Warrants (Note 6)


1,141,249



1,141,249Contributed Surplus


10,864,172



10,587,750Deficit


(25,820,825
)


(25,715,063
)(178,839
)


(349,499
)Non-controlling interest






84,5474,010



3,149  Nature and Continuance of Operations(Note 1)Subsequent event(Note 10)On behalf of the Board:Paul Chute

DirectorPaul Chute  The accompanying notes
are an integral part of these consolidated financial statements. F-20




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##### Table of Contents

Reg Technologies Inc. Consolidated Statements of Operations and Comprehensive Loss (Expressed in Canadian Dollars)  For the year endedApril 30,2017$


For the year endedApril 30,2016$ExpensesShareholder communication






21,276Foreign exchange gain


(1,125
)


(24,689
)Management and directors fees (Note 7)


50,000



42,959Office expenses


3,155



26,061Professional fees


41,812



28,159Research and development






53,983Rent and utilities (Note 7)






13,950Transfer agent and filing fees


8,823



15,907Travel and promotion


3,097



Wages and benefits






19,007Loss before other income (expense)


(105,762
)


(196,613
)Other income (expense)Interest income






304Gain on settlement of debt






6,586Write-off of receivable from REGI US (Note 7)






(1,456,985
)Net and comprehensive loss


(105,762
)


(1,646,708
)Net and comprehensive loss attributable to:Shareholders of the Company


(105,762
)


(1,659,337
)Non-controlling interest






12,629(105,762
)


(1,646,708
)Loss per share  basic and diluted


(0.00
)


(0.03
)Weighted average number of common shares outstanding  basic and diluted


49,372,559



49,329,670  The accompanying notes
are an integral part of these consolidated financial statements. F-21




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##### Table of Contents

Reg Technologies Inc. Consolidated Statements of Cash Flows (Expressed in Canadian
Dollars)  For the yearended April 30,2017$


For the yearended April 30,2016$Cash flows used in operating activitiesNet loss


(105,762
)


(1,646,708
)Adjustments to reconcile loss to net cash used by operating activities:Gain on debt settlement






(6,586
)Unrealized loss on foreign exchange






8,909Write-off of receivable from REGI US






1,456,985Changes in non-cash working capital items:GST Receivable


(915
)


(1,251
)Prepaid expenses






26,416Accounts payable and accrued liabilities


51,424



28,665Due to related parties


55,199



96,681Net cash used in operating activities


(54
)


(36,889
)Cash flows used in investing activitiesAdvances to REGI






(138,311
)Net cash used in investing activities






(138,311
)Decrease in cash


(54
)


(175,200
)Cash and cash equivalent, beginning


54



175,254Cash and cash equivalent, ending






54Non-cash itemsNon-controlling interest reclassified to contributed
surplus


84,547



Accounts payable settled by REGI U.S., Inc.


67,800



Related party balances settled by REGI U.S., Inc.


124,075



Supplemental DisclosuresInterest paid






Income taxes paid






  The accompanying notes
are an integral part of these consolidated financial statements. F-22




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##### Table of Contents

Reg Technologies Inc. Consolidated Statements of Changes in Equity (Expressed in
Canadian Dollars)  CommonShares#


CommonShares$


ContributedSurplus$


Warrants$


Deficit$


TotalShareholdersEquity$


Non-Controllinginterest$Balance  April 30, 2015


49,329,670



13,636,565



10,587,750



1,141,249



(24,055,726
)


1,309,838



71,918Net loss


















(1,659,337
)


(1,659,337
)


12,629Balance  April 30, 2016


49,329,670



13,636,565



10,587,750



1,141,249



(25,715,063
)


(349,499
)


84,547Disposition of assets


217,422







84,547











84,547



(84,547
)Liabilities settled by REGI U.S., Inc.










191,875











191,875



Net loss


















(105,762
)


(105,762
)


Balance  April 30, 2017


49,547,092



13,636,565



10,864,172



1,141,249



(25,820,825
)


(178,839
)


  The accompanying notes
are an integral part of these consolidated financial statements. F-23




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  1.
Nature and Continuance of Operations Reg Technologies Inc. (Reg Tech or the Company) was a development stage company in the business of developing and
commercially exploiting an improved axial vane type rotary engine known as the Rand CamTM/Direct Charge Engine and other RandCamTM / RadMax® applications (the Technology). The worldwide marketing and intellectual rights, other than in the U.S., were held by the Company. REGI U.S., Inc. (REGI) (a U.S. public
company) owned the U.S. marketing and intellectual rights. The Company and REGI had a project cost sharing agreement whereby these two companies each funded 50% of the development of the Technology. Effective February 17, 2017 REGI purchased all of Reg Techs assets including all rights to the Technology with the issuance of
51,757,119 shares of REGIs common stock, which were distributed to the shareholders of the Company as dividend in kind. Currently the Company is actively searching for a business. Asset Sales Agreement On
September 16, 2016, the Company entered into an asset sales/purchase agreement (the ASA) with REGI, a public company with a common director and officer and whose common stock is listed on OTC.QB to sell all of the Companys
assets to REGI, with the issuance of 46,173,916 unregistered common shares of REGI. The ASA was amended on February 14, 2017 to increase the consideration shares to an aggregate of 51,757,119 unregistered common shares of REGI and to amend the
list of the assets purchased. The shares issued to the Company were distributed to the Companys shareholders as dividend in kind. The transaction was closed on February 17, 2017 upon TSX Venture Exchange approval. Upon closing of the ASA, all assets of the Company except GST receivable were transferred from Reg Tech to REGI. In addition, upon closing of
the ASA, REGI settled on behalf of Reg Tech the Companys accounts payable of $67,800 and balances owed to other related parties of $124,075, the total settlement of $191,875 was recorded as addition to contributed surplus during the year ended
April 30, 2017. Going Concern In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not
yet produced any revenues and the Company has incurred recurring operating losses as is normal in development stage companies. The Company has a net capital deficiency and has accumulated losses of $25,820,825 since inception. These factors raise
substantial doubt about the Companys ability to continue as a going-concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to
raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for its products. Management is aware that material uncertainties exist, related to current economic conditions, which could adversely affect the Companys
ability to continue to finance its activities. The Company receives interim support from affiliated companies and plans to raise additional capital through debt and/or equity financings. The Company may also raise additional funds through the
exercise of warrants and stock options. There is no certainty that the Companys efforts to raise additional capital will be
successful. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in
normal operations.  F-24




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  2.
Statement of compliance These consolidated financial statements of the Company and its subsidiaries, including comparatives, have been prepared in accordance with
International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on
July 27, 2018.  3.
Significant Accounting Policies Basis of preparation These consolidated financial statements were prepared on a going concern basis, under the historical cost convention, except for the
revaluation of certain financial instruments. The preparation of financial statements in accordance with IFRS requires the use of certain
critical accounting estimates. It also requires management to exercise judgment in applying the Companys accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4. Basis of consolidation and presentation These financial statements include the accounts of the Company, and its 51% owned subsidiary, Rand Energy Group Inc. (Rand) until
February 17, 2017 when it was sold to REGI and the related non-controlling interest of $84,547 was reclassified to contributed surplus. All significant inter-company balances and transactions were eliminated upon consolidation. Investment in associates Investments in which the Company had the ability to exert significant influence but did not have control were accounted for using the equity
method whereby the original cost of the investment was adjusted annually for the Companys share of earnings, losses and dividends during the current year. Cash equivalents Cash
equivalents consist of highly liquid investments that are readily convertible to cash with original maturities of three months or less when purchased. Research and development costs The Company carried on various research and development activities to develop its technology. Research costs were expensed in the periods in
which they were incurred. Development costs that met all of the criteria to be recognized as an intangible asset, including reasonable expectation regarding future benefits, were to be capitalized and amortized over their expected useful lives. To
date the Company did not capitalize any development costs.  F-25




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  3.
Significant Accounting Policies (Contd) Foreign currency translation The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency
of the Company and each of its subsidiaries is the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects ofChanges in Foreign Exchange
Rates. Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the
transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rate while
non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains
and losses arising on translation are included in comprehensive loss. Share-based compensation The Companys share option plan allows Company employees, directors, officers and consultants to acquire shares of the Company. The fair
value of options granted is recognized as share-based compensation expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides
services similar to those performed by a direct employee. Fair value is measured at grant date, and each tranche is recognized using the
graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At
each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. In situations where equity instruments are issued to consultants and some or all of the
goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services
received. Income taxes Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items
recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect
neither accounting nor tax loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilized. To the extent that the Company does not consider it probable that a future income tax asset will be recovered, it does not recognize the asset.  F-26




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  3.
Significant Accounting Policies (Contd) Loss per share Basic loss
per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted loss per share. Under this method the dilutive effect on loss per share is
recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. However,
diluted loss per share is not presented where the effects of various conversions and exercise of options and warrants would be anti-dilutive. Shares held in escrow, other than where their release is subject to the passage of time, are not included
in the calculation of the weighted average number of common shares outstanding. Impairment of assets The carrying amount of the Companys assets (which includes the exploration and evaluation asset) are reviewed at each reporting date to
determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying
amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss. The recoverable amount of assets is the greater of an assets fair value less cost to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is only reversed if there is an
indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no
impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Financial instruments Initial recognition and measurement Financial assets and liabilities are initially recognized at fair value. Financial assets are classified at initial recognition as financial
assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or
available-for-sale financial assets. The Company does not use any hedging instruments. Financial instruments measured at fair value are classified into one of three
levels in the fair value hierarchy according to the reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - inputs that are not based on observable market data. At April 30, 2017 and 2016, all of the financial instruments measured at fair value are included in Level 1. The Companys financial instruments consist of cash, amounts due to related parties, and accounts payable; the fair values of which are
considered to approximate their carrying value due to their short-term maturities or ability of prompt liquidation.  F-27




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  3.
Significant Accounting Policies (Contd) Financial instruments (Contd) Subsequent measurement The subsequent measurement of financial assets depends on their classification. Financial assets at fair value through profit or loss includes
financial assets held-for-trading which represent assets that are acquired for the purpose of selling or repurchasing in the near term. These financial assets are
initially recorded in the statement of financial position at fair value with changes in fair value recognized in the statement of comprehensive loss. Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. After initial
measurement at fair value, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the
statement of comprehensive loss. Held-to-maturity
investments represent assets to be held until a specific time period and are initially measured at fair value, including transaction costs. After initial measurement at fair value, such financial assets are subsequently measured at amortized cost
using the effective interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the statement of comprehensive loss. Available-for-sale financial assets are investments in equity
instruments that are measured at fair value with gains and losses, net of applicable taxes, included in other comprehensive income until the asset is removed from the statement of financial position. Once this occurs, the resultant gains or losses
are recognized in comprehensive loss. Any permanent impairment of available-for-sale financial assets is also included in the statement of comprehensive loss. Financial liabilities are initially recorded at fair value and are designated as fair value through profit or loss or other financial
liabilities. Derivative financial liabilities are classified as fair value through profit or loss and are initially recorded in the statement of financial position at fair value with changes in fair value recognized in finance income or finance cost
in the statement of comprehensive loss. Non-derivative financial liabilities are recorded at amortized cost using the effective interest rate method. Any amortization of the effective interest rate method is
recognized in the statement of comprehensive loss. Financial assets, others than those at fair value through profit and loss are assessed
for indicators of impairment at each period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after initial recognition of the financial asset, the estimated future cash flows
of the investment have been impacted. The amount of impairment loss is recognized in the statement of comprehensive loss. Any subsequent reversals of impairment are also recognized in the statement of comprehensive income (loss), except for those
related to available-for-sale financial assets. New
standards and interpretations IFRS 9  Financial Instruments (IFRS 9) was issued by the IASB in July 2014 and will
replace IAS 39  Financial Instruments: Recognition and Measurement (IAS 39). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39.
The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and
measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is adopted May 1, 2018. Other new accounting standards and interpretations are either not applicable or not expected to have a significant impact on the Companys
consolidated financial statements.  F-28




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  4.
Critical Accounting Estimates and Judgments Use of Estimates The
preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions about the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the results of
operations. Significant areas requiring the use of management estimates include determination of accrued liabilities, deferred tax assets and stock-based compensation. Actual results could differ from the estimates made. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimates are revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Use of judgements Critical accounting judgements are accounting policies that have been identified as being complex or involving subjective judgements or
assessments with a significant risk of material adjustment in the next year.  (i)
Determination of functional currency The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities,
retention of operating cash flows, and frequency of transactions with the reporting entity.  (ii)
Valuation of share-based payments The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of
subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Companys earnings and equity reserves.  (iii)
Income taxes In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income,
applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives
additional weight to positive and negative evidence that can be objectively verified.  (iv)
Going concern The assessment of the Companys ability to execute its strategy by funding future working capital requirements involves judgment. The
directors monitor future cash requirements to assess the Companys ability to meet these future funding requirements.  F-29




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  5.
Financial Instruments and Risk Management Foreign exchange risk The
Company is primarily exposed to currency fluctuations relative to the Canadian dollar through expenditures that are denominated in US dollars. Also, the Company is exposed to the impact of currency fluctuations on its monetary assets and
liabilities. The operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations in exchange
rates will, consequently, have an impact upon the reported operations of the Company and may affect the value of the Companys assets and liabilities. The Company currently does not enter into financial instruments to manage foreign exchange risk. The Company is exposed to foreign currency risk through the following financial assets and liabilities that are denominated in United States
dollars:  April 30, 2017

Accounts Payable$
28,049 At April 30, 2017 with other variables unchanged, a +/-10% change
in exchange rates would increase/decrease pre-tax loss by approximately +/- $2,805. Interest
rate and credit risk As at April 30, 2017 and 2016, the Company had no cash balance and no interest-bearing debt. The Company has
no significant concentrations of credit risk arising from operations. The Companys current policy is to invest any significant excess cash in investment-grade short-term deposit certificates issued by reputable financial institutions with
which it keeps its bank accounts and management believes the risk of loss to be remote. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Receivables consist of goods and services tax due from the Federal Government. Management believes that the credit risk concentration with
respect to receivables is remote. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.The Company manages
liquidity risk through the management of its capital structure and financial leverage as outlined in Note 9.  6.
Share Capital  AuthorizedUnlimited

Common shares without par valueUnlimited

Preferred shares with a $1 par value, redeemable for common shares on the basis of 1 common share for 2 preferred sharesUnlimited

Class A non-voting shares without par value. Special rights and restrictions apply.  F-30




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  6.
Share Capital (Contd) Treasury Shares At
April 30, 2016, Rand owned 217,422 shares of the Company that had been deducted from the total shares issued and outstanding as treasury shares. Upon disposition of the Companys ownership of 51% of Rand on February 17, 2017 the
217,422 ceased to be recorded as treasury shares. Stock Options The Company has implemented a stock option plan (the Plan) to be administered by the Board of Directors. Pursuant to the Plan, the
Board of Directors has discretion to grant options for up to a maximum of 10% of the issued and outstanding common shares of the Company at the date the options are granted. The option price under each option shall be not less than the discounted
market price on the grant date. The expiry date of an option shall be set by the Board of Directors at the time the option is awarded, and shall not be more than five years after the grant date. All options granted under the 2000 plan have the following vesting schedule:  i)
Up to 25% of the option may be exercised at any time during the term of the option; such initial exercise is
referred to as the First Exercise.  ii)
The second 25% of the option may be exercised at any time after 90 days from the date of First Exercise; such
second exercise is referred to as the Second Exercise.  iii)
The third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise; such
third exercise is referred to as the Third Exercise.  iv)
The fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third
Exercise.  v)
The options expire 60 months from the date of grant. All options granted under the 2009 plan have the following vesting schedule: (i) no more than 25% of an option may be exercised during any 90 day period during the term of the option; and (ii) each optionee is restricted from selling more than 25% of the shares that may be acquired upon exercise of an option during any 90 day
period. Options granted to consultants engaged in investor relations activities will vest in stages over a minimum of 12 months with no
more than 25% of the options vesting in any three-month period. No options were granted or vested during the years ended April 30,
2017 and 2016.  F-31




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  6.
Share Capital (Contd) Stock Options (Contd) The following is a summary of options activities during the years ended April 30, 2017 and 2016:  Number ofoptions


Weightedaverageexerciseprice$Outstanding at April 30, 2015


4,025,000



0.11Forfeited


(725,000
)


0.11Expired


(750,000
)


0.14Outstanding at April 30, 2016


2,550,000



0.11Forfeited


(2,500,000
)


0.11Outstanding at April 30, 2017


50,000



0.11 The following options were outstanding at April 30, 2017:  Expiry Date

Exerciseprice$


Numberof options


Remainingcontractual life
(years)April 11, 2018


0.11



50,000



0.95Options Outstanding






50,000Options Exercisable






12,500 Share Purchase Warrants There were no warrants activities during the year ended April 30, 2016. The following is a summary of warrant activities during the year ended April 30, 2017:  Number ofwarrants


Weightedaverageexerciseprice$Outstanding at April 30, 2015 and 2016


9,900,000



0.15Expired


(9,900,000
)


0.15Outstanding at April 30, 2017






 No warrants were outstanding at April 30, 2017.  F-32




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  7.
Equity Accounted Investees and Related Party Transactions REGI The Companys
investment in REGI was reduced to $nil as the Companys share of past losses exceeded the carrying value of the investment in REGI. Prior to the Companys ASA effective on February 17, 2017, the Company owned 2,744,700 shares of
REGIs common stock which were distributed to the Companys shareholders as dividend in kind during the year ended April 30, 2017, and Rand owned 588,567 shares of REGIs common stock. As at April 30, 2017 REGI ceased to be
recorded as an equity accounted investee of the Company. At April 30, 2016, the Company was owed an aggregate of $1,456,985 by REGI.
The amounts owed are unsecured, non-interest bearing and due on demand. As the management did not have reasonable expectations for the recovery of this amount, the balance was written off during the year ended
April 30, 2016. Upon closing of the ASA, all assets of the Company except GST receivable were transferred from Reg Tech to REGI. In
addition, upon closing of the ASA, REGI settled on behalf of Reg Tech the Companys accounts payable of $67,800 and balances owed to other related parties of $124,075, the total settlement of $191,875 was recorded as addition to contributed
surplus during the year ended April 30, 2017. Minewest Prior to the Companys ASA with REGI, the Companys investment of 26.10% ownership in Minewest was recorded at $Nil under equity
method. Upon completion of the ASA with REGI Minewest ceased to be recorded as an equity accounted investee of the Company. Other
related parties During the year ended April 30, 2017 REGI made an additional payment of $1,987 on behalf of the Company, which
was recorded as due to REGI as a related party. As at April 30, 2017 the Company had a balance of $1,987 owed to REGI and recorded as due to related parties. During the year ended April 30, 2017, management fees of $50,000 (2016$Nil) were accrued and not paid to the sole director and
officer of the Company. During the year ended April 30, 2017, rent and utility of $Nil (2016$13,950) were incurred with a
company controlled by a former director and officer. During the year ended April 30, 2017, management fees of $Nil
(2016$22,500) were accrued or paid to a company controlled by a former director and officer. During the year ended April 30,
2017, management fees of $Nil (2016$5,459) and director fees of $Nil (2016$15,000) were accrued or paid to officers, directors and companies controlled by former officers and directors for services rendered. All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of
consideration established and agreed to by the related parties.  F-33




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  7.
Equity Accounted Investees and Related Party Transactions (Contd) At April 30, 2017 and 2016, the Company owed an aggregate of $53,835 and $122,711, respectively to related parties, as follows:  April 30, 2017$


April 30, 2016$KLR Petroleum Inc.






66,672Minewest Silve and Gold Corp.






6,253SMR Investments Ltd.






29,782REGI


1,987



Teryl Resources Corp.


1,848



1,848Former director and officer






18,156Sole director and officer


50,000



53,835



122,711  8.
Income Taxes Income tax expense differs from the amount that would result from applying the combined federal and provincial income tax rate to earnings
before income taxes. These differences result from the following items:  For the year endedApril 30, 2017$


For the year endedApril 30, 2016$Net loss before income taxes


(105,762
)


(1,646,708
)Combined federal and provincial income tax rate


26.00
%


26.00
%Expected income tax recovery


(27,498
)


(428,144
)Increase (decrease) due to:Non-deductible expenses






(306,789
)Current and prior tax attributes not recognized


27,498



734,933Income tax expense (recovery)






 The components of deferred tax assets are as follows:  2017$


2016$Non-capital and capital losses


1,409,429



1,771,143Intangible assets and other






81,662Equipment






1,2291,409,429



1,854,034Unrecognized deferred tax assets


(1,409,429
)


(1,854,034
)Net deferred tax assets






  F-34




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  8.
Income Taxes (Contd) The Company has non-capital losses of approximately $4,195,571 that may be available to offset future
income for income tax purposes. These losses expire as follows:  $2026


402,2532027


316,6062028


432,8932029


529,8822030


396,9862031


412,5862032


391,7512033


355,7732034


280,4822035


334,7662036


235,8312037


105,7624,195,571 At April 30, 2017, the net amount which would give rise to a deferred income tax asset has not been
recognized as it is not probable that such benefit will be utilized in the future years. The Company is open to examination for tax years 2006 through 2017 due to the carry back of net operating losses.  9.
Capital Management The Companys objectives when managing capital are to safeguard the Companys ability to continue as a going concern in order to
maintain the Companys good standing and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company currently does not have a business, its principal source of funds is from the issuance of
common shares. In the management of capital, the Company includes the share capital as well as cash and receivables. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics
of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and short-term investments. The Company expects its capital resources, which include share offering will be sufficient to carry its operations through its current
operating period. The Company is not subject to externally imposed capital requirements and there were no changes in its approach to
capital management during the year ended April 30, 2017.  F-35




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##### Table of Contents

Reg Technologies Inc. Notes to Consolidated Financial Statements (Expressed in
Canadian Dollars) For the Years Ended April 30, 2017 and 2016  10.
Subsequent Event On July 26, 2018 the Company issued a secured promissory note of $29,950 at interest rate of 1% per month, secured against the
Companys current and future assets, repayable the earlier of August 31, 2018 and the closing of the next private placement.  F-36




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Consolidated Financial
Statements (Expressed in Canadian Dollars) April 30, 2016  F-37




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##### Table of Contents

LOGOUNIT 114B (2nd Floor)  8988 FRASERTON COURT
BURNABY, BC V5J 5H8T: 604.239.0868F: 604.239.0866

A CHAN AND COMPANY LLP INDEPENDENT AUDITORS REPORT  To:
the Shareholders of Reg Technologies Inc. We have audited the
accompanying consolidated financial statements of Reg Technologies Inc. (the Company), which comprise the consolidated statements of financial position as at April 30, 2016 and April 30, 2015, and the consolidated statements of
operations and comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in equity for the years ended April 30, 2016 and April 30, 2015, and a summary of significant accounting policies and other
explanatory information. Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian
generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as at April 30, 2016 and April 30, 2015, and its financial performance and its cash flows for the years ended April 30, 2016 and April 30,
2015 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that the Company has incurred
losses to date. This condition, along with other matters as set forth in Note 1, indicates the existence of a material uncertainty that may cast substantial doubt about the Companys ability to continue as a going concern. A Chan and Company LLP Chartered Professional Accountants Burnaby,
British Columbia August 26, 2016   The accompanying notes
are an integral part of these consolidated financial statements. F-38




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Consolidated Statements of
Financial Position (Expressed in Canadian Dollars)  As at30 April2016$


As at30 April2015$AssetsCurrentCash and cash equivalent


54



175,254HST/GST receivable


3,095



1,844Prepaid expenses






26,416Prepaid expenseMinewest (Note 7)






2,323Advances to REGI US (Note 7)






1,318,6743,149



1,524,511LiabilitiesCurrentAccounts payable


116,390



95,225Accrued liabilities


29,000



21,500Due to related parties (Note 7)


122,711



26,030268,101



142,755Shareholders equityShare Capital (Note 6)


13,636,565



13,636,565Warrants (Note 6)


1,141,249



1,141,249Contributed Surplus


10,587,750



10,587,750Deficit


(25,715,063
)


(24,055,726
)(349,499
)


1,309,838Non-controlling interest


84,547



71,9183,149



1,524,511 Nature and Continuance of Operations(Note 1) Commitments(Note 8) Subsequent event(Note
11) On behalf of the Board:  John Robertson

Director

Paul Chute

DirectorJohn Robertson



Paul Chute  The accompanying notes
are an integral part of these consolidated financial statements. F-39




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Consolidated Statements of
Operations and Comprehensive Loss (Expressed in Canadian Dollars)  For the yearended April 30,2016$


For the yearended April 30,2015$ExpensesShareholder communication


21,276



17,442Foreign exchange gain


(24,689
)


(63,988
)Management and directors fees (Note 7)


42,959



72,315Office expenses


26,061



46,904Professional fees


28,159



34,238Research and development


53,983



58,402Rent and utilities (Note 7)


13,950



15,034Stock-based compensation (Note 6)






26,783Transfer agent and filing fees


15,907



32,634Travel and promotion






909Wages and benefits


19,007



34,343Loss before other income (expense)


(196,613
)


(275,016
)Other income (expense)Interest income


304



4,834Gain on settlement of debt (Note 6)


6,586



Write-off of GST receivable






(761
)Loss in equity investment






(77,119
)Impairment of equity investment in Minewest (Note 7)






(174,968
)Write-off of receivable from REGI US (Note 7)


(1,456,985
)


Write-off of assets held for distribution to shareholders
(Note 7)






(471,200
)Net and comprehensive loss


(1,646,708
)


(994,230
)Net and comprehensive loss attributable to:Shareholders of the Company


(1,659,337
)


(1,027,098
)Non-controlling interest


12,629



32,868(1,646,708
)


(994,230
)Loss per share  basic and diluted


(0.03
)


(0.02
)Weighted average number of common shares outstanding  basic and diluted


49,329,670



49,329,670  The accompanying notes
are an integral part of these consolidated financial statements. F-40




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Consolidated Statements of
Cash Flows (Expressed in Canadian Dollars)  For the yearended April 302016$


For the yearended April 302015$Cash flows used in operating activitiesNet loss


(1,646,708
)


(994,230
)Adjustments to reconcile loss to net cash used by operating activities:Write-off of GST receivable






761Stock-based compensation






26,783Gain on debt settlement


(6,586
)


Unrealized (gain) loss on foreign exchange


8,909



(68,052
)Loss in equity investment






77,119Write-off of assets held for distribution to
shareholders






471,200Impairment of equity investment in Minewest






174,968Write-off of receivable from REGI US


1,456,985



Changes in non-cash working capital items:HST/GST receivable


(1,251
)


3,133Prepaid expenses


26,416



(25,000
)Accounts payable and accrued liabilities


28,665



(82,790
)Due to (from) related parties


96,681



(65,023
)(36,889
)


(481,131
)Cash flows provided by investing activitiesAdvances (to) from REGI


(138,311
)


(263,797
)(138,311
)


(263,797
)Cash flows provided by financing activitiesRepayment of advance from Minewest






(21,732
)



(21,732
)Increase (decrease) in cash


(175,200
)


(766,660
)Cash and cash equivalent, beginning


175,254



941,914Cash and cash equivalent, ending


54



175,254Non-cash itemsShares issued for debt settlement






Supplemental DisclosuresInterest paid






Income taxes paid






  The accompanying notes
are an integral part of these consolidated financial statements. F-41




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Consolidated Statements of
Changes in Equity (Expressed in Canadian Dollars)  CommonShares#


CommonShares$


ContributedSurplus$


Warrants$


Deficit$


TotalShareholdersEquity$


Non-Controllinginterest$Balance  April 30, 2014


49,329,670



13,636,565



10,560,967



1,141,249



(23,028,628
)


2,310,153



39,050Stock-based compensation










26,783











26,783



Net loss


















(1,027,098
)


(1,027,098
)


32,868Balance  April 30, 2015


49,329,670



13,636,565



10,587,750



1,141,249



(24,055,726
)


1,309,838



71,918Net loss


















(1,659,337
)


(1,659,337
)


12,629Balance  April 30, 2016


49,329,670



13,636,565



10,587,750



1,141,249



(25,715,063
)


(349,499
)


84,547  The accompanying notes
are an integral part of these consolidated financial statements. F-42




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended 30 April 2016 and 2015  1.
Nature and Continuance of Operations Reg Technologies Inc. (Reg Tech or the Company) is a development stage company in the business of developing and
commercially exploiting an improved axial vane type rotary engine known as the Rand CamTM/Direct Charge Engine and other Rand CamTM / RadMax® applications, such as compressors and pumps (the Technology). The worldwide marketing and intellectual rights, other than in the U.S., are held by the Company, which as at
April 30, 2016 owns a 10.17% interest in REGI U.S, Inc. (REGI) (a U.S. public company). REGI owns the U.S. marketing and intellectual rights. The Company and REGI have a project cost sharing agreement whereby these two companies
each fund 50% of the development of the Technology. On July 6, 2010, Reg Tech incorporated a wholly owned subsidiary Minewest Silver
and Gold Inc. (Minewest) under the laws of British Columbia. Pursuant to a Plan of Arrangement with Minewest, Reg Tech signed an asset transfer agreement (the Transfer Agreement) on August 5, 2010 with Minewest to
transfer Reg Techs undivided 45% interest in mineral claims in the Liard Mining Division, located in northern British Columbia (the Silverknife Claims) to Minewest for consideration of cash payment of $25,000 and issuance of
8,000,000 common shares of the Company. Effective November 17, 2011 Reg Tech obtained court approval for the Plan of Arrangement. On
December 14, 2011, Reg Tech declared Minewest shares as dividend for Reg Tech shareholders on the record date of December 21, 2011, whereby one Minewest share is distributed for seven Reg Tech shares. As a result of the dividend
declaration, the Company expects to retain approximately 3,287,737 shares of Minewest. In a development stage company, management devotes
most of its activities to establishing a new business. Planned principal activities have not yet produced any revenues and the Company has incurred recurring operating losses as is normal in development stage companies. The Company has accumulated
losses of $25,715,063 since inception. These factors raise substantial doubt about the Companys ability to continue as a going-concern. The ability of the Company to emerge from the development stage with respect to its planned principal
business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from affiliates and controlling shareholders, and develop a market for its products. Management is aware that material uncertainties exist, related to current economic conditions, which could adversely affect the Companys
ability to continue to finance its activities. The Company receives interim support from affiliated companies and plans to raise additional capital through debt and/or equity financings. The Company may also raise additional funds through the
exercise of warrants and stock options. There is no certainty that the Companys efforts to raise additional capital will be
successful. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in
normal operations.  F-43




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  2.
Statement of compliance These consolidated financial statements of the Company and its subsidiaries, including comparatives, have been prepared in accordance with
International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on
August 26, 2016.  3.
Significant Accounting Policies Basis of preparation These consolidated financial statements were prepared on a going concern basis, under the historical cost convention, except for the
revaluation of certain financial instruments. The preparation of financial statements in accordance with IFRS requires the use of certain
critical accounting estimates. It also requires management to exercise judgment in applying the Companys accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4. Basis of consolidation and presentation These financial statements include the accounts of the Company, its 80% owned subsidiary Minewest Silver and Gold Inc. (Minewest)
until November 18, 2011 when the Company lost control (Note 1) and its 51% owned subsidiary, Rand Energy Group Inc. (Rand), which owns a 1.80% (2015  1.80%) interest in REGI. Reg Tech also owns an 8.37% (2015  8.37%)
interest in REGI. Prior to April 30, 2008, REGI was considered a controlled subsidiary for consolidation purposes by way of control through an annually renewable voting trusts agreement, with other affiliated companies. This trusts agreement
gave the Company 50% control of the voting shares of REGI. The agreement could be cancelled by the President of the 51% owned subsidiary with seven days written notice to the affiliated companies. Effective April 30, 2008, the voting
trusts agreement was cancelled and consequently the investment in REGI has been accounted for as investment in associates. Starting from
November 18, 2011, the accounts of Minewest ceased to be consolidated as a result of Reg Techs loss of control in Minewest and consequently were accounted for as investment in associates. All significant inter-company balances and transactions have been eliminated upon consolidation. Investment in associates Investments in which the Company has the ability to exert significant influence but does not have control are accounted for using the equity
method whereby the original cost of the investment is adjusted annually for the Companys share of earnings, losses and dividends during the current year.  F-44




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd)  Cash equivalents Cash equivalents consist of highly liquid investments that are readily convertible to cash with original maturities of three months or less
when purchased. Equipment Equipment consists of office furniture and equipment, and computer hardware recorded at cost and amortized on a straight-line basis over a
five-year and three-year period, respectively. Research and development costs The Company carries on various research and development activities to develop its technology. Research costs are expensed in the periods in
which they are incurred. Development costs that meet all of the criteria to be recognized as an intangible asset, including reasonable expectation regarding future benefits, are capitalized and are amortized over their expected useful lives. To date
the Company has not capitalized any development costs. Foreign currency translation The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency
of the Company and each of its subsidiaries is the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions.
At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rate while non-monetary
assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in
comprehensive loss.  F-45




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd)  Share - based compensation The Companys share option plan allows Company employees, directors, officers and consultants to acquire shares of the Company. The fair
value of options granted is recognized as share-based compensation expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides
services similar to those performed by a direct employee. Fair value is measured at grant date, and each tranche is recognized using the
graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At
each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. In situations where equity instruments are issued to consultants and some or all of the
goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services
received. Income taxes Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items
recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect
neither accounting nor tax loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilized. To the extent that the Company does not consider it probable that a future income tax asset will be recovered, it does not recognize the asset.  F-46




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd)  Loss per share Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the
treasury stock method for calculating diluted loss per share. Under this method the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It
assumes that the proceeds would be used to purchase common shares at the average market price during the period. However, diluted loss per share is not presented where the effects of various conversions and exercise of options and warrants would be
anti-dilutive. Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding. Financial instruments Initial recognition and measurement Financial assets and liabilities are initially recognized at fair value. Financial assets are classified at initial recognition as financial
assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or
available-for-sale financial assets. The Company does not use any hedging instruments. Financial instruments measured at fair value are classified into one of three
levels in the fair value hierarchy according to the reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - inputs that are not based on observable market data. At April 30, 2016, all of the financial instruments measured at fair value are included in Level 1. The Companys financial instruments consist of cash, from and to related parties and Minewest, and accounts payable; the fair values of
which are considered to approximate their carrying value due to their short-term maturities or ability of prompt liquidation.  F-47




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd) Financial instruments (Contd)  Subsequent measurement The subsequent measurement of financial assets depends on their classification. Financial assets at fair value through profit or loss includes
financial assets held-for-trading which represent assets that are acquired for the purpose of selling or repurchasing in the near term. These financial assets are
initially recorded in the statement of financial position at fair value with changes in fair value recognized in the statement of comprehensive loss. Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. After initial
measurement at fair value, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the
statement of comprehensive loss. Held-to-maturity
investments represent assets to be held until a specific time period and are initially measured at fair value, including transaction costs. After initial measurement at fair value, such financial assets are subsequently measured at amortized cost
using the effective interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the statement of comprehensive loss. Available-for-sale financial assets are investments in equity
instruments that are measured at fair value with gains and losses, net of applicable taxes, included in other comprehensive income until the asset is removed from the statement of financial position. Once this occurs, the resultant gains or losses
are recognized in comprehensive loss. Any permanent impairment of available-for-sale financial assets is also included in the statement of comprehensive loss. Financial liabilities are initially recorded at fair value and are designated as fair value through profit or loss or other financial
liabilities. Derivative financial liabilities are classified as fair value through profit or loss and are initially recorded in the statement of financial position at fair value with changes in fair value recognized in finance income or finance cost
in the statement of comprehensive loss. Non-derivative financial liabilities are recorded at amortized cost using the effective interest rate method. Any amortization of the effective interest rate method is
recognized in the statement of comprehensive loss. Financial assets, others than those at fair value through profit and loss are assessed
for indicators of impairment at each period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after initial recognition of the financial asset, the estimated future cash flows
of the investment have been impacted. The amount of impairment loss is recognized in the statement of comprehensive loss. Any subsequent reversals of impairment are also recognized in the statement of comprehensive income (loss), except for those
related to available-for-sale financial assets.  F-48




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd)  Mineral property or exploration and evaluation The Company follows the practice of capitalizing all costs relating to the acquisition of, exploration and development of mineral claims and
crediting all proceeds received for farm-out arrangements or recovery of costs against the cost of the related claims. Such costs include, but are not exclusive to, geological, geophysical studies, exploratory
drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and
probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment. An impairment charge relating to a
mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm-out of the property result in a revised estimate of the recoverable amount but only to the
extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves,
the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition. The Company recognizes in income the costs recovered on mineral properties when the amounts received or receivable are in excess of the
carrying amount. Upon transfer of Exploration and evaluation costs into Mine Development, all subsequent
expenditure on the construction, installation or completion of infrastructure facilities is capitalized within Mine development. After production starts, all assets included in Mine development are transferred to
Producing Mines.  F-49




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd) Mineral property or exploration and evaluation (Contd)  All capitalized exploration and evaluation expenditure is monitored for indications of
impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to the results of operations. Exploration areas
where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as
planned. Asset retirement and environmental obligations The fair value of a liability for an asset retirement or environmental obligation is recognized when a reasonable estimate of fair value can be
made. The asset retirement or environmental obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement or environmental cost is charged to operations
using a systematic and rational method and the resulting liability is adjusted to reflect period-to-period changes in the liability resulting from the passage of time
and revisions to either the timing or the amount of the original estimate of undiscounted cash flow. As of April 30, 2016 and 2015, the Company does not have any asset retirement or environmental obligations. Impairment of assets The
carrying amount of the Companys assets (which includes the exploration and evaluation asset) are reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in
the statement of comprehensive loss. The recoverable amount of assets is the greater of an assets fair value less cost to sell and
value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of
money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment
loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would
have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.  F-50




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd)  New standards and interpretations The following standard has been issued but is not yet effective: (i) Financial instruments The
IASB has issued IFRS 9Financial Instruments (IFRS 9) which intends to replace IAS 39  Financial Instruments: Recognition and Measurement (IAS 39) in its entirety with three main phases. IFRS 9 will be the new
standard for the financial reporting of financial instruments. The IASB tentatively decided to defer the mandatory effective date until January 1, 2018 with earlier adoption still permitted. The Company will evaluate the impact the final
standard will have on its financial statements based on the characteristics of its financial instruments at the time of adoption. The Company is currently evaluating the impact of the standard on its financial performance and financial statements
disclosures but expects that such impact will not be material. The Company has adopted the following new accounting standards effective
May 1, 2014. These changes were in made in accordance with the applicable transitional provisions and had no impact on the financial statements. (i) Levies The IASB issued IFRIC
21Levies (IFRIC 21), an interpretation of IAS 37Provisions, Contingent Liabilities and Contingent Assets (IAS 37), on the accounting for levies imposed by governments. IAS 37 sets out criteria for the recognition
of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past activity or event (obligating event) described in the relevant legislation that triggers the payment of the levy. IFRIC 21
is effective for annual periods commencing on or after January 1, 2014.  F-51




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  3.
Significant Accounting Policies (Contd) New standards and interpretations (Contd)  (ii) Impairment of assets The IASB issued amendments to IAS 36Impairment of Assets (amendments to IAS 36). The amendments to IAS 36 restrict the
requirement to disclose the recoverable amount of an asset or CGU to periods in which an impairment loss has been recognized or reversed. The amendments also expand and clarify the disclosure requirements applicable when an asset or CGUs
recoverable amount has been determined on the basis of fair value less cost of disposal. The amendments are effective for annual periods beginning on or after January 1, 2014 and should be applied retrospectively.  4.
Critical Accounting Estimates and Judgments Use of Estimates The
preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions about the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the results of
operations. Significant areas requiring the use of management estimates include determination of accrued liabilities, deferred tax assets and stock-based compensation. Actual results could differ from the estimates made. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimates is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Use of judgements Critical accounting judgements are accounting policies that have been identified as being complex or involving subjective judgements or
assessments with a significant risk of material adjustment in the next year. (i) Determination of functional currency The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities,
retention of operating cash flows, and frequency of transactions with the reporting entity.  F-52




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  4.
Critical Accounting Estimates and Judgments (Contd) Use of judgements (Contd)  (ii) Valuation of share-based payments The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of
subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Companys earnings and equity reserves. (iii) Income taxes In
assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood
that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. (iv) Going concern The
assessment of the Companys ability to execute its strategy by funding future working capital requirements involves judgment. The directors monitor future cash requirements to assess the Companys ability to meet these future funding
requirements.  F-53




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  5.
Financial Instruments and Risk Management Foreign exchange risk The
Company is primarily exposed to currency fluctuations relative to the Canadian dollar through expenditures that are denominated in US dollars. Also, the Company is exposed to the impact of currency fluctuations on its monetary assets and
liabilities. The operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations in exchange
rates will, consequently, have an impact upon the reported operations of the Company and may affect the value of the Companys assets and liabilities. The Company currently does not enter into financial instruments to manage foreign exchange risk. The Company is exposed to foreign currency risk through the following financial assets and liabilities that are denominated in United States
dollars:  Advances toEquityAccounted


AccountsApril 30, 2016

Cash


Investee


Payable$
2


$
28,051


$
28,049 At April 30, 2016 with other variables unchanged, a +/-10% change in exchange
rates would increase/decrease pre-tax loss by approximately +/- $2,805. Interest rate and credit risk As at April 30, 2016, the Company has minimal cash balances and no interest-bearing debt. The Company has no significant concentrations of credit risk
arising from operations. The Companys current policy is to invest any significant excess cash in investment-grade short-term deposit certificates issued by reputable financial institutions with which it keeps its bank accounts and management
believes the risk of loss to be remote. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Receivables consist of goods and services tax due from the Federal Government. Management believes that the credit risk concentration with respect to
receivables is remote. Liquidity Risk Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they fall due.The Company manages liquidity risk through the management of its capital structure and financial leverage as outlined in Note 10.  F-54




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  6.
Share Capital Authorized  Unlimited

Common shares without par valueUnlimited

Preferred shares with a $1 par value, redeemable for common shares on the basis of 1 common share for 2 preferred sharesUnlimited

Class A non-voting shares without par value. Special rights and restrictions apply.
 Treasury Shares At April 30, 2016, Rand owns 217,422 (2015  217,422) shares of the Company that have been deducted from the total shares issued and
outstanding. Stock Options The Company has implemented a stock option plan (the Plan) to be administered by the Board of Directors. Pursuant to the Plan, the
Board of Directors has discretion to grant options for up to a maximum of 10% of the issued and outstanding common shares of the Company at the date the options are granted. The option price under each option shall be not less than the discounted
market price on the grant date. The expiry date of an option shall be set by the Board of Directors at the time the option is awarded, and shall not be more than five years after the grant date. All options granted under the 2000 plan have the following vesting schedule:  i)
Up to 25% of the option may be exercised at any time during the term of the option; such initial exercise is
referred to as the First Exercise.  ii)
The second 25% of the option may be exercised at any time after 90 days from the date of First Exercise; such
second exercise is referred to as the Second Exercise.  iii)
The third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise; such
third exercise is referred to as the Third Exercise.  iv)
The fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third
Exercise.  v)
The options expire 60 months from the date of grant. All options granted under the 2009 plan have the following vesting schedule:  (i)
no more than 25% of an option may be exercised during any 90 day period during the term of the option; and  (ii)
each optionee is restricted from selling more than 25% of the shares that may be acquired upon exercise of an
option during any 90 day period. Options granted to consultants engaged in investor relations activities will vest in
stages over a minimum of 12 months with no more than 25% of the options vesting in any three-month period. During the year ended
April 30, 2016, the Company recorded stock-based compensation of $Nil (2015$26,783) as a general and administrative expense.  F-55




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  6.
Share Capital (Contd)  On July 10, 2014, the Company granted to certain directors and consultants 1,175,000
options exercisable at $0.10 per share into the Companys common stock up to July 10, 2019. The fair value of options was estimated using the Black-Scholes option pricing model using the following weighted average assumptions: risk free
interest rate of 1.18%, expected volatility of 183%, an expected option life of 5 years and no expected dividends. The weighted average fair value of options granted was $0.09 per option. As at April 30, 2016, as the Company believes that it is not probable that any options would vest except the first 25% of the options that
vested immediately at a date of the First Exercise, the fair value of the first 25% of the options that vested were charged to the consolidated statements of loss and comprehensive loss. The following is a summary of options activities during the years ended April 30, 2016 and 2015:  Number ofoptions


Weightedaverageexerciseprice$Outstanding at April 30, 2014


2,900,000



0.12Granted


1,175,000



0.10Expired


(50,000
)


0.21Outstanding at April 30, 2015


4,025,000



0.11Forfeited


(725,000
)


0.11Expired


(750,000
)


0.14Outstanding at April 30, 2016


2,550,000



0.11 The following options were outstanding at April 30, 2016:  Expiry Date

Exerciseprice


Numberof options


Remainingcontractual life(years)$April 11, 2018


0.11



1,350,000



1.95August 21, 2018


0.10



200,000



2.31July 10, 2019


0.10



1,000,000



3.19Options Outstanding






2,550,000Options Exercisable






637,500  F-56




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  6.
Share Capital (Contd)  Share Purchase Warrants On June 9, 2013, 1,063,300 warrants exercisable at $0.20 per share into the Companys common stock expired without being exercised. On September 10, 2013, 2,115,375 warrants of the Company exercisable at $0.15 per share into the Companys common stock were
extended from September 20, 2013 to September 20, 2014. The fair value of warrant extension was estimated at $112,319 using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest rate of
1.35%, expected volatility of 225.54%, an expected option life of 1.03 years and no expected dividends. The following is a summary of
warrant activities during the years ended April 30, 2016 and 2015:  Number ofwarrants


Weightedaverageexerciseprice$Outstanding at April 30, 2014


12,015,375



0.15Expired


(2,115,375
)


0.15Outstanding at April 30, 2015 and 2016


9,900,000



0.15 The following warrants were outstanding at April 30, 2016:  Expiry Date

Exerciseprice$


Numberof warrantsMarch 26, 2017


0.15



2,200,000April 30, 2017


0.15



7,700,0000.15



9,900,000  F-57




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  7.
Equity Accounted Investees and Related Party Transactions REGI The Companys
investment in REGI has been reduced to $nil as the Companys share of past losses exceeded the carrying value of the investment in REGI. At April 30, 2016, the Company is owed an aggregate of $1,456,985 (2015 - $1,318,674) by REGI. The amounts owed are unsecured, non-interest bearing and due on demand. As the management does not have reasonable expectations for the recovery of this amount, the balance is written off during the year ended April 30, 2016. The following summarizes the consolidated financial information of REGI.  April 30,2016


April 30,2015US$


US$Total current assets and total assets


42



491Total current liabilities and total liabilities


2,109,628



1,976,419Years Ended April 30,2016


2015US$


US$Revenue






Loss from operations


(221,727
)


(409,806
)Other expense


(1,440
)


(1,440
)Net loss


(223,167
)


(411,246
)  F-58




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  7.
Equity Accounted Investees and Related Party Transactions (Contd) REGI (Contd)  Effective April 30, 2008, the investment in REGI has been accounted for as investment in
associates. The Companys annual and accumulated share of REGIs losses that were not recognized after the investment was written down to zero is as follows:  Unrecognized shareof loss2008

US$
259,6822009


159,1152010


158,6452011


28,1042012


45,5752013


59,4712014


59,9892015


41,8242016


22,696Accumulated loss

US$
835,101Investment in REGI written off at cost in 2008

CAD$
215,800 Minewest On July 20, 2010 the Company signed an asset transfer agreement with its newly incorporated wholly owned subsidiary Minewest for the
purpose of acquiring and exploring mineral properties. In accordance with the agreement the Company transfers its 100% ownership in its undivided 45% interest subject to a 5% net smelter return in 33 mining claims situated in the Tootsee River area
in the Province of British Columbia for following consideration:  

Cash payment of $25,000 on or before August 15, 2010 (paid);  

Issuance of 8,000,000 shares of Minewest voting common shares (issued). Effective December 15, 2010 Minewest signed a purchase agreement with Rapitan Resources Inc. (Rapitan), wherein Minewest
purchased 100% of Rapitans 25% interest in the Silverknife property for the following consideration:  

Cash payment of $10,000 (paid);  

Issuance of 2,000,000 shares of common stocks of Minewest (issued).  F-59




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  7.
Equity Accounted Investees and Related Party Transactions (Contd) Minewest (Continued)  Effective November 18, 2011 Reg Tech obtained court approval for the Plan of
Arrangement. On December 14, 2011, Reg Tech declared approximately 4,712,263 Minewest shares to be distributed to as dividend to Reg Tech shareholders on the record date of December 21, 2011, whereby one Minewest share is to be distributed
for seven Reg Tech shares of holders. As at April 30, 2016, these shares have not been distributed and are recorded at $nil after $471,200 for Minewest shares held by the Company for its shareholders was written off to statement of operation as
a result of uncertainty of Minewests future after being ceased traded since January 8, 2014. The distribution is subject to Minewest being listed on the Canadian Stock Exchange. As a result of the dividend declaration, Reg Tech retains approximately 3,287,737 shares of Minewest, representing approximately 26.10% of the
issued and outstanding common shares of Minewest at April 30, 2016 (2015  26.10%), and has its controlling interest reduced to significant influence effective November 18, 2011. During the year ended April 30, 2015 as a result of uncertainty of Minewests future after being ceased traded since January 8,
2014, the Company recorded impairment of equity investment in Minewest of $174,968. As at April 30, 2016 the Companys
investment in Minewest was recorded at $Nil (2015$Nil) under equity method and held 26.10% ownership in Minewest. During the year
ended April 30, 2014 the Company issued 1,000,000 common shares valued at a fair value of $0.085 per share to settle debt of $120,000 resulting a gain on debt settlement of $35,000. At April 30, 2016, the Company recorded a balance due to Minewest of $6,253 (2015$2,323 prepayment to Minewest by the Company). The
amounts owed are unsecured, non-interest bearing and due on demand.  F-60




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  7.
Equity Accounted Investees and Related Party Transactions (Contd)  Other related parties At April 30, 2016, the Company is owed an aggregate of $122,711 (2015$26,030) to related parties. During the year ended April 30, 2016, rent and utility of $13,950 (2015$15,034) incurred with a company having common officers and
directors. During the year ended April 30, 2016, total management fees of $22,500 (2015$30,000) were accrued or paid to a
company having common officers and directors. During the year ended April 30, 2016, management fees of $5,459 (2015$11,315) and
director fees of $15,000 (2015$31,000) were accrued or paid to officers, directors and companies controlled by officers and directors for services rendered. All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of
consideration established and agreed to by the related parties.  8.
Commitments  a)
In connection with the acquisition of Rand, the Company has the following royalty obligations:  i)
A participating royalty is to be paid based on 5% of all net profits from sales, licenses, royalties or income
derived from the patented technology, to a maximum amount of $10,000,000. The participating royalty is to be paid in minimum annual instalments of $50,000 per year beginning on the date the first revenues are derived from the license or sale of the
patented technology.  ii)
Pursuant to a letter of understanding dated December 13, 1993, between the Company and REGI (collectively
called the grantors) and West Virginia University Research Corporation (WVURC), the grantors have agreed that WVURC shall own 5% of all patented technology and will receive 5% of all net profits from sales, licenses, royalties or income
derived from the patented technology.  iii)
A 1% net profit royalty will be payable to a former director on all U.S.  based sales.  b)
The Company is committed to fund 50% of the further development of the Rand CamTM /Direct Charge Engine Technology, with the remaining 50% funded by REGI.  F-61




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  9.
Income Taxes Income tax expense differs from the amount that would result from applying the combined federal and provincial income tax rate to earnings
before income taxes. These differences result from the following items:  For the year ended


For the year endedApril 30, 2016


April 30, 2015$


$Net loss before income taxes


(1,646,708
)


(994,230
)Combined federal and provincial income tax rate


26.00
%


26.00
%Expected income tax recovery


(428,144
)


(258,500
)Increase (decrease) due to:Non-deductible expenses


(306,789
)


161,936Current and prior tax attributes not recognized


734,933



96,564Income tax expense (recovery)






The components of deferred tax assets are as follows:2016


2015$


$Non-capital and capital losses


1,771,143



1,036,437Intangible assets and other


81,662



81,434Equipment


1,229



1,2291,854,034



1,119,100Unrecognized deferred tax assets


(1,854,034
)


(1,119,100
)Net deferred tax assets






 The Company has non-capital losses of approximately $4,089,809 that
may be available to offset future income for income tax purposes. These losses expire as follows:  $2026


402,2532027


316,6062028


432,8932029


529,8822030


396,9862031


412,5862032


391,7512033


355,7732034


280,4822035


334,7662036


235,8314,089,809 At April 30, 2016, the net amount which would give rise to a deferred income tax asset has not been
recognized as it is not probable that such benefit will be utilized in the future years.  F-62




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##### Table of Contents

Reg Technologies Inc. (A Development Stage Company) Notes to Consolidated
Financial Statements (Expressed in Canadian Dollars) For
the Years Ended April 30, 2016 and 2015  10.
Capital Management The Companys objectives when managing capital are to safeguard the Companys ability to continue as a going concern in order to
pursue the development of its technologies and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the development stage, its principal source of funds is from the issuance of common
shares. In the management of capital, the Company includes the share capital as well as cash, receivables, related party receivables and
advances to equity accounted investee. The Company manages the capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and short-term
investments. The Company expects its capital resources, which include a share offering and the sale of investee shares and warrants, will
be sufficient to carry its research and development plans and operations through its current operating period. The Company is not subject
to externally imposed capital requirements and there were no changes in its approach to capital management during the year ended April 30, 2016.  11.
Subsequent Event There has been no significant subsequent event other than normal course of the business operation.  F-63




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##### Table of Contents

Graph Blockchain Limited Financial Statements For the Period from the Date of Incorporation (November 22, 2017) to July 31, 2018 (Expressed in Canadian dollars)  Financial StatementsIndependent Auditors Report


F-65Statement of Financial Position


F-66Statement of Loss and Comprehensive Loss


F-67Statement of Changes in Shareholders Equity


F-68Statement of Cash Flows


F-69Notes to Financial Statements


F-70-F-84




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##### Table of Contents

Independent Auditors Report To the Shareholders of Graph Blockchain Limited: Opinion on the Financial
Statements We have audited the accompanying financial statements of Graph Blockchain Limited, which comprise the statement of financial position
as at July 31, 2018, and the statement of loss and comprehensive loss, changes in shareholders equity and cash flows for the period from the date of incorporation (November 22, 2017) to July 31, 2018, and the related notes,
comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all material respects, the financial position of Graph Blockchain Limited as at July 31, 2018, and its financial performance and its cash flows for the period from the date of
incorporation (November 22, 2017) to July 31, 2018, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Basis for Opinion Managements
Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in
accordance with International Financial Reporting Standards as established by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to Graph Blockchain Limited
in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We
are a public accounting firm registered with PCAOB. An audit involves performing procedures to assess the risks of material misstatements of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such include obtaining and examining, on a test basis, audit evidence regarding the amounts and disclosures in the financial statements. The
procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, we consider internal control relevant to the
entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. Graph Blockchain Limited is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our
audit is sufficient and appropriate to provide a reasonable basis for our audit opinion.  LOGO Licensed Public Accountants Chartered Professional
Accountants This is our first year of service as Graph Blockchain Limiteds auditor. Toronto, Canada November 15, 2018  LOGO




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##### Table of Contents

Graph Blockchain Limited Statement of Financial Position (Expressed in Canadian dollars)   July 31,2018$AssetsCurrent assetsCash and cash equivalents


2,363,978Trade and other receivables (note 11)


179,217Inventory (note 5)


534,392Prepaid expenses and other assets


231,363Total current assets


3,308,950Property and equipment, net(note 6)


24,727Total assets


3,333,677Liabilities and shareholders equityCurrent liabilitiesAccounts payable and accrued liabilities


245,053Contract liabilities (note 5)


534,392779,445Total liabilities


779,445Shareholders equityShare capital (note 8)


6,251,195Reserves (note 8)


75,865Accumulated other comprehensive income


10Deficit


(3,772,838
)Total shareholders equity


2,554,232Total liabilities and shareholders equity


3,333,677Commitments(note 12) Approved and authorized for issue by the Board of Directors on November 5, 2018. Signed Andrew Ryu
    Director                 Signed Jeff Stevens     Director The accompanying notes are an integral part of the financial statements.  F-66




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##### Table of Contents

Graph Blockchain Limited Statement of Loss and Comprehensive Loss (Expressed in Canadian dollars, except number of common shares)   November 22,2017 to July 31,2018$RevenueService revenue (note 5)


15,000ExpensesSalaries, benefits and management fees (note 10)


391,496Office and general (note 10)


393,288Other operating expenses (note 10)


631,496Depreciation and amortization


4,328Share based consulting fees (note 10)


1,934,912Share based compensation (notes 8 and 10)


430,8303,786,350Loss from operations


(3,771,350
)Finance income


(485
)Foreign exchange loss


1,973Net loss


(3,772,838
)Other comprehensive income, net of taxForeign exchange translation adjustment


10Comprehensive loss


(3,772,828
)Weighted average number of common shares(note 9)


96,881,395Basic and diluted loss per share(note 9)


(0.039
) The accompanying notes are an integral part of the financial statements.  F-67




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##### Table of Contents

Graph Blockchain Limited Statement of Changes in Shareholders Equity (Expressed in Canadian dollars, except number of common shares)   Common SharesAccumulatedothercomprehensiveNumber


Amount


Reserves


Deficit


income


Total$


$


$


$


$Balance  November 22, 2017






















Net loss for the period














(3,772,838
)






(3,772,838
)Shares issued to founders in exchange for cash consideration


24,219,524



400,000















400,000Shares issued to founders in exchange for services rendered


9,990,553



165,000















165,000Shares issued under private placement


42,803,417



3,455,376















3,455,376Share issuance costs for private placement






(124,146
)














(124,146
)Broker warrants issued under private placement






(75,865
)


75,865











Shares issued in exchange for management consulting fees


24,219,524



2,000,000















2,000,000Share based compensation


20,283,851



430,830















430,830Foreign exchange translation


















10



10Balance  July 31, 2018


121,516,869



6,251,195



75,865



(3,772,838
)


10



2,554,232 The accompanying notes are an integral part of the financial statements.  F-68




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##### Table of Contents

Graph Blockchain Limited Statements of Cash Flows (Expressed in
Canadian dollars)   November 22,2017 to July 31,2018$Cash flows from (used in) operating activitiesNet loss


(3,772,838
)Adjustments to reconcile net loss to operating cash flowDepreciation of property and equipment


4,328Management consulting fees (notes 8 and 10)


1,769,912Shares issued to founders in exchange for services rendered (note 8)


165,000Share based compensation (notes 8 and 10)


430,830Net change in operating assets and liabilities (note 7)


65,435(1,337,333
)Cash flows used in investing activitiesPurchase of property and equipment (note 6)


(29,114
)Cash flows from financing activitiesProceeds from issuance of share capital (note 8)


3,731,230Effect of exchange rate changes on cash and cash equivalents


(805
)Increase (decrease) in cash and cash equivalents


2,363,978Cash and cash equivalents, beginning of period


Cash and cash equivalents, end of period


2,363,978 The accompanying notes are an integral part of the financial statements.  F-69




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars, except share and unit information)  1 Description of business and organization Graph Blockchain Limited (the Company or Graph) is a privately held company that was founded as a joint venture between
Datametrex AI Limited and Bitnine Global Inc. and incorporated in the province of Ontario on November 22, 2017. The Company is domiciled in Canada and the address of its registered office is 2161 Yonge St. Suite 210, Toronto, Ontario, M4S 3A6
Canada. The Company is a blockchain development company that provides high performance private blockchain solutions that include graphic data analysis
and consulting services, implementation of data mining analysis through the use of graph databases and speed enhancements of blockchain control systems for corporations and government agencies. 2 Significant accounting policies Basis of
presentation and statement of compliance These financial statements have been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations (collectively IFRS) as issued by the International Accounting Standards Board (IASB). The financial statements were approved and authorized for issuance by the Companys Board of Directors on November 5, 2018. The financial statements are
presented in Canadian dollars which is also the Companys functional currency. The Company has one wholly-owned entity, the South Korean branch of Graph Blockchain Limited with a Korean Won functional currency. The accounting policies have been
applied consistently in these financial statements, unless otherwise indicated. Operating segments Management has determined that the Company operates in two reportable operating segments based on geographical region. The Company provides blockchain services
with a head office located in Canada (Graph Canada) and a branch located in South Korea (Graph Korea). Foreign Currency The financial statements are presented in Canandian dollars. The functional currency of the South Korean branch of the Company is Korean Won. Assets
and liabilities of the South Korean branch are translated at the rate of exchange at the reporting period end date. Revenues and expenses are translated at average rates for the period. The resulting foreign currency translation adjustments are
recognized in the accumulated other comprehensive income included in shareholders equity. Revenue from contracts with customers The Company early adopted IFRS 15, Revenue from Contracts with Customers (IFRS 15). Revenue is measured based on the consideration specified in a
contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue when it transfers control over a product or service to a customer.  F-70




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Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Nature of goods and services The following is a description of principal activities  separated by reportable segments  from which the Company generates its revenue. For more
detailed information about reportable segments, see note 4. a) Graph Canada During the period from November 22, 2017 to July 31, 2018, the Graph Canada segment of the Company principally generated revenue from providing
blockchain planning and consulting services for a Canadian customer who is in the process of considering the adoption of blockchain technology in their businesses.  Products and service

Nature, timing of satisfaction of performance obligations and
significant payment termsDevelopment plan and budget for the blockchain platform

The Company recognizes revenue at the point in time when a customer takes control of the project development plan and budget. b) Graph Korea During
the period from November 22, 2017 to July 31, 2018, the Graph Korea segment of the Company principally developed prototype blockchain solutions for customers based in the Republic of Korea through its distribution partner located in the
region.  Products and service

Nature, timing of satisfaction of performance obligations and
significant payment termsPrototype blockchain solution services

Under the contracts between a distribution partner and a customer, the Company controls the work in progress as the prototypes are being built. Revenue is recognized at the pointin time when the customer takes control of the prototype. Billings or payments received from customers in advance of revenue recognition are recorded as contract liabilities on the
statement of financial position, and costs incurred for developing the prototype are recorded as inventory on the statement of financial position. Revenue and costs to obtain or fulfil contracts with customers Revenue is recognized when a customer obtains control of promised goods or services. The Company follows the below criteria when assessing whether control has
been obtained by a customer:  (a)
The Company has a present right to payment; and  (b)
The customer obtains legal title; and  (c)
The Company has transferred physical possession of the goods or services; and  (d)
The customer has the significant risks and rewards of ownership of the goods or services; and  (e)
The customer has accepted the goods or services. The Company capitalizes the direct costs incurred to develop the prototype, and records them as inventory in the statement of financial position. Direct costs
are those costs that the Company incurs to fulfil the contract that would not have been incurred if the contract had not been obtained.  F-71




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Expenditures that do not meet the above criteria are expensed when incurred. Financial instruments The Company adopted IFRS 9,
Financial Instruments (IFRS 9). IFRS 9 sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. The adoption of IFRS 9 did not materially affect the Companys cash flows from operating, investing, or financing activities, its financial position, or
its results from operations. a) Classification of financial assets IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash
flow characteristics. Financial assets are classified and measured based on the three categories: amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit and loss (FVTPL). Financial
liabilities are classified and measured in two categories: amortized cost or FVTPL. Under IFRS 9, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are not separated, but the hybrid financial
instrument as a whole is assessed for classification. The following table summarizes the classification of the financial instruments upon the adoption of
IFRS 9:  ClassificationCash and cash equivalents


FVTPLTrade and other receivables


Amortized costAccounts payable and accrued liabilities


Amortized cost b) Impairment of financial assets IFRS 9 uses a forward-looking expected credit loss (ECL) model to measure the impairment loss of financial assets. The ECL model
requires judgement, including consideration of how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis. The new impairment model is applied, at each reporting date, to the Companys financial assets
measured at amortized cost. Impairment losses are recorded in office and general expenses with the carrying amount of the financial asset reduced through the use of impairment allowance accounts. Inventory The Companys inventory consists of
development costs of software, which are valued at the lower of cost and net realizable value. Cost of inventory is accounted for on specific identification basis. Any losses on valuation of inventories are included in profit or loss at the time
they are determined. Critical Accounting Estimates and Judgments The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions. These estimates and assumptions are
based on managements historical experience, best knowledge of current events and conditions and activities that the Company may undertake in the future. Actual results could differ materially from these estimates. Areas requiring estimates and
judgements include timing of recognizing revenue and valuation of equity instruments issued under share-based payment arrangements.  F-72




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Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Revenue recognition The Company uses judgment to assess whether contracts contain multiple products and services sold and whether these should be considered distinct and accounted
as separate performance obligations or together. Estimates are required when allocating revenue where multiple performance obligations exist in a contract. Judgment is required as to determining when control of the product has been transferred to
the customer. The Company currently bases their assessment of the transfer of control on the receipt of inspection certificates from their distributor and with the end customer. Share-based payment The Company measures the cost of
equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which
is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the share price, expected life of the share option, volatility and dividend yield and making
assumptions about them. Estimates The effect of a
change in an accounting estimate is recognized prospectively by including it in comprehensive loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the changes affects both. Property and equipment Property and equipment are
carried at cost less accumulated amortization. Assets under capital leases are recorded at the present value of the minimum future lease payments at the time of inception. Gains and losses arising on the disposal of individual assets are recognized
in income in the year of disposal. Costs, including financing charges and certain design, construction and installation costs, related to assets that are under construction and are in the process of being readied for their intended use are recorded
as construction in progress and are not subject to amortization. Amortization, which is recorded from the date on which each asset is available for
service, is generally provided for on a straight-line basis over the estimated useful lives of the property, plant and equipment as follows:  Computer equipment


2 yearsOffice equipment and furniture


5 years Maintenance and repairs are charged to expense as incurred. Renewals and betterments, which materially prolong the useful
lives of the assets, are capitalized. The cost and related accumulated amortization of property retired or sold are removed from the accounts, and gains or losses are recognized in the statement of loss and comprehensive loss. Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than deferred tax
assets) to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated using discounted cash flows.  F-73




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   For impairment testing, assets are grouped together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on
estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed. For any other assets, an impairment loss is reversed only to the extent that the assets
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Leases Leases entered into by the Company in which
substantially all of the benefits and risks of ownership are transferred to the Company are recorded as obligations under capital leases and under the corresponding category of property and equipment. Obligations under capital leases reflect the
present value of future lease payments, discounted at an appropriate interest rate, and are reduced by rental payments, net of imputed interest. Property and equipment under capital leases are depreciated based on the effective useful lives of the
assets. All other leases are classified as operating leases and leasing costs, including any rent holidays, leaseholds incentives, and rent concessions, are amortized on a straight-line basis over the lease term. Income taxes Income tax expense (benefit) comprises
current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income. Current tax is the
expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also
includes any tax liability arising from the declaration of dividends. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Deferred tax is not recognized for temporary differences on the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit or loss, temporary differences related to investments in subsidiaries and associates to the extent that it is probable that they will not reverse in the foreseeable
future, and taxable temporary differences arising on the initial recognition of goodwill. Share based compensation The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as share based compensation in the
statements of comprehensive loss, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and
non-market performance conditions at the vesting date. Share-based payment arrangements granted to non-employees are valued at the fair value of the goods or service
received, measured at the date on which the goods are received, or the services are rendered. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure the value and the corresponding increase
in equity, indirectly, by reference to the fair value of the equity instruments granted, which the Company does using the Black-Scholes option-pricing model.  F-74




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   The increase in equity recognized in connection with a share based payment transaction is presented in the
Reserves line item on the statements of financial position, as separate component in equity. For share-based payment awards with market conditions, the grant-date fair value of the share-based payment is measured to reflect such
conditions and there is no true-up for differences between expected and actual outcomes. 3 Future accounting
pronouncements The IASB has issued the following applicable standard: IFRS 16, Leases (IFRS 16): In January 2016, the IASB issued IFRS 16 which supersedes IAS 17, Leases. This Standard introduces a single lessee
accounting model. The new standard will affect the initial present value of unavoidable future lease payments as lease assets and lease liabilities on the statement of financial position, including for most leases which are currently accounted for
as operating leases. The Standard is effective for annual periods beginning on or after January 1, 2019. The Company assessed existing operating leases and determined that the adoption of IFRS 16 would not have a material impact on its financial
statements. 4 Operating segments The Company has
two geographic segments as defined in note 2 to these financial statements. Segment information of the Company is summarized as follows:  Graph


Graph


ConsolidatedCanada


Korea


totals$


$


$For the November 22, 2017 to July 31, 2018Revenue


15,000







15,000Segment loss


(3,770,422
)


(2,416
)


(3,772,838
)Depreciation and amortization


3,926



402



4,328Finance income


(485
)






(485
)Share based consulting


1,934,912







1,934,912Share based compensation


430,830







430,830Segment assets


2,724,266



609,411



3,333,677Capital expenditure


25,127



3,987



29,114Segment liabilities


167,627



611,818



779,445 5 Inventory and contract liabilities No revenue has been recognized for the prototype blockchain solution services provided in Graph Korea, as the ultimate customer has not taken control of the
prototype product as of July 31, 2018. Since the Companys distributor has made advance payments on behalf of the customer, the consideration net of discounts in the amount of $534,392 was recorded as contract liabilities on the statement
of financial position.  F-75




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Development costs of $571,691 were incurred to fulfil contracts during the period ended July 31, 2018,
of which $534,392 were recognized as inventory on the statement of financial position as of July 31, 2018. The development costs represent amounts paid to a related party for outsourced development services (see note 10). The remaining amount
of $37,299 was recognized in other operating expenses in relation to revenue earned in the amount of $15,000 during the period. The inventory is presented at lower of cost and net realizable value. 6 Property and equipment  OfficeComputer


equipmentequipment


and furniture


Total$


$


$CostBalance at November 22, 2017










Additions


26,498



2,616



29,114Translation adjustments


(62
)






(62
)Balance at July 31, 2018


26,436



2,616



29,052Accumulated depreciationBalance at November 22, 2017










Depreciation


4,154



174



4,328Translation adjustments


(3
)






(3
)Balance at July 31, 2018


4,151



174



4,325Carrying amountsBalance at November 22, 2017










Balance at July 31, 2018


22,285



2,442



24,727 Depreciation of property and equipment was included in Depreciation and amortization on the statement of loss and
comprehensive loss. As at July 31, 2018 and November 22, 2017, no property or equipment was under capital lease. 7 Net change in operating assets and liabilities  November 22,2017 to July 31,2018$Cash flows provided by (used in)Trade and other receivables


50,856Inventory


(534,392
)Prepaid expenses and other assets


(231,761
)Accounts payable and accrued liabilities


246,340Contract liabilities


534,39265,435Supplemental cash flow information  F-76




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Non-cash HST receivable of $230,088 on consulting
fees was settled by issuance of equity instruments (note 8(a)). 8 Share capital and reserves a) Common shares The Company is authorized to issue an
unlimited number of common shares with no par value. Issuances of common shares are recorded in Share capital on the statement of financial
position. The effects of a share split effective October 1, 2018 as disclosed in note 15 are reflected below. The following summarizes transactions
involving the common shares of the Company:  Number


Amount$Shares issued and outstanding at November 22, 2017






Shares issued to founding companies in exchange for cash consideration


24,219,524



400,000Shares issued to founders in exchange for services rendered


9,990,553



165,000Shares issued from private placements, net of fees


42,803,417



3,255,365Shares issued in exchange for management consulting fees (note 10)


24,219,524



2,000,000Share based compensation


20,283,851



430,830Shares issued and outstanding at July 31, 2018


121,516,869



6,251,195 On the inception of the Company, 24,219,524 shares were issued to two founding shareholder companies for cash consideration of
$400,000. During the period from November 22, 2017 (date of incorporation) to July 31, 2018, 9,990,553 shares were issued to founders for various services rendered. The shares were valued based on recent financing transactions with
founders in close proximity to the issuance of the shares for an amount of $165,000, included in Share based consulting fees in the statement of loss and comprehensive loss. On January 10, 2018, the Company completed a non-brokered private placement (the Private Placement)
for aggregate gross proceeds of $3,455,376. Under the Private Placement, the Company issued 41,843,791 shares in accordance with the terms and conditions of the subscription agreement representing a subscription price of $0.083 per share. In
connection with the Private Placement, finders fees were paid to arms length parties in an amount equal to 8% of the size of the Private Placement. This included cash commissions of $124,146, the grant of 1,665,818 brokers warrants
and the issuance of 959,626 shares. Each whole brokers warrant shall be exercisable for one common share of the Company at a price of $0.083 per broker warrant for a period of 24 months from the closing date. As a result of the Private
Placement, the Company received in net proceeds of $3,331,230, of which $3,255,365 has been allocated to Share capital for the shares issued and $75,865 has been allocated to Reserves for the broker warrants issued on the
statement of financial position. On April 1, 2018, the Company issued 2,421,952 common shares in escrow to an officer of the Company, vesting over
eight quarterly instalments with April 1, 2018 as the first vesting date. During the period from November 22, 2017 (date of incorporation) to July 31, 2018, 605,488 common shares have vested, resulting in $105,830 of Share based
compensation recorded in the statement of loss and comprehensive loss. As the unvested shares are subject to claw-back provisions if performance conditions are not met, the remaining 1,816,464 shares held in escrow are not included in the
issued and outstanding shares on the statement of changes in shareholders equity. In addition, 19,678,363 shares were issued to members of key management and directors to settle financial liability of $325,000 arising from services received,
the shares were valued by comparing to recent cash issuance of shares at the time, and included in Share based compensation in the statement of loss and comprehensive loss. There was no gain or loss resulted from the settlement of
financial liability.  F-77




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   During the period from November 22, 2017 (date of incorporation) to July 31, 2018, the Company
issued 24,219,524 common shares in the amount of $2,000,000 to a shareholder company of the Company in exchange for management consulting fees, resulting in $1,769,912 (net of HST) being recorded in Share based consulting fees in the
statement of loss and comprehensive loss. The shares issued were valued by comparing to recent cash issuance of the shares at the time. b) Warrants Issuances of warrants are recorded in Reserves on the statement of financial position. The following summarizes transactions involving
warrants issued by the Company:  WeightedaverageNumber


exercise price$Warrants outstanding at November 22, 2017






Brokers warrants issued in connection with the Private Placement


1,665,818



0.083Warrants outstanding at July 31, 2018


1,665,818



0.083 The Company uses the Black-Scholes Option Pricing Model to value broker warrants issued in connection with private placements.
The weighted average assumptions used in the model were as follows:  

Risk-free annual interest rate  2.05%  

Expected exercise price  $0.083  

Expected life  2 years  

Annualized volatility  105%  

Expected dividend yield  0% As at July 31, 2018, the outstanding warrants had a remaining useful life of 1.45 years with a reserve balance of $75,865. 9 Loss per share  For the period from November 22, 2017 to July 31, 2018Net loss

$
(3,772,838
)Weighted average number of shares outstanding


96,881,395Basic and diluted loss per share

$
(0.039
) Basic loss per share is calculated by dividing the total loss by the weighted average number of shares outstanding during the
period. Outstanding warrants as at July 31, 2018 of 1,665,818 have not been factored into the calculation as they are considered anti-dilutive. The effects of a share split effective October 1, 2018 as disclosed in note 15 are reflected
below.  F-78




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   The following table presents the maximum number of shares that would be outstanding if all dilutive and
potentially dilutive instruments as described in note 8 were exercised or converted as at July 31, 2018:  NumberCommon shares issued and outstanding


121,516,869Common shares issued and held in escrow


1,816,464Warrants outstanding


1,665,818124,999,151 10 Related party transactions a) Office and general During the period from
November 22, 2017 to July 31, 2018, the Company incurred occupancy costs of $20,000 for rent charged by a shareholder company of the Company, and accounting fees of $4,000 charged by a company controlled by a director and officer of the
Company, which have been included in Office and general in the statement of loss and comprehensive loss. b) Share based consulting fees During the period from November 22, 2017 to July 31, 2018, the Company incurred $1,769,912 of management consulting fees charged by a
shareholder company of the Company, in the form of 24,219,524 common shares of the Company, which has been included in Share based consulting fees in the statement of loss and comprehensive loss. c) Inventory and other operating expenses During the
period from November 22, 2017 to July 31, 2018, the Company paid $571,691 of direct development, prototype consulting and contract fulfillment costs charged by a shareholder company and a parent company of a shareholder company of the
Company, of which $534,392 has been included in Inventory in the statement of financial position, and $37,299 has been included in Other operating expenses in the statement of loss and comprehensive loss. d) Compensation of key management personnel Key
management includes members of the Board and executive officers of the Company. Compensation awarded to key management is listed below:  November 22, 2017 to July 31, 2018Amount


Shares$


awardedCash based compensation


174,575



Shares issued


430,830



20,283,851605,405



20,283,851 11 Financial instruments and risk management In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Companys
objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented below.  F-79




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   General objectives, policies and processes Management has overall responsibility for the determination of the Companys risk management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Companys finance function. The overall objective of management is to set policies that seek to minimize risk as far as possible without unduly affecting the Companys
competitiveness and flexibility. The Company has established risk management policies and procedures designed to reduce the potentially adverse effects of price volatility on operating results and distributions. Further details regarding these
policies are set out below. Credit risk Credit risk
is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consists primarily of
cash and trade and other receivables. Credit risk associated with cash is minimized by ensuring these financial assets are maintained with financial
institutions of reputable credit and may be redeemed upon demand. The Company applies the simplified approach to providing for expected cresit lossed prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade
and other receivables. The management measures the expected credit loss based upon historic default rate of customers and estimates the credit loss over the expected life of trade and other receivables. As at July 31, 2018, the impairment
allowance relating to trade and other receivables was $nil. At July 31, 2018, the Company had a short-term loan receivable balance of $29,818
included in Trade and other receivables in the statement of financial position. The remainder of the trade and other receivables balance relates primarily to value added tax positions with Provincial and Federal government entities in
Canada. Liquidity risk Liquidity risk is the risk
the Company will not be able to meet its financial obligations as they become due. The Companys approach is to ensure it will have sufficient liquidity to meet operations, tax, capital and regulatory requirements and obligations, under both
normal and stressed circumstances. Cash flow projections are prepared and reviewed by management to ensure a sufficient continuity of funding exists. The Companys financial liabilities are comprised of its accounts payable and accrued
liabilities. The payments for the Companys accounts payable and accrued liabilities are due in less than a year. The following table sets out the
Companys contractual maturities (representing undiscounted contractual cash flows) of financial liabilities and commitments:  12 months


1 to 2 years


2 to 5 years


Total$


$


$


$Accounts payable and accruals


245,053











245,053Lease commitments


16,352











16,352At July 31, 2018


261,405











261,405  F-80




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Fair values of financial instruments IFRS 7Financial Instruments: Disclosures requires disclosure of a three-level hierarchy (FV hierarchy) that reflects the significance of the
inputs used in making fair value measurements and disclosures. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities
in Level 2 include those whose valuations are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Level 3 valuations are those based on inputs that are
unobservable and significant to the overall fair value measurement. Cash and cash equivalents, trade and other receivables, and accounts payable and
accrued liabilities have relatively short periods to maturity and the carrying values contained in the statement of financial position approximate their estimated fair value. 12 Commitments Lease commitments The total minimum annual operating lease payments are as follows:  Amount$2018


11,6802019


4,6722020 and thereafter


nil 13 Income taxes The
provision for current income taxes differs from the results that would be obtained by applying Canadian Federal and Provincial (Ontario) statutory income tax rates to profit or loss before income taxes. This difference results from the following:  November 22,2017 to July 31,2018$Loss before income taxes


(3,772,838
)Statutory income tax rates


26.50
%Expected current income tax recovery


(999,802
)Share based compensation and non-deductible
expenses


47,739Share based consulting fees


512,752Share issuance costs booked through equity


(53,897
)Change in unrecognized deferred income tax assets


493,208Income tax expense (recovery)


  F-81




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Significant components of the Companys deferred income taxes are as follows:  July 31, 2018$Deferred tax assetsNon-capital losses carried forward


850Net deferred tax assets


850Deferred tax liabilitiesProperty and equipment


(850
)Net deferred income taxes


 Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax
values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:  July 31, 2018$Share issuance costs - 20(1)(e)


290,438Non-capital losses carried forward - Canada


1,570,7291,861,167 The Company has the following estimated Canadian carry-forward non-capital losses and
corresponding expiry dates:  Amount$2038


1,573,9351,573,935 The potential benefits of these carry-forward non-capital losses and deductible
temporary differences have not been recognized in these financial statements as it is not considered probable that sufficient future taxable profit will allow the deferred tax asset to be recovered. 14 Capital management The Company defines its capital as
its shareholders equity. The Companys objectives when managing capital are to maintain a sufficient capital base in order to meet its short-term obligations and at the same time preserve investors confidence required to sustain
future development of the business. The Company is not exposed to any externally imposed capital requirements. There were no changes in the Companys approach to capital management during the period from November 22, 2017 to July 31,
2018.  F-82




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   15 Subsequent events Share split On September 4, 2018, a special
resolution of the shareholders of Graph was made to subdivide all of the issued and outstanding common shares on the basis of 1.210976238250372 post-subdivision shares for every one pre-subdivision share with
an effective split date of October 1, 2018. Any resulting fractional shares shall be either rounded up or down to the nearest whole number. Acquisition of Reg Technologies Inc. On November 6,
2018, the Company entered into a definitive amalgamation agreement (the Amalgamation Agreement) to acquire Reg Technologies Inc. (RegTech) through a reverse takeover. Pursuant to the terms of the Amalgamation Agreement,
RegTech consolidated its outstanding shares on a ten to one basis, and acquired all of the issued and outstanding shares of Graph pursuant to a three-cornered amalgamation whereby 2659468 Ontario Inc., a wholly-owned subsidiary of RegTech, and Graph
amalgamated (the Amalgamation) to form a newly amalgamated company (Amalco), and upon the Amalgamation, former shareholders of Graph (Graph Shareholders) received one new common share of RegTech for each one
common share of Graph held and Amalco became a wholly-owned subsidiary of RegTech (the RTO Transaction). Upon completion of the Amalgamation,
RegTech became the parent and the sole shareholder of Amalco and thus indirectly carried on the business of Graph. As a result, RegTech changed its name to Graph Blockchain Inc.. The RTO Transaction is considered to be a reverse takeover by Graph, the accounting acquirer, of RegTech, the accounting acquiree. A reverse takeover
transaction involving a non-public operating entity and a non-operating company is considered to be in substance a share based payment transaction and is not a business
combination. Any difference in the value of the shares deemed to have been issued by the accounting acquirer and the fair value of the acquirees net assets will be expensed in the period of acquisition as a payment for a stock exchange
listing. Private placement In connection with the
acquisition of Reg Technologies Inc., the Company completed a non-brokered private placement on November 6, 2018 of 3,354,866 post-subdivision units to raise gross proceeds of $1,006,460 that closed
concurrently with the RTO Transaction. Each unit was at a price of $0.30 and consisted of one common share and one warrant of Graph. Each warrant shall be exercisable into one common share of Graph at a price of $0.40 for a period of 18 months from
the date of issuance. Certain dealers and arms-length finders were paid 8% of the gross proceeds. Share issuance costs of $33,000 comprised of $13,000 in respect of cash finders fees, together with other cash expenses of $20,000, resulting in
net proceeds of $973,460. As a result of the private placement, share capital is adjusted by $681,422 to reflect the common shares issued and reserves are adjusted by $292,038 to reflect the warrants issued. The weighted average assumptions used in
calculating the fair value of the warrants include, share price $0.21, expected life  1.5 years, annualized volatility  130%, dividend yield  0%, and risk-free rate  2.19%.  F-83




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##### Table of Contents

Graph Blockchain Limited Notes to Financial Statements (Expressed in Canadian dollars,
except share and unit information)   Issuance of shares Subsequent to July 31, 2018, the Company issued 5,000,000 common shares (post-subdivision) at $0.21 per share to certain employees, officers and directors
of Graph and certain employees of a shareholder company who support the Companys sales efforts. The shares were valued based on financing transactions in close proximity to the issuance of the shares.  F-84




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##### Table of Contents

Graph Blockchain Inc. (Formerly Reg Technologies Inc.) Unaudited Pro Forma Consolidated Statement of Financial Position (Unaudited  Prepared by Management) July 31, 2018 (Expressed in Canadian dollars)  F-85




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##### Table of Contents

Graph Blockchain Inc.(Formerly Reg Technologies Inc.) Unaudited pro forma consolidated statement of financial position as at July 31, 2018 (Expressed in Canadian dollars, unless otherwise noted)  RegTech
$


Graph
$


Notes


Pro formaadjustments
$


Combined
$AssetsCurrent assetsCash and cash equivalents


802



2,363,978



4, 5 (d,e
)


648,460



3,013,240Trade and other receivables


4,357



179,217



4, 5 (c
)


(29,818
)


153,756Inventory






534,392











534,392Prepaid expenses and other assets






231,363











231,363Total current assets


5,159



3,308,950







618,642



3,932,751Property and equipment, net






24,727











24,727Total assets


5,159



3,333,677







618,642



3,957,478Liabilities and shareholders equityCurrent liabilitiesAccounts payable and accrued liabilities


358,626



245,053



4, 5 (b,c
)


(275,206
)


328,473Contract liabilities






534,392











534,392358,626



779,445







(275,206
)


862,865Total liabilities


358,626



779,445







(275,206
)


862,865Shareholders equityShare capital


13,636,565



6,251,195



4, 5 (a,b,d,f,g
)


(10,485,398
)


9,402,362Reserves


12,005,421



75,865



5 (a,d
)


(11,713,383
)


367,903Accumulated other comprehensive income






10











10Deficit


(25,995,453
)


(3,772,838
)


4, 5 (a,b,e,f,g
)


23,092,629



(6,675,662
)Total shareholders equity


(353,467
)


2,554,232







893,848



3,094,613Total liabilities and shareholders equity


5,159



3,333,677







618,642



3,957,478 The accompanying notes are an integral part of this pro forma consolidated statement of financial position.  F-86




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##### Table of Contents

Graph Blockchain Inc.(Formerly Reg Technologies Inc.) Notes to unaudited pro forma consolidated statement of financial position as at July 31, 2018 (Expressed in Canadian dollars, unless otherwise noted)  1
Basis of presentation The unaudited pro forma consolidated statement of financial position of Graph Blockchain Inc. (the Company, formerly Reg Technologies Inc.
or RegTech) as at July 31, 2018 (the Pro Forma Financial Statement), has been prepared by management based on historical financial statements prepared in accordance with International Financial Reporting
Standards (IFRS), for illustrative purposes only, after giving effect to the proposed transaction between the Company and Graph Blockchain Limited (Graph) on the basis of the assumptions and adjustments
described in notes 2, 3, 4 and 5. The unaudited pro forma consolidated statement of financial position has been derived from:  a)
the unaudited statement of financial position of the Company as at July 31, 2018; and  b)
the audited statement of financial position of Graph as at July 31, 2018. It is managements opinion that the unaudited Pro Forma Financial Statement includes all adjustments necessary for the fair presentation, in all material
respects, of the transactions described in notes 3 and 4 in accordance with IFRS, applied on a basis consistent with Graphs accounting policies, except as otherwise noted. The unaudited Pro Forma Financial Statement is not necessarily
indicative of the financial position that would have resulted if the combination had actually occurred on July 31, 2018. The unaudited Pro Forma
Financial Statement should be read in conjunction with the historical financial statements and notes thereto of the Company and Graph, included elsewhere in this Listing Statement.  2
Significant accounting policies This unaudited Pro Forma Financial Statement has been compiled using the significant accounting policies, as set out in the audited consolidated financial
statements of Graph as at and for the year ended July 31, 2018. Management has determined that no material pro forma adjustments are necessary to conform the Companys accounting policies to the accounting policies used by Graph in the
preparation of its financial statements.  3
The RTO Transaction Pursuant to the terms of the Amalgamation Agreement, the Company will consolidate its outstanding shares on a ten to one basis, and acquire all of the issued
and outstanding shares of Graph pursuant to a three-cornered amalgamation whereby 2659468 Ontario Inc., a wholly-owned subsidiary of RegTech, and Graph will amalgamate (the Amalgamation) to form a newly amalgamated company
(Amalco), and upon the Amalgamation, former shareholders of Graph (GraphShareholders) will receive one new common share of RegTech for each one common share of Graph held and Amalco will become a
wholly-owned subsidiary of RegTech (the RTO Transaction). On September 4, 2018, in connection with the RTO Transaction, a special
resolution of the shareholders of Graph was made to subdivide all of the issued and outstanding common shares on the basis of 1.210976238250372 post-subdivision shares for every one pre-subdivision share. Any
resulting fractional shares were either rounded up or down to the nearest whole number. There are currently 4,954,715 post-consolidation RegTech common
shares and 121,516,869 post-subdivision Graph common shares issued and outstanding, as well as 1,816,464 post-subdivision Graph common shares held in escrow and excluded from the number of issued and outstanding shares in accordance with IFRS. On
closing, there will be approximately 5,954,715 RegTech and 130,816,145 Graph common shares outstanding. As a result of the RTO Transaction, the Company expects to have approximately 136,770,860 issued and outstanding common shares on an undiluted
basis. Approximately 4.4% of those shares will be held by shareholders of RegTech and 95.6% will be held by Graph Shareholders. The shares held by new principals of RegTech will be subject to such escrow requirements as may be imposed by
the securities regulatory authorities.  F-87




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##### Table of Contents

Graph Blockchain Inc.(Formerly Reg Technologies Inc.) Notes to unaudited pro forma consolidated statement of financial position as at July 31, 2018 (Expressed in Canadian dollars, unless otherwise noted)  Upon completion of the Amalgamation, RegTech will be the parent and the sole shareholder of Amalco and thus
will indirectly carry on the business of Graph. As a result, the Company intends to change its name to Graph Blockchain Inc. or such other name as is acceptable to the regulators. Further, it is proposed that the management and Board of
Directors of RegTech be changed to consist of persons that have experience in the new business to be undertaken by the combined company. In connection
with the RTO Transaction, RegTech will be seeking shareholder approval of the RTO Transaction and Graph will be seeking shareholder approval with respect to the Amalgamation. The Transaction has been unanimously approved by the Boards of Directors
of Graph and RegTech and both Boards of Directors recommend that their respective shareholders vote in favour of the RTO Transaction and related matters. The RTO Transaction is subject to a number of conditions, including receipt of shareholder and regulatory approval, including approval of the CSE. The RTO
Transaction will be carried out by parties dealing at arms length to one another and therefore will not be considered to be a non-arms-length transaction.  4
Accounting for the RTO Transaction The Pro Forma Financial Statement has been accounted for in accordance with IFRS 2, Share Based Payments. The RTO Transaction is considered to be a reverse
takeover by Graph, the accounting acquirer, of RegTech, the accounting acquiree. A reverse takeover transaction involving a non-public operating entity and a
non-operating company is considered to be in substance a share based payment transaction and is not a business combination. Any difference in the value of the shares deemed to have been issued by the
accounting acquirer and the fair value of the acquirees net assets should be expensed in the current period as a payment for a stock exchange listing. The pro-forma adjustments and allocations of the
purchase price of RegTech by Graph as a reverse takeover are based in part on estimates of the fair value of the assets acquired and liabilities assumed as of the date of completion of the acquisition. The preliminary allocation of estimated consideration transferred is subject to change and is summarized as follows:  Notes


Amount$ConsiderationDeemed issuance of 5,954,715 post-subdivision Graph common shares to former RegTech shareholders
and debtholders at $0.21 per common share


3, 5 (b
)


1,250,490Debt forgiveness for amounts due to Graph from RegTech


5 (c
)


29,818Issuance of 641,666 post-subdivision Graph common shares in connection with a finders fee on
the RTO Transaction at $0.21 per common share


5 (g
)


134,750Other reverse-takeover transaction related costs


5 (f
)


325,0001,740,058Identifiable assets acquired and liabilities assumedCash






802Trade and other receivables






4,357Accounts payable and accrued liabilities


5 (b, c
)


(83,420
)(78,261
)Listing expense






1,818,319 The amount of accounts payable and accrued liabilities assumed includes adjustments for the debt-to-equity settlement and debt forgiveness (reduction in the amount of $275,206) as disclosed in notes 5 (b) and (c), and the amount of consideration includes adjustments to the fair value of
consideration paid as disclosed in note 5 (b), the debt forgiveness of the amounts due from RegTech as disclosed in note 5 (c), the finders fee as disclosed in note 5 (g), and the other reverse-takeover transaction related costs as disclosed
in note 5 (f) to this Pro Forma Financial Statement.  F-88




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##### Table of Contents

Graph Blockchain Inc.(Formerly Reg Technologies Inc.) Notes to unaudited pro forma consolidated statement of financial position as at July 31, 2018 (Expressed in Canadian dollars, unless otherwise noted)  5
Pro forma assumptions and adjustments The Pro Forma Financial Statement reflects the following assumptions and adjustments:  a)
Elimination of the Companys historical equity balances Adjustments to eliminate the Companys historical equity balances included a reduction in share capital in the amount of $13,636,565, a reduction in
reserves in the amount of $12,005,421, and an adjustment of $25,995,453 to eliminate the Companys historical deficit, for a net equity elimination of $353,467.  b)
Conversion of amounts due to certain RegTech directors and vendors Adjustments to decrease the accounts payable and accrued liabilities assumed by $245,388 to reflect their conversion to 1,000,000 common shares of RegTech
prior to the closing of the RTO Transaction at $0.21 per common share. The difference between the increase in share capital and decrease in accounts payable and accrued liabilities is recorded in deficit. The increase in the number of RegTech common
shares outstanding is reflected in the fair value of consideration paid to former RegTech holders of common shares as disclosed in note 4 to this Pro Forma Financial Statement.  c)
Debt forgiveness of amounts due to Graph from RegTech Adjustments to decrease accounts receivable by $29,818 with a corresponding decrease of the accounts payable and accrued liabilities assumed by $29,818 to
reflect the debt forgiveness of amounts due to Graph from RegTech upon the closing of the RTO Transaction. The amounts will be reclassified to intercompany and eliminated on consolidation. The adjustments are separately reflected in the
consideration paid and identifiable liabilities assumed as disclosed in note 4 to this Pro Forma Financial Statement.  d)
Private placement Adjustments to increase cash by $973,460 to reflect a non-brokered private placement completed on
November 6, 2018 of 3,354,866 post-subdivision units to raise gross proceeds of $1,006,460. Each unit was at a price of $0.30 and consisted of one common share and one warrant of Graph. Each warrant shall be exercisable into one common
share of Graph at a price of $0.40 for a period of 18 months from the date of issuance. Certain dealers and arms-length finders were paid 8% of the gross proceeds. Share issuance costs of $33,000 comprised of $13,000 in respect of cash finders
fees, together with other cash expenses of $20,000, resulting in net proceeds of $973,460. As a result of the private placement, share capital is adjusted by $681,422 to reflect the common shares issued and reserves are adjusted by $292,038 to
reflect the warrants issued. The weighted average assumptions used in calculating the fair value of the warrants include, share price $0.21, expected life  1.5 years, annualized volatility  130%, dividend yield  0%, and
risk-free rate  2.19%.  e)
Other RTO Transaction fees Adjustments to decrease cash by $325,000 and increase deficit by $325,000 to account for professional, regulatory and other fees with respect to the RTO
Transaction, as reflected in note 4 to this Pro Forma Financial Statement.  f)
Other share transactions prior to the closing of the RTO Transaction Adjustments to increase share capital by $1,084,505 with a corresponding increase to deficit by the same amount to reflect the issuance of 5,000,000
post-subdivision Graph common shares to certain employees, officers and directors of Graph and certain employees of a shareholder company who support the Companys sales efforts at a valuation of $0.21 per common share prior to the closing of
the RTO Transaction, as well as recognize the vesting and release from escrow of 302,744 post-subdivision Graph common shares on October 1, 2018 in connection with the share compensation of an officer of Graph.  F-89




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##### Table of Contents

Graph Blockchain Inc.(Formerly Reg Technologies Inc.) Notes to unaudited pro forma consolidated statement of financial position as at July 31, 2018 (Expressed in Canadian dollars, unless otherwise noted)  g)
Finders fee in connection with the RTO Transaction Adjustments to increase share capital by $134,750 with a corresponding increase to deficit by the same amount to reflect the issuance of 641,666
post-subdivision Graph common shares to an arms length party responsible for introducing Graph and RegTech.  6
Pro forma share capital The pro forma share capital is summarized as follows:  Number


Amount
$RegTech common shares issued and outstanding at July 31, 2018  pre
consolidation


49,547,090



13,636,565Consolidation of RegTechs common shares at a 10 to 1 ratio


(44,592,375
)


RegTech common shares issued and outstanding at July 31, 2018  post
consolidation


4,954,715



13,636,565RegTech common shares issued to former RegTech shareholders note 5 (b)


1,000,000



210,000RegTech common shares issued and outstanding prior to RTO


5,954,715



13,846,565Graph common shares issued and outstanding at July 31, 2018  pre subdivision


100,346,204



6,251,195Subdivision of Graphs common shares at a 1.211 for 1 ratio


21,170,665



Graph common shares issued and outstanding prior to RTO


121,516,869



6,251,195Number


Amount
$RegTech common shares issued and outstanding prior to RTO per above


5,954,715



13,846,565Graph common shares issued and outstanding prior to RTO per above


121,516,869



6,251,195Elimination of RegTechs pre-acquisition share
capital  note 5 (a)






(13,636,565
)Deemed issuance of Graphs common shares to former RegTech shareholders






1,040,490Graph common shares issued in connection with the private placement 
note 5 (d)


3,354,866



681,422Graph common shares issued in connection with the finders fee  note 5 (g)


641,666



134,750Graph common shares issued subsequent to July 31, 2018  note 5 (f)


5,302,744



1,084,505Pro Forma Shares issued and outstanding at July 31, 2018


136,770,860



9,402,362  7
Pro forma reserves The pro forma reserves are summarized as follows:  Number


Amount
$RegTech warrants and options issued and outstanding at July 31, 2018






12,005,421Graph warrants issued and outstanding at July 31, 2018


1,375,600



75,865Subdivision of Graphs warrants at a 1.211 for 1 ratio


290,218



Elimination of the RegTechs pre-acquisition
reserves






(12,005,421
)Graph warrants issued in connection with the private placement  note 5 (d)


3,354,866



292,038Pro Forma Warrants issued and outstanding at July 31, 2018


5,020,684



367,903  8
Pro forma income tax rates The Company expects to have enacted tax rates as follows: 26.50% for its Canadian operations, and 10% to 25% in the Republic of Korea depending on the tax base
for the period.  F-90