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|                       | UNITED STATESSECURITIES AND
      EXCHANGE **COMMISSION**
      Washington, D.C. 20549 | OMB APPROVAL
|---------------------- | -------------------------------------------------------------------------------------- | ------------
|OMB Number: 3235-028  
|Expires: July 31, 2021
|Estimated average     
|burden                
|hours per.2645.52    

FORM 20-F

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

OR

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

For the fiscal year ended November 30, 2018

OR

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

For the transition period from ______________________ to
  ______________________

Commission file number _______________________________

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

_______________________________________ 
  (Translation of
  Registrants name into English)

British Columbia, Canada
  (Jurisdiction of
  incorporation or organization)

300 - 2015 Burrard Street, Vancouver, British
  Columbia
  Canada V6J 3H3 (Address of principal executive
  offices)

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

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

Common Stock
  (Title of Class)

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

None
  (Title of Class)

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

On November 30, 2018, there were a total of 31,761,300
  common shares issued and outstanding.

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

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

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

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

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

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

Large accelerated filer [   ]
      Accelerated filer [   ]
      Non-accelerated filer [X]


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
      Other [   ]Standards as issuedby the International AccountingStandards Board [X]


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

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

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

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TABLE OF CONTENTS

PART
        I
      6Item
        1. Identity of Directors, Senior Management and Advisers
      6Item
        2. Offer Statistics and Expected Timetable
      6Item
        3. Key Information
      6Item
        4. Information on the Company
      13Item
        4A. Unresolved Staff Comments
      28Item
        5. Operating and Financial Review and Prospects
      28Item
        6. Directors, Senior Management and Employees
      30Item
        7. Major Shareholders and Related Party Transactions
      35Item
        8. Financial Information
      37Item
        9. The Offering and Listing
      38Item
        10. Additional Information
      39Item
        11. Quantitative and Qualitative Disclosures About Market Risk
      48Item
        12. Description of Securities Other than Equity Securities
      49PART
        II
      49Item
        13. Defaults, Dividend Arrearages and Delinquencies
      49Item
        14. Material Modifications to the Rights of Security Holders and Use of
        Proceeds.
      49Item
        15. Controls and Procedures
      49Item
        15T. Controls and Procedures
      49


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Item
        16A. Audit Committee Financial Expert
      50Item
        16B. Code of Ethics
      51Item
        16C. Principal Accountants Fees and Services
      51Item
        16D. Exemptions from the Listing Standards for Audit Committees
      51Item
        16E. Purchase of Equity Securities by the Issuer and Affiliated Purchaser
      51PART
        III
      51Item
        17. Financial Statements
      51Item
        18. Financial Statements
      52Item
        19. Exhibits
      52


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PART I

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

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

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

ITEM 1.        
  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2.        OFFER
  STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3.        KEY
  INFORMATION

A.Selected
  Financial Data

The following table summarizes selected financial data for our
  company for the fiscal years ended November 30, 2018, 2017, 2016, 2015, and
  2014, respectively, prepared in accordance with IFRS as issued by the
  International Accounting Standards Board ("IASB"). The information in the table
  is expressed in Canadian Dollars was extracted from the detailed financial
  statements and related notes included in this annual report and should be read
  in conjunction with such financial statements and with the information appearing
  under the heading, "Item 5  Operating and Financial Review and Prospects"
  beginning at page 18 below.

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Selected Financial Data

(CAD$)

Statements of (Loss) Income Data
      Year Ended November 302018 (audited) ($)
      2017 (audited) ($)
      2016 (audited) ($)
      2015 (audited) ($)
      2014 (audited) ($)Revenues
      Nil
      Nil
      Nil
      Nil
      NilOperating Expenses
      (681,655)
      (116,359)
      (108,987)
      (91,635)
      (149,783)Net and 
        Comprehensive Loss
      (998,225)
      (115,989)
      (108,087)
      (89,433)
      (157,031)Loss Per Share Basic 
        and
      (0.04)
      (0.01)
      (0.01)
      (0.01)
      (0.01)Common Shares 
        Outstanding
      25,309,654
      13,171,397
      12,934,000
      12,934,000
      10,960,044


Statement of
        Financial Position Data
      As at November 302018 (audited) ($)
      2017 (audited) ($)
      2016 (audited) ($)
      2015 (audited) ($)
      2014 (audited) ($)Current Assets
      2,811,971
      589,850
      101,443
      227,892
      373,623Current Liabilities
      166,941
      51,171
      15,525
      33,887
      80,185Working Capital
      2,645,030
      538, 679
      85,918
      194,005
      293,438Total Liabilities and Shareholders' Equity
      412,754
      760,862
      266,455
      392,904
      528,635(Deficit) Retained Earnings
      (1,602,085)
      (615,184)
      (499,195)
      (391,108)
      (301,675)


B.Capitalization and Indebtedness

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

C.Reason for
  the Offer and Use of Proceeds

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

D.Risk
  Factors

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

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Risks Associated with Our Business

Limited Operating History

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

Substantial Capital Requirements and Liquidity

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

Regulatory Requirements

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

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

Financing Risks and Dilution to Shareholders

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

Competition

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

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

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

Governmental Regulations and Processing Licenses and Permits

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

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

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

Litigation

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

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

Risks Relating to the Common Shares

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

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

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

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

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

[   ]
      fluctuations in our operating
        results;[   ]
      changes governmental regulation;[   ][   ]
      litigation;[   ]
      general stock market and economic
        conditions;[   ]
      number of shares available for
        trading (float); and[   ]
      inclusion in or dropping from
        stock indexes.


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

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

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

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

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

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

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

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

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

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

Risks Relating to Management

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

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

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

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

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

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

ITEM 4.       
  INFORMATION ON THE COMPANY

A.History and
  Development of the Company

The Company was incorporated as Alexandra Capital Corp. under
  the Business Corporations Act of British Columbia on October 17, 2011. The head
  office, principal address and registered and records office of the Company are
  located at 300  2015 Burrard Street, Vancouver, B.C., V6J 3H4. We have one
  wholly owned subsidiary, Plymouth Rock Technologies Inc., a Delaware corporation
  (Plymouth Rock USA).

---

Following incorporation, the Company was a capital pool company (“CPC”) as defined by Policy 2.4 of the TSX Venture Exchange (the “Exchange”). On August 11, 2014 the Company completed its qualifying transaction with
  arm’s length vendor (the “Vendor”) Eastland Management Limited (“Eastland”) and on August 13, 2014 commenced trading on the Exchange as a Tier 2 Mining Issuer (TSXV: AXC).

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

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

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

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

Historical Development of our Business since Incorporation

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

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

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

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

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

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

On December 1, 2017, the Company completed a non-brokered private placement of 5,500,000 common shares at a price of $0.10 per share, for gross proceeds of $550,000.00. The Company also issued 490,500 common shares in respect of
  finder’s fees payable in relation to the private placement.

---

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

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

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

Recent Developments and Acquisition of Plymouth Rock USA

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

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

On June 21, 2018, the Company entered into a definitive agreement with Plymouth Rock USA. Pursuant to the agreement, the Company will acquire all of the issued and outstanding common shares of Plymouth Rock USA in consideration of the issuance of
  3,000,000 common shares of the Company. All shares issued as consideration for the Plymouth Rock USA shares will be subject to a resale restriction period of four months from the closing of the transaction and will bear a restrictive legend to this
  effect.

On October 30, 2018, the Company received shareholder approval regarding our proposed change of business, change of name and symbol with the acquisition of Plymouth Rock USA. For the acquisition, the Company issued 3,000,000 common shares of the
  Company to the four shareholders of Plymouth Rock USA. The Company also issued 231,250 common shares of the Company as a finder’s fee. The company changed its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new
  trading symbol “PRT” on November 1, 2018.

On February 19, 2019, the Company signed a memorandum of understanding (“MOU”) with Abicom International Ltd. (“Abicom International”), a Qualcomm authorized design partner, to assist in the continued development of the
  Plymouth Rock Wi-Ti (Wireless Threat Indication) system and prototype. Wi-Ti is a passive detection system that uses artificial-intelligence (“AI”) to analyze the radio waves within an area. The system uses radar-based algorithms to
  filter common items such as cell phones and general pocket items from concealed threats items such as assault weaponry and improvised explosive devices (“IED’S”).

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

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B.Business
  Overview

We are a security and threat detection technology company
  listed on the Canadian Securities Exchange, trading under the symbol PRT. Our
  common shares are also quoted under the symbol ASDRF on the OTCQBtier of the
  OTC Markets electronic quotation system, however there is no active market for
  our stock on the OTC Markets. Our current activities are focused on the
  development of security screening and threat detection technology solutions
  using radar imaging and signal processing technology. We are in the development
  phase and have not achieved revenue.

Our Technologies

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

Wi-Ti

On February 19, 2019, the Company signed a memorandum of
  understanding (MOU) with Abicom International Ltd. (Abicom International), a
  Qualcomm authorized design partner, to assist in the continued development of
  the Plymouth Rock Wi-Ti (Wireless Threat Indication) system and prototype. Wi-Ti
  is a passive detection system that uses artificial-intelligence (AI) to
  analyze the radio waves within an area. The system uses radar-based algorithms
  to filter common items such as cell phones and general pocket items from
  concealed threats items such as assault weaponry and improvised explosive
  devices (IEDS).

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

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

Millimeter Wave, Shoe Scanning Technology

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

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

MIRIADMIRIAD is a compact, RF sensor package that is
  specifically designed for use on UAVs (Unmanned Aerial Vehicles). The basic
  sensor format will be designed to support a variety of missions but will be
  initially optimized to detect weaponry or suicide devices concealed on a person
  in an outdoor environment using passive millimeter wave radar.

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

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

Sources and Availability of Raw Materials

We do not require or anticipate requiring any uncommon raw
  materials for manufacturing of our planned products. Our planned products will
  rely on common electronic components and materials which are not subject to
  significant price volatility. ,

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

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

Competition

We are a security and threat detection technology company. We
  compete with other technology companies for financing and for market share in
  our fields of specialization. Many of the companies with whom we compete have
  greater financial and technical resources than those available to us.
  Accordingly, these competitors may be able to spend greater amounts on the
  acquisition, development and commercialization of technologies of merit,. In
  addition, they may be able to afford more scientific or engineering expertise in
  the development of their technologies. This competition could result in
  competitors offering products of greater quality and interest to prospective
  investors who may finance additional development and commercialization. This
  competition could adversely impact on our ability to finance further product
  development and to achieve the financing necessary for us to develop our
  business

Compliance with Government Regulation

Our business is subject to laws and regulations governing the
  production, sale and use of surveillance, threat detection and security
  technology, including but not limited to regulation regarding public safety,
  personal privacy, public transportation, criminal law, consumer protection,
  exports, taxes, labor standards, occupational health, waste disposal, toxic
  substances, environmental protection, and other matters. Legislation such as the
  Airport Security Federalization Act (United States), the Aviation and
  Transportation Security Act (United States) and the Aviation Security Act
  (Canada) and their respective associated regulations, and all other applicable
  Federal, State, Provincial and municipal laws. The testing, marketing, and sale
  of our current and future products may require permissions or permits from
  various governmental and nongovernmental authorities. There can be no assurance,
  however, that all permissions or permits will be obtainable or achievable on
  reasonable terms or that compliance with such laws and regulations would not
  have an adverse effect on the profitability of any product that we may develop
  or seek to market.

Failure to comply with applicable laws, regulations and
  permitting requirements may result in enforcement actions thereunder, including
  orders issued by regulatory or judicial authorities causing the marketing, sale,
  or use of our products to be curtailed.

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

We are committed to complying with and are, to our knowledge,
  in compliance with, all governmental regulations applicable to our company and
  our planned products.

Research and Development Expenditures

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

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Employees

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

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

C.Organizational Structure

We do not currently have any subsidiaries.

D.Property,
  Plants and Equipment

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

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

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

Information Concerning the SB Project

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

On August 26, 2015, the Company and Eastland Management amended
  the Option Agreement so that on the first anniversary of Exchange approval
  (August 11, 2015) the Company must arrange for payment of $10,000 to Eastland
  Management in lieu of the original obligation to issue 200,000 common shares.
  All other aspects of the Option Agreement remain unchanged.

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

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

ITEM 4A.      UNRESOLVED STAFF
  COMMENTS

Not applicable.

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ITEM
  5. **OPERATING AND FINANCIAL
  REVIEW AND PROSPECTS**

Item 5.        Operating
  and Financial Review and Prospects

The following discussion and analysis of our financial
  condition and results of operations for the fiscal year ended November 30, 2018
  should be read in conjunction with our financial statements and related notes
  included in this annual report in accordance with "Item 8  Financial
  Information"). Our financial statements for the fiscal year ended November 30,
  2018 were prepared in accordance with IFRS and are expressed in Canadian
  Dollars.

A.Operating
  Results

Year Ended November 30, 2018

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

During the year ended November 30, 2018 and 2017, the Companys
  expenses by category consisted of: business development of $11,326 (2017 -
  $Nil), accounting fees of $66,463 (2017 - $19,920), consulting fees of $187,015
  (2017 - $14,742), general office expenses of $46,466 (2017  $2,979), insurance
  fees of $9,500 (2017 - $Nil), legal fees of $166,124 (2017 - $43,691),
  management fees of $71,842 (2017 - $13,500), rent of $30,000 (2017 - $2,500),
  transfer agent and filing fees of $71,076 (2017 - $19,027), and Wages, salaries
  and benefits of $21,843 (2017 - $Nil).

The increase in net loss in the year ended November 30, 2018
  compared with the year ended November 30, 2017 was primarily due to significant
  increases in consulting fees, legal fees, accounting fees, and transfer agent
  and filing fees associated with the due diligence, administration, filing and
  compliance related expenses of the LOI with WMC and the acquisition of Plymouth
  Rock USA, and the non-brokered private placement closed on May 18, 2018.
  Business development costs and general office expenses increased as a result of
  increased activities associated with the due diligence and administration costs
  pursuant to new agreements and private placements. Rent expenses also increased
  for the Companys occupancy in Canada and the US.

Interest income earned for the year ended November 30, 2018 was
  $8,630 compared to $370 during the year ended November 30, 2017. The increase in
  interest income was primarily due to the increase of funds in the Companys bank
  accounts.

Liquidity and Capital Resources

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

At November 30, 2018, the Company had $2,811,971 in current
  assets (November 30, 2017 - $589,850) and $166,941 in current liabilities
  (November 30, 2017 - $51,171) for a working capital position of $2,645,030
  compared to a working capital position of $538,679 as at November 30, 2017.

Current assets at November 30, 2018 were represented by cash of
  $2,743,694 (November 30, 2017 - $96,152), prepaid expenses of $49,891 (November
  30, 2017 - $40,375), subscription receivable balance of $Nil (November 30, 2017
  - $428,000), due from related parties of $7,400 (November 30, 2017 - $18,750),
  and sales tax receivable of $10,986 (November 30, 2017 - $6,573). Current
  liabilities were comprised of $112,757 in accounts payable and accrued
  liabilities (November 30, 2017- $51,171), loan payable of $51,184 (November 30,
  2017 - $Nil), and due to related parties of $3,000 (November 30, 2017 - $Nil).

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

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

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Detailed discussions related to the Companys cash flows
  during the year ended November 30, 2018

Cash balances increased by $2,647,542 during the year ended
  November 30, 2018 (November 30, 2017  $85,876).

During the year ended November 30, 2018, cash used in operating
  activities was $663,765 compared to cash used in operating activities of
  $126,124 during the year ended November 30, 2017. The increase in cash used in
  operating activities is primarily attributed to increased expenditures on
  consulting fees, professional fees and transfer agent and filing fees associated
  with the letter of intent with WMC, the business acquisition of Plymouth Rock
  USA, the development costs of technologies, and the non-brokered private
  placement closed on May 18, 2018.

Cash provided by investing activities during the year ended
  November 30, 2018 was $62,467 (2017 - $90,000). The increase in cash provided in
  2018 was due to the proceeds of the disposition of the SB property.

Cash provided by financing activities during the year ended
  November 30, 2018 was $3,248,840 compared to cash provided by financing
  activities of $122,000 during the year ended November 30, 2017. The cash
  provided by financing activities was a result of the net proceeds from issuance
  of common shares of the Company from the private placement announced during the
  4th quarter ended November 30, 2017, and options and warrants exercised during
  the year ended November 30, 2018. The Company also received $50,000 loan bearing
  annual interest rate of 12%.

B.Research
  and Development, Patents and Licenses, etc.

Not applicable.

C.Trend
  Information

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

D.Off Balance
  Sheet Arrangements

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

E.Tabular
  Disclosure of Contractual Obligations

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

F.Safe
  Harbor

Not applicable.

ITEM 6.        DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

A.Directors
  and senior management

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Name
      Position(s) Held with Company
      Principal Business Activities
        and Other Principal DirectorshipsDana Wheeler, Age 60
      President and Chief Executive Officer
      President, Chief Executive
        Officer and Director of Plymouth Rock Technologies Inc. since October 30,
        2018; Business Development Advisor, Serco, Inc. from June, 2017 to June,
        2018; Chief Executive Officer and managing director, Radio Physics
        Solutions, October 2009 to December, 2016.Vivian Katsuris, Age 54
      Director and Secretary
      President of Alexandra Capital
        Corp. (CSE: AXC) from January 2018 to October 30, 2018, Chief Financial
        Officer from August 2014 to January 2018 and Secretary since August 2014;
        President and Founder of Vivkor Holdings Inc. since August 2014, Director
        of Universal mCloud (TSXV-MCLD  formerly Universal Ventures Inc.) from
        April 2014 to October 2017; Director and Corporate Secretary of ArcPacific
        Resources Corp. (TSXV-ACP  formerly Plate Resources Inc.) from January
        2014 to July 2016 and CFO from June 2015 to July 2016; Investment Advisor
        at Global Securities Corporation from 2003 to 2013; Director of KAPA
        Capital Inc., February 2018 to present.Jeremy Poirier, Age 32
      Director
      President, Chief Executive
        Officer and Director of Bearing Lithium Corp., August 2016 to present;
        President, Nico Consulting, 2004 to present; Director and CEO of Lions Bay
        Mining Corp., September 2018 to present; Director, Pure Energy Minerals
        Limited, December 2013 to September 2016.Zara Kanji, Age 48
      Chief Financial Officer
      Owner, Zara Kanji &
        Associates, CPA, 2003 to present; Chief Financial Officer, Secretary, and
        Director, Xander Resources Inc., December 2009 to present; Chief Financial
        Officer, Megastar Development Corp., September 2011 to present.Angelos Kostopoulos, Age 61
      Director
      Partner with Nakou &
        Associates Law Firm from March 2004 to Present; Director of Blue White
        Capital LLC from August 2011 to Present; Manager for Enron Wind from
        October 1998 to December 2001; Manager for GE Wind from January 2002 to
        February 2004; COO for UPC Renewables from July 2006 to January 2009.


Dana WheelerPresident, Chief Executive Officer,
  Director

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

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Zara Kanji—Chief Financial Officer

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

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

Vivian Katsuris –Secretary, Director

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

Ms. Katsuris has over 27 years of experience in the brokerage industry, the North American capital markets & public financings. She was an Investment Advisor at Global Securities Corporation from 2003 to 2013 and worked at Canaccord Capital
  Corp. (Canada and US divisions) from 1993 to 2003. Ms. Katsuris has served on the board as an officer and director of Universal Ventures Inc (TSX-UN) and Plate Resources Inc (TSX-PLR) and also current serves as a director of Universal Ventures
  Inc.Kapa Capital Inc. (TSXV-KAPA.P).

Jeremy Poirier – Director

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

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

Angelos Kostopoulos—Director

Angelos Kostopoulos, is a Registered Tax Return Preparer as designated by the Internal Revenue Service, and has been a tax adviser listed by the US Embassy in Athens since 1992. Currently he is a partner at Nakou & Associates Law Firm (Athens,
  Greece), and Strati & Partner (Tirana, Albania), where he advised clients on a wide range tax and financial compliance matters. Since 2011 he has served as the president of Blue White Capital LLC a privately held, climate-friendly project
  developer, integrator, principal and boutique advisory firm. Mr. Kostopoulos holds a Bachelor of Arts (History) from Arizona State University, a Master of Arts (International Relations) from Indiana University Bloomington, a Master of Science
  (Military Science) from the Hellenic Army Supreme War College, and a Master of Laws (International Business) from the University of Cumbria.

Family Relationships

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

---

B.Compensation

During the years ended November 30, 2018 and 2017, our
  directors and officers received the following compensation:

|                                           |   | November 30, 2018 |  |   | November 30, 2017 |  |   | November 30, 2016 | 
|------------------------------------------ | - | ----------------- |  | - | ----------------- |  | - | ----------------- | 
|Vivian Katsuris, Corporate
      Secretary | $ | 36,842            |  | $ | 13,500            |  | $ | 10,500            | 
|Zara Kanji, CFO                            |   | 30,000            |  |   | -                 |  |   | -                 | 
|Ioannis Tsitos, Former Director            |   | 5,000             |  |   | -                 |  |   | -                 | 
|                                           | $ | 71,842            |  | $ | 13,500            |  | $ | 10,500            | 

Our directors and our officers did not accrue or receive any
  other cash compensation, non-cash compensation, or benefits in kind for their
  services during the year ended November 30, 2018 or 2017.

Written Management Agreements

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

Stock Option Plan

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

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

Our stock option plan has the following terms and
  conditions:

- stock options may be issued to directors, senior officers, employees,
      consultants, affiliates or subsidiaries or to employees of companies providing
      management or administrative services to the Company;
- the Board (or any committee delegated by the Board) in its sole discretion
      will determine the number of options to be granted, the optionees to receive
      the options, and term of expiry;
- the options will be non-assignable except that they will be exercisable by
      the personal representative of the option holder in the event of the option
      holder's death;
- options will be exercisable at a price which is not less than the
      Discounted Market Price (as defined by the TSXV policy 1.1);
- options granted to a person who is engaged in investor relations activities
      will expire within a maximum of 30 days after the optionee ceases to be
      employed and options granted to all other persons will expire within a
      reasonable period of time from the date the optionee ceases to hold his or her
      position or office;
- the number of Common Shares reserved for issuance to any one person
      pursuant to options granted during the previous 12 months shall not exceed 5%
      of the issued and outstanding Common Shares at the time of grant; and the
      number of options granted to consultants or persons performing investor
      relations activities will not exceed 2% unless the TSXV provides approval;
- the aggregate number of Common Shares which may be subject to issuance
      pursuant to options granted under our stock option plan shall not exceed the
      equivalent of 10% of the issued and outstanding Common Shares of the Company;
- options will not be issued unless fully paid and options granted will be
      fully vested on the date of grant; options granted to consultants providing
      investor relations services will be subject to vesting provisions as per the
      policies of the TSXV;
- every option granted under our stock option plan shall be evidenced by a
      written agreement between the Company and the optionee;

---

- any consolidation or subdivision of Common Shares will be reflected in an
      adjustment to the stock options;
- any reduction in exercise price of options granted to the Company's
      insiders will be subject to approval of disinterested shareholders of the
      Company.

Option-Based Awards

The following table sets forth the option based awards for each
  of directors and officers of the Company outstanding as at November 30,
  2018.

Name
      Option Based AwardsNumber of securities underlying unexercised options (#)
      Option exercise price ($)
      Option expiration date
      Value of unexercised in-the-money options ($)(1)Dana Wheeler, President, Chief
        Executive Officer, & Director
      400,000
      $0.60
      January 16, 2024(2)
      NilZara Kanji, Chief Financial Officer
      100,000
      $0.60
      January 16, 2024(2)
      NilVivian Katsuris, Secretary, Director
      125,000
      $0.30 
        $0.60
      November 11, 2019 
        January
        16, 2024(2)
      Nil 
        Nil100,000Jeremy Poirier, Director
      100,000
      $0.60
      January 16, 2024(2)
      NilAngelos Kostopoulos, Director
      150,000
      $0.60
      January 16, 2024(2)
      Nil


| | (1) | Value is calculated based on the difference between
        the market value of the securities underlying the options as at November
        30, 2018, being $0.00, and the exercise price of the option.                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The options vest incrementally pursuant to the
        following schedule: (i) 50% on January 15, 2020; (ii) 12.5% on April 15,
        2020; (iii) 12.5% on July 15, 2020; (iii) 12.5% on October 15, 2020; and
        (iv) 12.5 % on January 15, 2021.

Termination and Change of Control Benefits

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

Pension, Retirement or Similar Benefits

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

---

C.Board
Practices

Term of Office

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

Service Contracts

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

Committees

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

Audit Committee

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

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

- review the financial reporting process to ensure the accuracy of the
      financial statements of our company;
- assist the Board to properly and fully discharge its responsibilities;
- strengthen the role of the Board by facilitating in depth discussions
      between directors, management and external auditors;
- evaluate the independent auditor's qualifications, performance and
      independence;
- facilitate the independence of the independent auditor;
- assess the processes relating to the determination and mitigation of risks
      and the maintenance of an effective control environment; and
- review the processes to monitor compliance with laws and regulations.

D.Employees

As of November 30, 2018 and as at the date of this report, we
  do not have any employees. Our directors and certain contracted individuals play
  an important role in the running of our company. We do not expect any material
  changes in the number of employees over the next 12 month period. We do and will
  continue to outsource contract employment as needed.

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

---

E.Share
  Ownership

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

Name and
        Office Held
      Number of Common Shares
        Owned**and**Percent of Total Outstanding
        Common**Shares**
      Options Owned# of Shares
      % of Class(1)Blake Olafson, FormerPresident,Chief Executive Officer,Treasurer, & Director(3)
      1,000,000(4)
      3.14
      NilDana Wheeler, President, Chief ExecutiveOfficer, & Director
      1,350,000
      4.2
      400,000(2)Zara Kanji, Chief Financial 
        Officer
      Nil
      Nil
      100,000(2)Vivian Katsuris, Secretary, & 
        Director
      247,000(5)
      (6)
      225,000(7)Angelos Kostopoulos, Director
      Nil
      Nil
      150,000(2)Jeremy Poirier, Director
      Nil
      Nil
      100,000(2)


Notes:

| | (1) | Based on 31,761,800 common shares issued and
        outstanding as at April 30, 2019                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Options are exercisable into common shares on a
        one-for-one basis and vest incrementally pursuant to thefollowing
        schedule: (i) 50% on January 15, 2020; (ii) 12.5% on April 15, 2020; (iii)
        12.5% on July 15, 2020;(iii) 12.5% on October 15, 2020; and (iv)
        12.5 % on January 15, 2021.                                                                                                                                                    
| | (3) | Mr. Olafson resigned as an officer and director on
        January 15, 2018                                                                                                                                                                                                                                                                                                                                                                                                  
| | (4) | Includes 900,000 Common Shares held in the name of
        Linkson Holdings Ltd. Mr. Olafson has voting anddispositive
        control over securities held by Linkson Holdings Ltd.                                                                                                                                                                                                                                                                                         
| | (5) | Includes 120,000 shares held in the name of Vivkor
        Holdings Inc, Ms. Katsuris has voting and dispositivecontrol over
        securities held by Vivkor Holdings Inc.                                                                                                                                                                                                                                                                                                 
| | (6) | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (7) | Includes 100,000 Options exercisable into common
        shares on a one-for-one basis and vest incrementallypursuant to
        the following schedule: (i) 50% on January 15, 2020; (ii) 12.5% on April
        15, 2020; (iii) 12.5% onJuly 15, 2020; (iii) 12.5% on October 15,
        2020; and (iv) 12.5 % on January 15, 2021. Also includes 125,000Options exercisable into common shares on a one-for-one basis at
        $0.30 per share until November 11, 2019.

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

---

**ITEM 7.****MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**

**A.**Major Shareholders

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

Name of Shareholder
      Number of Shares Held
      % of Class
        Held(1)Blake Olafson(2)
      1,000,000
      3.14


Notes:

| | (1) | Based on 31,761,800 common shares issued and
        outstanding as at April 30, 2019.                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes 900,000 common shares held in the name of
        Linkson Holdings Ltd., a company over which Mr. Olafson holds voting
        control. ..

Recent Changes in Major Shareholder Ownership

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

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

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

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

During fiscal 2018, Linkson Holdings Ltd., a corporation
  controlled by Blake Olafson, our former President, Chief Executive Officer, and
  Director, sold 1,100,000 common shares, reducing Mr. Olafsons beneficial
  ownership in the Company from 6.6% to 3.14%.

Major Shareholder Voting Rights

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

Residency of Shareholders

As at November 30, 2018 and March 31, 2019, the registrar and
  transfer agent for our company reported that there were 31,761,300 common shares
  of our company issued and outstanding. Of the 31,761,300 common shares issued
  and outstanding on November 30, 2018, 25,098,250 were registered to Canadian
  residents (9 recorded shareholders), 2,838,050 were registered to residents of
  the United States (2 recorded shareholders), and 3,825,000 were registered to
  non-United States or Canadian residents (8 recorded shareholders). Of the
  31,768,800 common shares of our company issued and outstanding on March 31,
  2019, 26,205,750 were registered to Canadian residents (11 recorded
  shareholders), 2,838,050 were registered to residents of the United States (28
  recorded shareholders), and 2,725,000 were registered to non-United States or
  Canadian residents (8 recorded shareholders).

---

Control and Control Arrangements

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

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

B.Related
  Party Transactions

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

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

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

November 30, 2018
      
      
      November 30, 2017Company controlled by CFO
      $
      3,000
      
      $
      -$
      3,000
      
      $
      -


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

|                             |   | November 30, 2018 |  |   | November 30, 2017 |  |   | November 30, 2016 | 
|---------------------------- | - | ----------------- |  | - | ----------------- |  | - | ----------------- | 
|Management fees              | $ | 71,842            |  | $ | 13,500            |  | $ | 10,500            | 
|Accounting fees              |   | 20,748            |  |   | -                 |  |   | -                 | 
|Salaries and benefits to CEO |   | 13,200            |  |   | -                 |  |   | -                 | 
|                             | $ | 105,790           |  | $ | 13,500            |  | $ | 10,500            | 

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

|                                     |   | November 30, 2018 |  |   | November 30, 2017 |  |   | November 30, 2016 | 
|------------------------------------ | - | ----------------- |  | - | ----------------- |  | - | ----------------- | 
|Vivian Katsuris, Corporate Secretary | $ | 36,842            |  | $ | 13,500            |  | $ | 10,500            | 
|Zara Kanji, CFO                      |   | 30,000            |  |   | -                 |  |   | -                 | 
|Ioannis Tsitos, Former Director      |   | 5,000             |  |   | -                 |  |   | -                 | 
|                                     | $ | 71,842            |  | $ | 13,500            |  | $ | 10,500            | 

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

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

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

---

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

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

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

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

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

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

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

Compensation

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

C.Interests
  of Experts and Counsel

Not applicable

ITEM 8.        FINANCIAL
  INFORMATION

A.Financial
  Statements and Other Financial Information

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

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

| | (a) | audited financial statements for the year ended November
        30, 2018, including: independent auditors' report by MNP LLP, Chartered
        Professional Accountant, statements of financial position, statements of
        loss and comprehensive loss, statements of cash flows, statements of
        changes in equity, and notes to financial
        statements;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Legal Proceedings

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

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

---

Policy on Dividend Distributions

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

B.Significant
  Changes

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

ITEM 9.        THE OFFER
  AND LISTING

A.Offer and
  Listing Details

| | (a) | Our authorized share capital consists of an unlimited
        number of Common Shares, without par value. As of November 30, 2018 and
        April 30, 2018, we had 31,761,300 and 31,768,800 Common Shares issued and
        outstanding, respectively. Our common stock is listed on the Canadian
        Securities Exchange (CSE) under the symbol PRT. Our common stock
        became eligible for trading on the CSE on March 7, 2016. From May 2, 2012
        through March 9, 2016, our common stock traded on the TSX Venture
        Exchange. The first trade of our common stock occurred on September 10,
        2014. The transfer of our common shares is managed by our transfer agent,
        Computershare Trust Company of Canada. Our shares are issued in registered
        form.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (a) | Set forth below are the annual high and low market prices
        for our stock for each of our five most recent full financial years
        (ending November 30).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

2014
      2015
      2016
      2017
      2018High
      0.40
      0.15
      0.06
      0.50
      0.50Low
      0.06
      0.05
      0.03
      0.02
      0.40


| |     | These numbers represent the annual high and low market
        prices for our stock as quoted on the TSXV and CSE, as
        applicable.                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                           
| | (b) | Set forth below are the high and low market prices for
        each full financial quarter for the two most recent full financial years
        and any subsequent period.

Year 2019

Quarter
      February
      Through April 30, 
        2018High
      0.74
      0.67Low
      0.52
      0.452


---

Year 2018

Quarter
      February
      May
      August
      NovemberHigh
      n/a
      n/a
      n/a
      0.69Low
      n/a
      n/a
      n/a
      0.55


Year 2017

Quarter
      February
      May
      August
      NovemberHigh
      0.03
      0 05
      0.10
      0.50Low
      0.02
      0.02
      0.05
      0.09


Year 2016

Quarter
      February
      May
      August
      NovemberHigh
      0.06
      0.06
      0.06
      0.03Low
      0.06
      0.03
      0.03
      0.03


Year 2015

Quarter
      February
      May
      August
      NovemberHigh
      0.15
      0.08
      0.06
      0.06Low
      0.10
      0.06
      0.05
      0.06


| | (c) | Set forth below are the high and low market prices for
        each of the six most recent completed months of the year
        2018:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

Month
      April
      May
      June
      July
      August
      SeptemberHigh
      0.06
      0.06
      0.07
      0.10
      0.10
      0.12Low
      0.05
      0.06
      0.06
      0.07
      0.09
      0.09


B.Plan of
  Distribution

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

C.Markets

Our Common Shares are publically traded on the Canadian
  Securities Exchange under the symbol "PRT" Our common stock is not now listed or
  quoted on any other securities exchange or electronic quotation service in the
  United States or abroad. There is currently no market for our common stock in
  the United States. Following the effective date of this registration statement
  our management intends to seek the quotation of our common stock on the OTCQB
  inter-dealer quotation service operated by OTC Markets Group. To achieve the
  quotation of our common stock on the OTCQB a market maker must file a Form
  15c211 on our behalf with FINRA, and we must successfully complete an
  application and a management certification procedure with OTC Markets Group. We
  have engaged in preliminary discussions with a FINRA Market Maker to file our
  application on Form 15c211with FINRA on our behalf but, as of the date of this
  registration statement, no filing has been made. There is no guarantee that any
such filing will be made or, if made, approved by FINRA.

---

D.Selling
  Shareholders

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

E.Dilution

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

F.Expenses of
  the Issue

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

ITEM 10.       
  ADDITIONAL INFORMATION

A.Share
  Capital

Our authorized share capital consists of an unlimited number of
  Common Shares, without par value. As of November 30, 2018 and April 30, 2019, we
  had 31,761,300 and 31,761,800 Common Shares issued and outstanding,
  respectively.

Common Shares

The holders of the common shares are entitled to one vote for
  each common share held on all matters to be voted on by such holders. The
  holders of common shares are entitled to receive, pro rata, the remaining
  property of our company on a liquidation, dissolution or winding-up of our
  company after the holders of Preferred Shares have been paid. There are no
  pre-emptive rights or redemption rights attached to the Common Shares.

Convertible Securities

The following common shares and convertible securities were
  outstanding as at November 30, 2018:

Options/
      CommonExpiry
      Exercise
      Warrants
      Shares uponDate
      Price
      Outstanding
      ExerciseCommon shares issued and
        outstanding:
      
      
      
      31,761,300Stock options granted November 12,
        2014
      November 11, 2019
      $0.30
      125,000
      125,000Warrants granted August
        11, 2014
      August 11, 2019
      $0.10
      595,000
      595,000Warrants granted April 25, 2018
      April 25, 2019
      $0.60
      2,237,500
      2,237,500Warrants granted April 25,
        2018
      April 25, 2019
      $0.40
      266,850
      266,850Warrants granted May 18, 2018
      May 18, 2019
      $0.60
      1,017,775
      1,017,775Warrants granted May 18,
        2018
      May 18, 2019
      $0.40
      45,150
      45,150


---

Warrants

Share purchase warrant transactions and the number of share
  purchase warrants outstanding as at November 30, 2018 and 2017 are summarized as
  follows:

WeightedNumber of
      
      
      Average ExerciseWarrants
      
      
      PriceBalance, November 30, 2017 and 2016
      
      2,640,000
      
      $
      0.10Warrants granted
      
      3,567,275
      
      $
      0.58Warrants exercised
      
      (2,045,000
      )
      $
      0.10Balance,
        November 30, 2018
      
      4,162,275
      
      $
      0.51


|Expiry Date     |  | Exercise Price |  |  | Number of Warrants outstanding and exercisable |  |  | Weighted average remaining contractual life(year) |  |  | Weighted average exercise price | 
|--------------- |  | -------------- |  |  | ---------------------------------------------- |  |  | ------------------------------------------------- |  |  | ------------------------------- | 
|                |  | $              |  |  |                                                |  |  |                                                   |  |  | $                               | 
|August 11, 2019 |  | 0.10           |  |  | 595,000                                        |  |  | 0.10                                              |  |  | 0.10                            | 
|April 25, 2019  |  | 0.60           |  |  | 2,237,500                                      |  |  | 0.22                                              |  |  | 0.60                            | 
|April 25, 2019  |  | 0.40           |  |  | 266,850                                        |  |  | 0.03                                              |  |  | 0.40                            | 
|May 18, 2019    |  | 0.60           |  |  | 1,017,775                                      |  |  | 0.11                                              |  |  | 0.60                            | 
|May 18, 2019    |  | 0.40           |  |  | 45,150                                         |  |  | 0.01                                              |  |  | 0.40                            | 
|                |  |                |  |  | 4,162,275                                      |  |  | 0.47                                              |  |  | 0.51                            | 

Stock Options

On November 12, 2014 the Company adopted an incentive stock
  option plan (the Option Plan) which provides that the Board of Directors of
  the Company may from time to time, in its discretion, and in accordance with the
  Exchange requirements, grant to directors, officers, employees, and consultants
  to the Company, nontransferable options to purchase common shares, provided that
  the number of common shares reserved for issuance will not exceed 10% of the
  issued and outstanding common shares in the capital of the Company at the time
  of granting of options.

Stock option transactions and the number of stock options
  outstanding as at November 30, 2018 and 2017 are summarized as follows:

|                           |  | Number of |   |   | Weighted Average | 
|-------------------------- |  | --------- | - | - | ---------------- | 
|                           |  | Options   |   |   | Exercise Price   | 
|Balance, November 30, 2016 |  | 875,000   |   | $ | 0.16             | 
|Exercised                  |  | (125,000  | ) | $ | 0.15             | 
|Balance, November 30, 2017 |  | 750,000   |   | $ | 0.17             | 
|Exercised                  |  | (625,000  | ) | $ | 0.14             | 
|Balance, November 30, 2018 |  | 125,000   |   | $ | 0.30             | 

---

|                  |  |          |  |  | Options         |  |  | Weighted average       |  |  |                            | 
|----------------- |  | -------- |  |  | --------------- |  |  | ---------------------- |  |  | -------------------------- | 
|                  |  | Exercise |  |  | outstanding and |  |  | remaining              |  |  | **Weighted
      average** | 
|Expiry Date       |  | Price    |  |  | exercisable     |  |  | contractual life(year) |  |  | exercise price             | 
|                  |  | $        |  |  |                 |  |  |                        |  |  | $                          | 
|November 11, 2019 |  | 0.30     |  |  | 125,000         |  |  | 0.95                   |  |  | 0.30                       | 
|                  |  |          |  |  | 125,000         |  |  | 0.95                   |  |  | 0.30                       | 

Issuance of Common Shares

We have financed our operations through, among other things,
  funds raised in private placements of common shares and proceeds from shares
  issued upon exercise of stock options and share purchase warrants.

Since the date of incorporation of the company 21,077,500common
  shares have been issued, and 2,000,000 Common Shares have been repurchased for
  cancellation, as follows:

Date
      Number of Shares
      Issue Price Per Share
      Aggregate Issue Price
      Consideration Received/PaidOctober 17, 2011
      1
      $0.05
      $0.05
      CashNovember 10, 2011
      9,999,999
      $0.05
      $499,999.95
      CashFebruary 29, 2012(1)
      (2,000,000)
      ($0.05)
      ($100,000.00)
      (Cash)May 1, 2012
      2,000,000
      $0.10
      $200,000.00
      CashMay 4, 2012
      94,000
      $0.10
      $9,400.00
      CashAugust 11, 2014
      2,400,000
      $0.05
      $120,000.00
      CashAugust 11, 2014
      240,000
      $0.05
      $12,000.00
      Finder's FeeAugust 11, 2014
      200,000
      $0.05
      $10,000.00
      Property PaymentFebruary 15, 2017
      300,000
      $0.02
      $6,000
      Property PaymentNovember 30, 2017
      5,500,000
      $0.10
      $550,000
      CashNovember 30, 2017
      490,500
      $0.10
      $49,050
      Finders FeeNovember 28, 2017
      125,000
      $0.15
      $18,750
      CashDecember 12, 2017
      55,000
      $0.10
      $5,500
      CashDecember 19, 2017
      100,000
      $0.10
      $10,000
      CashDecember 22, 2017
      476,000
      $0.10
      $47,600
      CashJanuary 9, 2018
      476,000
      $0.10
      $10,000
      CashJanuary 19, 2018
      100,000
      $0.10
      $10,000
      CashJanuary 22, 2018
      500,000
      $0.10
      $50,000
      Cash


---

February 2, 2018
      21,000
      $0.10
      $2,100
      CashApril 25,2018
      4,475,000
      $0.40
      $1,790,000
      CashMay 18, 2018
      2,035,550
      $0.40
      $814,220
      CashMay 29, 2018
      125,000
      $0.30
      $37,500
      CashAugust 23, 2018
      500,000
      $0.10
      $50,000
      CashOctober 30, 2018
      3,000,000
      $0.41
      $1,230,000
      Acquisition of 
        Plymouth
        Rock USANovember 1, 2018
      231,250
      $0.69
      $159,562.50
      Finders Fee


Notes:

| | (1) | On February 29, 2012 a total of 2,000,000 common
        shares were surrendered to the company for cancellation and returned to
        the companys treasury for consideration of $0.05 per
        share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Resolutions/Authorizations/Approvals

Not Applicable.

B.Memorandum and
  Articles of Association

Incorporation

We are incorporated under the British Columbia Business
  Corporations Act (BCBCA). Our British Columbia incorporation number is
  BC0922905.

Objects and Purposes of Our Company

Our articles do not contain a description of our objects and
  purposes.

Voting on Proposals. Arrangements, Contracts or
  Compensation by Directors

Other than as disclosed below, our articles do not restrict
  directors' power to (a) vote on a proposal, arrangement or contract in which the
  directors are materially interested or (b) to vote compensation to themselves or
  any other members of their body in the absence of an independent quorum.

The BCBCA does, however, contain restrictions in this regard.
  The BCBCA provides that a director who holds a disclosable interest in a
  contract or transaction into which we have entered or proposes to enter is not
  entitled to vote on any directors' resolution to approve that contract or
  transaction, unless all the directors have a disclosable interest in that
  contract or transaction, in which case any or all of those directors may vote on
  such resolution. A director who holds a disclosable interest in a contract or
  transaction into which we have entered or proposes to enter and who is present
  at the meeting of directors at which the contract or transaction is considered
  for approval may be counted in the quorum at the meeting whether or not the
  director votes on any or all of the resolutions considered at the meeting. A
  director or senior officer generally holds a disclosable interest in a contract
  or transaction if (a) the contract or transaction is material to our company;
  (b) we have entered, or proposed to enter, into the contract or transaction, and
  (c) either (i) the director or senior officer has a material interest in the
  contract or transaction or (ii) the director or senior officer is a director or
  senior officer of, or has a material interest in, a person who has a material
  interest in the contract or transaction. A director or senior officer does not
  hold a disclosable interest in a contract or transaction merely because the
  contract or transaction relates to the remuneration of the director or senior
  officer in that person's capacity as director, officer, employee or agent of our
  company or of an affiliate of our company.

---

Borrowing Powers of Directors

Our articles provide that we, if authorized by our directors,
  may:

- borrow money in the manner and amount, on the security, from the sources
      and on the terms and conditions that they consider appropriate;
- issue bonds, debentures and other debt obligations either outright or as
      security for any liability or obligation of our company or any other person
      and at such discounts or premiums and on such other terms as they consider
      appropriate;
- guarantee the repayment of money by any other person or the performance of
      any obligation of any other person; and
- mortgage, charge, whether by way of specific or floating charge, grant a
      security interest in, or give other security on, the whole or any part of the
      present and future assets and undertaking of our company.

Qualifications of Directors

Under our articles, a director is not required to hold a share
  in the capital of the Company as qualification for his or her office but must be
  qualified as required by the BCBCA to become, act or continue to act as a
  director.

Share Rights

See "Share Capital" above for a summary of our authorized
  capital and the special rights and restrictions attached to our Common Shares
  and Preferred Shares.

Procedures to Change the Rights of
  Shareholders

Our articles state that the Company may by resolution of its
  directors: (a) create one or more classes or series of shares or, if none of the
  shares of a class or series of shares are allotted or issued, eliminate that
  class or series of shares; (b) increase, reduce or eliminate the maximum number
  of shares that the Company is authorized to issue out of any class or series of
  shares or establish a maximum number of shares that the Company is authorized to
  issue out of any class or series of shares for which no maximum is established;
  (c) if the Company is authorized to issue shares of a class of shares with par
  value: (i) decrease the par value of those shares, (ii) if none of the shares of
  that class of shares are allotted or issued, increase the par value of those
  shares, (iii) subdivide all or any of its unissued or fully paid issued shares
  with par value into shares of smaller par value, or (iv) consolidate all or any
  of its unissued or fully paid issued shares with par value into shares of larger
  par value; (d) subdivide all or any of its unissued or fully paid issued shares
  without par value; (e) change all or any of its unissued or fully paid issued
  shares with par value into shares without par value or all or any of its
  unissued shares without par value into shares with par value; (f) alter the
  identifying name of any of its shares; (g) consolidate all or any of its
  unissued or fully paid issued shares without par value; or (h) otherwise alter
  its shares or authorized share structure when required or permitted to do so by
  the BCBCA.

Meetings

Each director holds office until our next annual general
  meeting or until his office is earlier vacated in accordance with our articles
  or with the provisions of the BCBCA. A director appointed or elected to fill a
  vacancy on our board also holds office until our next annual general
  meeting.

Our articles and the BCBCA provide that our annual meetings of
  shareholders must be held at such time in each calendar year and not more than
  15 months after the last annual general meeting and at such place as our Board
  may from time to time determine. Our directors may, at any time, call a meeting
  of our shareholders.

The holders of not less than five percent of our issued shares
  that carry the right to vote at a meeting may requisition our directors to call
  a meeting of shareholders for the purposes stated in the requisition.

Under our articles, the quorum for the transaction of business
  at a meeting of our shareholders is one or more persons, present in person or by
  proxy.

Our articles state that in addition to those persons who are
  entitled to vote at a meeting of our shareholders, the only other persons
  entitled to be present at the meeting are the directors, the president (if any),
  the secretary (if any), any lawyer or auditor for our company, any persons invited to be present at the
  meeting by our directors or by the chair of the meeting and any person entitled
  or required under the BCBCA or our articles to be present at the meeting.

---

Limitations on Ownership of Securities

Neither Canadian law nor our Articles limit the right of a
  non-resident to hold or vote common shares of the company, other than as
  provided in the Investment Canada Act (the Investment Act), as amended by the
  World Trade Organization Agreement Implementation Act (the WTOA Act). The
  Investment Act generally prohibits implementation of a direct reviewable
  investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture that is not a Canadian, as defined in the
  Investment Act (a non-Canadian), unless, after review, the minister
  responsible for the Investment Act is satisfied that the investment is likely to
  be of net benefit to Canada. An investment in the common shares of the company
  by a non-Canadian (other than a WTO Investor, as defined below) would be
  reviewable under the Investment Act if it were an investment to acquire direct
  control of the company, and the value of the assets of the company were C$5.0
  million or more (provided that immediately prior to the implementation of the
  investment the Company was not controlled by WTO Investors). An investment in
  common shares of the Company by a WTO Investor (or by a non-Canadian other than
  a WTO Investor if, immediately prior to the implementation of the investment the
  Company was controlled by WTO Investors) would be reviewable under the
  Investment Act if it were an investment to acquire direct control of the company
  and the value of the assets of the Company equaled or exceeded an amount
  determined by the Minister of Finance (Canada) (the Minister) on an annual
  basis. The Minister has determined that the threshold for review for WTO
  Investors or vendors (other than Canadians) to be C$344 million for the year
  2013. A non-Canadian, whether a WTO Investor or otherwise, would be deemed to
  acquire control of the company for purposes of the Investment Act if he or she
  acquired a majority of the common shares of the company. The acquisition of less
  than a majority, but at least one-third of the shares, would be presumed to be
  an acquisition of control of the company, unless it could be established that
  the company is not controlled in fact by the acquirer through the ownership of
  the shares. In general, an individual is a WTO Investor if he or she is a
  national of a country (other than Canada) that is a member of the World Trade
  Organization (WTO Member) or has a right of permanent residence in a WTO
  Member. A corporation or other entity will be a WTO Investor if it is a WTO
  Investor-controlled entity, pursuant to detailed rules set out in the
  Investment Act. The U.S. is a WTO Member. Certain transactions involving our
  common shares would be exempt from the Investment Act, including:

- an acquisition of the shares if the acquisition were made in the ordinary
      course of that persons business as a trader or dealer in securities;
- an acquisition of control of the Company in connection with the realization
      of a security interest granted for a loan or other financial assistance and
      not for any purpose related to the provisions of the Investment Act; and
- an acquisition of control of the Company by reason of an amalgamation,
      merger, consolidation or corporate reorganization, following which the
      ultimate direct or indirect control in fact of the Company, through the
      ownership of voting interests, remains unchanged.

Change in Control

There are no provisions in our articles or in the BCBCA that
  would have the effect of delaying, deferring or preventing a change in control
  of our company, and that would operate only with respect to a merger,
  acquisition or corporate restructuring involving our company or our
  subsidiaries.

Ownership Threshold

Our articles or the BCBCA do not contain any provisions
  governing the ownership threshold above which shareholder ownership must be
  disclosed. Securities legislation in Canada, however, requires that we disclose
  in our information circular for our annual general meeting, holders who
  beneficially own more than 10% of our issued and outstanding shares. Most state
  corporation statutes do not contain provisions governing the threshold above
  which shareholder ownership must be disclosed. Upon the effectiveness of this
  registration statement on Form 20-F, we expect that the United States federal
  securities laws will require us to disclose, in our annual report on Form 20-F,
  holders who own 5% or more of our issued and outstanding shares.

---

C.Material
  Contracts

There are no other contracts, other than those disclosed below
  and those entered into in the ordinary course of business, that are material to
  the Company and which were entered into in the most recently completed fiscal
  year or which were entered into before the most recently completed fiscal year
  but are still in effect as of the date of this registration statement.

- Share Purchase Agreement dated October 31, 2018 with Plymouth Rock USA and
      the Selling Shareholders of Plymouth Rock USA
- Assignment Agreement dated Manchester Metropolitan University dated March
      12, 2019.
- Memorandum of understanding with Abicom International Ltd. dated February
      19, 2019

D.Exchange
  Controls

There are no government laws, decrees or regulations in Canada
  which restrict the export or import of capital or which affect the remittance of
  dividends, interest or other payments to non-resident holders of our common
  shares. Any remittances of dividends to United States residents and to other
  non-residents are, however, subject to withholding tax. See Taxation
  below.

E.Taxation

Certain Canadian Federal Income
  Taxation

We consider that the following general summary fairly describes
  the principal Canadian federal income tax consequences applicable to a holder of
  our common shares who is a resident of the United States, who is not, will not
  be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act(Canada) and any applicable tax treaty and who does not
  use or hold, and is not deemed to use or hold, his, her or its common shares in
  the capital of our company in connection with carrying on a business in Canada
  (a non-resident holder).

This summary is based upon the current provisions of the Income Tax Act(Canada), the regulations thereunder (the Regulations),
  the current publicly announced administrative and assessing policies of the
  Canada Revenue Agency and the Canada-United States Tax Convention as amended by
  the Protocols thereto (the Treaty). This summary also takes into account the
  amendments to the Income Tax Act(Canada) and the Regulations publicly
  announced by the Minister of Finance (Canada) prior to the date hereof (the Tax
  Proposals) and assumes that all such Tax Proposals will be enacted in their
  present form. However, no assurances can be given that the Tax Proposals will be
  enacted in the form proposed, or at all. This summary is not exhaustive of all
  possible Canadian federal income tax consequences applicable to a holder of our
  common shares and, except for the foregoing, this summary does not take into
  account or anticipate any changes in law, whether by legislative, administrative
  or judicial decision or action, nor does it take into account provincial,
  territorial or foreign income tax legislation or considerations, which may
  differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended
  to be, and should not be construed to be, legal, business or tax advice to any
  particular holder or prospective holder of our common shares, and no opinion or
  representation with respect to the tax consequences to any holder or prospective
  holder of our common shares is made. Accordingly, holders and prospective
  holders of our common shares should consult their own tax advisors with respect
  to the income tax consequences of purchasing, owning and disposing of our common
  shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder
  will be subject under the Income Tax Act(Canada) to withholding tax at a
  rate of 25% subject to a reduction under the provisions of an applicable tax
  treaty, which tax is deducted at source by our company. The Treaty provides that
  the Income Tax Act(Canada) standard 25% withholding tax rate is reduced
  to 15% on dividends paid on shares of a corporation resident in Canada (such as
  our company) to residents of the United States, and also provides for a further
  reduction of this rate to 5% where the beneficial owner of the dividends is a
  corporation resident in the United States that owns at least 10% of the voting
  shares of the corporation paying the dividend.

---

Capital Gains

A non-resident holder is not subject to tax under the Income
  Tax Act(Canada) in respect of a capital gain realized upon the disposition
  of a common share of our company unless such share represents taxable Canadian
  property, as defined in the Income Tax Act(Canada), to the holder thereof. Our
  common shares generally will be considered taxable Canadian property to a
  non-resident holder if:

- the non-resident holder;
- persons with whom the non-resident holder did not deal at arms length; or
- the non-resident holder and persons with whom such non-resident holder did
      not deal at arms length,

owned, or had an interest in an option in respect of, not less
  than 25% of the issued shares of any class of our capital stock at any time
  during the 60 month period immediately preceding the disposition of such shares.
  In the case of a non-resident holder to whom shares of our company represent
  taxable Canadian property and who is resident in the United States, no Canadian
  taxes will generally be payable on a capital gain realized on such shares by
  reason of the Treaty unless the value of such shares is derived principally from
  real property situated in Canada.

United States Federal Income
  Taxation

The following is a general discussion of certain material
  United States federal foreign income tax matters under current law, generally
  applicable to a U.S. Holder (as defined below) of our common shares who holds
  such shares as capital assets. This discussion does not address all aspects of
  United States federal income tax matters and does not address consequences
  peculiar to persons subject to special provisions of federal income tax law,
  such as those described below as excluded from the definition of a U.S. Holder.
  In addition, this discussion does not cover any state, local or foreign tax
  consequences. See Certain Canadian Federal Income Tax Consequences above.

The following discussion is based upon the Internal Revenue
  Code of 1986, as amended (the Code), Treasury Regulations, published Internal
  Revenue Service (IRS) rulings, published administrative positions of the IRS
  and court decisions that are currently applicable, any or all of which could be
  materially and adversely changed, possibly on a retroactive basis, at any time.
  In addition, this discussion does not consider the potential effects, both
  adverse and beneficial, of any recently proposed legislation which, if enacted,
  could be applied, possibly on a retroactive basis, at any time. No assurance can
  be given that the IRS will agree with such statements and conclusions, or will
  not take, or a court will not adopt, a position contrary to any position taken
  herein.

Holders and prospective holders of common shares should
  consult their own tax advisors with respect to federal, state, local, and
  foreign tax consequences of purchasing, owning and disposing of our common
  shares.

U.S. Holders

As used herein, a U.S. Holder includes a holder of less than
  10% of our common shares who is a citizen or resident of the United States, a
  corporation created or organized in or under the laws of the United States or of
  any political subdivision thereof, any entity which is taxable as a corporation
  for U.S. tax purposes and any other person or entity whose ownership of our
  common shares is effectively connected with the conduct of a trade or business
  in the United States. A U.S. Holder does not include persons subject to special
  provisions of federal income tax law, such as tax-exempt organizations,
  qualified retirement plans, financial institutions, insurance companies, real
  estate investment trusts, regulated investment companies, broker-dealers,
  non-resident alien individuals or foreign corporations whose ownership of our
  common shares is not effectively connected with the conduct of a trade or
  business in the United States and shareholders who acquired their shares through
  the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will
  generally be taxable as dividend income to the U.S. Holder for U.S. federal
  income tax purposes to the extent paid out of our current or accumulated
  earnings and profits, as determined under U.S. federal income tax principles.
  Distributions which are taxable dividends and which meet certain requirements
  will be unqualified dividend income and taxed to U.S. Holders at a maximum
  U.S. federal rate of 15%. Distributions in excess of our current and accumulated
  earnings and profits will be treated first as a tax-free return of capital to
  the extent of the U.S. Holders tax basis in the common shares and, to the
  extent in excess of such tax basis, will be treated as a gain from a sale or
  exchange of such shares.

---

Capital Gains

In general, upon a sale, exchange or other disposition of
  common shares, a U.S. Holder will generally recognize a capital gain or loss for
  U.S. federal income tax purposes in an amount equal to the difference between
  the amount realized on the sale or other distribution and the U.S. Holders
  adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or
  loss and will be treated as a long-term capital gain or loss if the U.S.
  Holders holding period of the shares exceeds one year. If the U.S. Holder is an
  individual, any capital gain will generally be subject to U.S. federal income
  tax at preferential rates if specified minimum holding periods are met. The
  deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions)
  Canadian income tax with respect to the ownership of our common shares may be
  entitled, at the option of the U.S. Holder, to either a deduction or a tax
  credit for such foreign tax paid or withheld. Generally, it will be more
  advantageous to claim a credit because a credit reduces United States federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
  taxpayers income subject to tax. This election is made on a year-by-year basis
  and generally applies to all foreign income taxes paid by (or withheld from) the
  U.S. Holder during that year. There are significant and complex limitations
  which apply to the tax credit, among which are an ownership period requirement
  and the general limitation that the credit cannot exceed the proportionate share
  of the U.S. Holders United States income tax liability that the U.S. Holders
  foreign source income bears to his or its worldwide taxable income. In
  determining the application of this limitation, the various items of income and
  deduction must be classified into foreign and domestic sources. Complex rules
  govern this classification process. There are further limitations on the foreign
  tax credit for certain types of income such as passive income, high
  withholding tax interest, financial services income, shipping income, and
  certain other classifications of income. The availability of the foreign tax
  credit and the application of these complex limitations on the tax credit
  are fact specific and holders and prospective holders of our common shares
  should consult their own tax advisors regarding their individual
  circumstances.

Passive Foreign Investment Company Status

We would be a passive foreign investment company (a PFIC) if
  (taking into account certain look-through rules with respect to the income and
  assets of our corporate subsidiaries in which we own 25 percent (by value) of
  the stock) either (i) 75 percent or more of our gross income for the taxable
  year was passive income or (ii) the average percentage (by value) of our total
  assets that are passive assets during the taxable year was at least 50
  percent.

If we were a PFIC, each U.S. Holder would (unless it made one
  of the elections discussed below on a timely basis) be taxable on gain
  recognized from the disposition of our common shares (including gain deemed
  recognized if the common shares are used as security for a loan) and upon
  receipt of certain excess distributions (generally, distributions that exceed
  125% of the average amount of distributions in respect to such common shares
  received during the preceding three taxable years or, if shorter, during the
  U.S. Holders holding period prior to the distribution year) with respect to our
  common shares as if such income had been recognized ratably over the U.S.
  Holders holding period for the common shares. The U.S. Holders income for the
  current taxable year would include (as ordinary income) amounts allocated to the
  current taxable year and to any taxable year period prior to the first day of
  the first taxable year for which we were a PFIC. Tax would also be computed at
  the highest ordinary income tax rate in effect for each other taxable year
  period to which income is allocated, and an interest charge on the tax as so
  computed would also apply. Additionally, if we were a PFIC, U.S. Holders who
  acquire our common shares from decedents (other than non-resident aliens) would
  be denied the normally available step-up in basis for such shares to fair market
  value at the date of death and, instead, would have a tax basis in such shares
  equal to the decedents basis, if lower.

As an alternative to the tax treatment described above, a U.S.
  Holder could elect to treat U.S. as a qualified electing fund (a QEF), in
  which case the U.S. Holder would be taxed currently, for each taxable year that
  we are a PFIC, on its pro rata share of our ordinary earnings and net capital
  gain (subject to a separate election to defer payment of taxes, which deferral
  is subject to an interest charge). Special rules apply if a U.S. Holder makes a
  QEF election after the first taxable year in its holding period in which we are
  a PFIC. In the event that we conclude that we will be classified as a PFIC, we
  will make a determination at such time as to whether we will be able to provide
  U.S. Holders with the information that is necessary to make a QEF election.
  Amounts includable in income as a result of a QEF election will be determined
  without regard to our prior year losses or the amount of cash distributions, if
  any, received from us. A U.S. Holders basis in its common shares will increase
  by any amount included in income and decrease by any amounts not included in
  income when distributed because such amounts were previously taxed under the QEF
  rules. So long as a U.S. Holders QEF election is in effect with respect to the
  entire holding period for its common shares, any gain or loss realized by such
  holder on the disposition of its common shares held as a capital asset
  ordinarily will be capital gain or loss. Such capital gain or loss ordinarily
  would be long-term if such U.S. Holder had held such common shares for more than
  one year at the time of the disposition. For non-corporate U.S. Holders,
  long-term capital gain is generally subject to a maximum U.S. federal income tax
  rate of 15% for taxable years beginning on or before November 30, 2012. The QEF
  election is made on a shareholder-by-shareholder basis, applies to all common
  shares held or subsequently acquired by an electing U.S. Holder and can be
  revoked only with the consent of the IRS.

---

As an alternative to making the QEF election, a U.S. Holder of
  PFIC stock which is publicly traded may in certain circumstances avoid certain
  of the tax consequences generally applicable to holders of a PFIC by electing to
  mark the stock to market and recognizing as ordinary income or loss, each
  taxable year that we are a PFIC, an amount equal to the difference as of the
  close of the taxable year between the fair market value of the PFIC stock and
  the U.S. Holders adjusted tax basis in the PFIC stock. Special rules apply if a
  U.S. Holder makes a mark-to-market election after the first taxable year in its
  holding period in which we are a PFIC. Losses would be allowed only to the
  extent of net mark-to-market gain previously included by the U.S. Holder under
  the election for prior taxable years. This election is available for so long as
  the Companys common shares constitute marketable stock, which includes stock
  of a PFIC that is regularly traded on a qualified exchange or other market.
  Generally, a qualified exchange or other market includes a national market
  system established pursuant to Section 11A of the Securities Exchange Act of
  1934, or a foreign securities exchange that is regulated or supervised by a
  governmental authority of the country in which the market is located and that
  has certain characteristics. A class of stock that is traded on one or more
  qualified exchanges or other markets is regularly traded on an exchange or
  market for any calendar year during which that class of stock is traded, other
  than in de minimis quantities, on at least 15 days during each calendar quarter,
  subject to special rules relating to an initial public offering. It is not
  entirely clear whether either the OTCQB or TSXV are qualified exchanges or other
  markets, or whether there will be sufficient trading volume with respect to the
  Companys common shares, and accordingly, whether the common shares will be
  marketable stock for these purposes. Furthermore, there can be no assurances
  that the Companys common shares will continue to trade on any of the exchanges
  listed above.

We believe we were not a PFIC for the year ending November 30,
  2013 and do not expect to be classified as a PFIC for the year ending November
  30, 2014. However, PFIC status is determined as of the end of each taxable year
  and is dependent on a number of factors, including the value of our passive
  assets, the amount and type of our gross income, and our market capitalization.
  Therefore, there can be no assurance that we will not become a PFIC for the
  current taxable year ending November 30, 2014 or in a future taxable year. We
  will notify U.S. Holders in the event we conclude that we will be treated as a
  PFIC for any taxable year.

F.Dividends and
  Paying Agents

There is no dividend restriction; however, we have not declared
  any dividends since our inception and do not anticipate that we will do so in
  the foreseeable future. We currently intend to retain future earnings, if any,
  to finance the development of our business. Any future payment of dividends or
  distributions will be determined by our Board on the basis of our earnings,
  financial requirements and other relevant factors. There is no special procedure
  for nonresident holders to claim dividends. Any remittances of dividends to
  United States residents and to other nonresidents are, however, subject to
  withholding tax. See Taxation above.

G.Statements
  by Experts

The financial statements of our company for the years ended
  November 30, 2015 and 2014 included in this annual report have been audited by
  MNP LLP, Chartered Professional Accountants, with a business address at Suite
  2300  1055 Dunsmuir Street, Vancouver, British Columbia, Canada V7X 1J1, as
  stated in their reports appearing in this registration statement and have been
  so included in reliance upon the reports of such firm given their authority as
  experts in accounting and auditing.

H.Documents on
  Display

Upon the effectiveness of this registration statement, we will
  be subject to the informational requirements of the Securities Exchange Act
  of 1934(United States), and we will thereafter file reports and other
  information with the Securities andExchange Commission. You may read and
  copy any of our reports and other information at, and obtain copies upon
  paymentof prescribed fees from, the Public Reference Room maintained by
  the SEC at 100 F Street, N.E., Room 1024,Washington, DC, 20549. In
  addition, the Securities and Exchange Commission maintains a web site that
  contains reports andother information regarding registrants that file
  electronically with the Securities and Exchange Commission athttp://www.sec.gov. The public may obtain information on the operation of
  the Public Reference Room by calling the SEC at1-800-SEC-0330.

The documents concerning our company referred to in this
  registration statement may be viewed at the offices of Salley Bowes Harwardt
  LLP, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada
  V6E 4E6, during normal business hours.

I.Subsidiary
  Information

Our company does not have any subsidiaries.

---

ITEM 11.       QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments are agreements between two parties that
  result in promises to pay or receive cash or equity instruments. The Company
  classifies its financial instruments as follows: cash and short-term investments
  are classified as a financial asset at FVTPL, other receivables are classified
  as loans and receivables, and accounts payable is classified as other financial
  liabilities, which are measured at amortized cost. The carrying value of these
  instruments approximates their fair values due to their short term to
  maturity.

The Company has exposure to the following risks from its use of
  financial instruments:

- Credit risk;
- Liquidity risk; and
- Interest rate risk.

Credit Risk

Credit risk is the risk of financial loss to our company if a
  customer or counterparty to a financial instrument fails to meet its contractual
  obligations. Our company reduces its credit risk on cash by placing these
  instruments with institutions of high credit worthiness.

Liquidity Risk

Liquidity risk is the risk that our company is not able to meet
  its financial obligations as they become due. There can be no assurance that our
  company will be able to obtain adequate financing in the future or that the
  terms of such financing will be favourable. Our company may seek additional
  financing through equity offerings and advances from related parties, but there
  can be no assurance that such financing will be available on terms acceptable to
  the Company.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will
  fluctuate as a result of changes in market interest rates. The Company is
  exposed to risks associated with the effects of fluctuations in the prevailing
  levels of market interest rates. The Company has no significant interest rate
  risk. As of November 30, 2017, the Company had cash balance of $96,152 and $Nil
  in GICs (November 30, 2016: $10,276 and $90,000, respectively). The Company had
  no interest-bearing debt.

ITEM 12.       DESCRIPTION OF
  SECURITIES OTHER THAN EQUITY SECURITIES

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

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

We have elected to report under Item 15T.

---

ITEM 15T. **CONTROLS AND PROCEDURES**

Evaluation of Disclosure Controls and Procedures

The phrase disclosure controls and procedures refers to
  controls and procedures designed to ensure that information required to be
  disclosed in our reports filed or submitted under the Securities Exchange Act of
  1934, as amended, or the Exchange Act, such as this Annual Report on Form 20-F,
  is recorded, processed, summarized and reported within the time periods
  specified in the rules and forms of the U.S. Securities and Exchange Commission,
  or SEC. Disclosure controls and procedures are also designed to ensure that such
  information is accumulated and communicated to our management, including our
  chief executive officer, or CEO, and chief financial officer, or CFO, as
  appropriate to allow timely decision regarding required disclosure.

Our management, with the participation of our CEO and CFO, has
  evaluated the effectiveness of our disclosure controls and procedures (as
  defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of
  November 30, 2017, the end of the period covered by this Annual Report on Form
  20-F. Based on such evaluation, our CEO and CFO have concluded that as of
  November 30, 2017, our disclosure controls and procedures were designed at a
  reasonable assurance level and were effective to provide reasonable assurance
  that information we are required to disclose in reports that we file or submit
  under the Exchange Act is recorded, processed, summarized, and reported within
  the time periods specified in the rules and forms of the SEC, and that such
  information is accumulated and communicated to our management, including our CEO
  and CFO, as appropriate, to allow timely decisions regarding required
  disclosure.

Managements Report on Internal Control over Financial
  Reporting

Our management is responsible for establishing and maintaining
  adequate internal control over financial reporting as defined in Rules 13a-15(f)
  and 15d-15(f) under the Exchange Act. Our internal control over financial
  reporting is designed to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of consolidated financial statements
  for external purposes in accordance with generally accepted accounting
  principles.

Our management, with the participation of our CEO and CFO, has
  assessed the effectiveness of the internal control over financial reporting as
  of November 30, 2017. In making this assessment, our management used the
  criteria set forth by the Committee of Sponsoring Organizations of the Treadway
  Commission (COSO) in Internal Control  Integrated Framework (2013
  Framework). Based on this evaluation, our management has concluded that our
  internal control over financial reporting was effective as of November 30,
  2017.

This Annual Report on Form 20-F does not include an attestation
  report of our registered public accounting firm on our internal control over
  financial reporting due to an exemption established by the JOBS Act for
  emerging growth companies.

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial
  reporting identified in managements evaluation pursuant to Rules 13a-15(d) or
  15d-15(d) of the Exchange Act during the year ended November 30, 2017 that
  materially affected, or is reasonable likely to materially affect, our internal
  control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and
  procedures, management recognizes that any controls and procedures, no matter
  how well designed and operated, can provide only reasonable assurance of
  achieving the desired control objectives. In addition, the design of disclosure
  controls and procedures must reflect the fact that there are resource
  constraints and that management is required to apply judgment in evaluating the
  benefits of possible controls and procedures relative to their costs.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

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

---

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

- review the financial reporting process to ensure the accuracy of the
      financial statements of our company;
- assist the Board to properly and fully discharge its responsibilities;
- strengthen the role of the Board by facilitating in depth discussions
      between directors, management and external auditors;
- evaluate the independent auditor's qualifications, performance and
      independence;
- facilitate the independence of the independent auditor;
- assess the processes relating to the determination and mitigation of risks
      and the maintenance of an effective control environment; and
- review the processes to monitor compliance with laws and regulations.

ITEM 16B. **CODE OF ETHICS**

Our company has not adopted a Code of Ethics given its current
  stage of development. As our company grows, we may adopt a Code of Ethics in the
  future.

ITEM 16C. **PRINCIPAL ACCOUNTANTS FEES AND SERVICES**

Audit Fees

Our external auditors, MNP LLP, Chartered Professional Accountants., charged total fees of $40,000 for the year ended November 30, 2018. $32,000 of the $40,000 charged was for audit fees and $8,000 was for audit-related fees or income tax preparation fees. Our external auditors, MNP LLP, Chartered Professional Accountants, charged total fees of $17,120 for the year ended November 30, 2017. All of the $17,120 above was for audit fees and none of the amount was for audit-related fees or income tax preparation fees.

Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

None.

ITEM 16D. **EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES**

Not Applicable.

ITEM 16E. **PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED** PURCHASER

Not Applicable.

---

PART III

ITEM 17.       FINANCIAL
  STATEMENTS

See "Item 18 - Financial Statements".

ITEM 18.       FINANCIAL
  STATEMENTS

Our financial statements are stated in United States dollars
  and are prepared in accordance with IFRS, as issued by the IASB.

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

| | (a) | audited financial statements for the years ended November
        30, 2018 and November 30, 2017, including: independent auditors' report by
        MNP LLP, Chartered Accountant, statements of financial position,
        statements of loss and comprehensive loss, statements of cash flows,
        statements of changes in equity, and notes to financial
        statements;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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PLYMOUTH ROCK TECHNOLOGIES INC.(FORMERLY ALEXANDRA CAPITAL CORP.)



CONSOLIDATED FINANCIAL STATEMENTS





November 30, 2018 and 2017

(Expressed in Canadian Dollars)







---



Auditors report

To the Shareholders and Directors of Plymouth Rock Technologies
  Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial
  statements of Plymouth Rock Technologies Inc. (the Company), which comprise
  the consolidated statements of financial position as at November 30, 2018 and
  2017, and the consolidated statements of loss and comprehensive loss, changes in
  equity and cash flows for the three years ended November 30, 2018, 2017 and
  2016, and the related notes, comprising a summary of significant accounting
  policies and other explanatory information (collectively referred to as the
  consolidated financial statements).

In our opinion, the consolidated financial statements present
  fairly, in all material respects, the consolidated financial position of the
  Company as at November 30, 2018 and 2017, and its consolidated financial
  performance and its consolidated cash flows for the three years ended November
  30, 2018, 2017 and 2016 in accordance with International Financial Reporting
  Standards as issued by the International Accounting Standards Board.

Material Uncertainty Related to Going Concern

Without modifying our opinion, we draw attention to Note 1 to
  the consolidated financial statements, which indicates that the Company incurred
  a consolidated net loss of $986,901 during the year ended November 30, 2018 and,
  the Company had a history of losses and an accumulated deficit of $1,602,085. As
  stated in Note 1 to the consolidated financial statements, these events or
  conditions, along with other matters as set forth in Note 1, indicate that a
  material uncertainty exists that casts substantial doubt on the Companys
  ability to continue as a going concern.

Basis for Opinion

Managements Responsibility for the Consolidated Financial
  Statements

Management is responsible for the preparation and fair
  presentation of these consolidated financial statements in accordance with
  International Financial Reporting Standards as issued by the International
  Accounting Standards Board, and for such internal control as management
  determines is necessary to enable the preparation of consolidated financial
  statements that are free from material misstatement, whether due to error or
  fraud.

Auditors Responsibility

Our responsibility is to express an opinion on these
  consolidated financial statements based on our audits. We conducted our audits
  in accordance with Canadian generally accepted auditing standards and the
  standards of the Public Company Accounting Oversight Board (United States)
  (PCAOB). Those standards require that we plan and perform the audit to obtain
  reasonable assurance about whether the consolidated 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 the Company in accordance with
  the ethical requirements that are relevant to our audit of the consolidated
  financial statements in Canada, the U.S. federal securities laws and the
  applicable rules and regulations of the Securities and Exchange Commission and
  the PCAOB. We are a public accounting firm registered with the PCAOB.

An audit includes performing procedures to assess the risks of
  material misstatements of the consolidated financial statements, whether due to
  error or fraud, and performing procedures to respond to those risks. Such
  procedures include obtaining and examining, on a test basis, audit evidence
  regarding the amounts and disclosures in the consolidated financial statements.
  The procedures selected depend on our judgment, including the assessment of the
  risks of material misstatement of the consolidated 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
  consolidated financial statements in order to design audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of the entitys internal control. The Company is not required to
  have, nor were we engaged to perform, an audit of its internal control over
  financial reporting. Accordingly, we express no such opinion.



---

An audit also includes evaluating the appropriateness of
  accounting policies and principles used and the reasonableness of accounting
  estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements.

We believe that the audit evidence we have obtained in our
  audits is sufficient and appropriate to provide a reasonable basis for our audit
  opinion.



Chartered Professional Accountants



We have served as the Company's auditor since 2011.

Vancouver, Canada

March 29, 2019

---

|PLYMOUTH ROCK
      TECHNOLOGIES INC.        
|---------------------------------------------
|(FORMERLY ALEXANDRA CAPITAL CORP.)           
|Consolidated Statements of Financial Position
|(Expressed in Canadian dollars)              
|                                             

November 30,
      
      
      November 30,As
        at
      
      Note
      
      
      2018
      
      
      2017ASSETSCurrent assetsCash,cash
        equivalents, and restricted cash
      
      
      
      $
      2,743,694
      
      $
      96,152Subscription receivable
      
      
      
      
      -
      
      
      428,000Sales tax
        receivable
      
      
      
      
      10,986
      
      
      6,573Prepaid expenses
      
      8
      
      
      49,891
      
      
      40,375Due from related parties
      
      8
      
      
      7,400
      
      
      18,750Total current assets
      
      
      
      
      2,811,971
      
      
      589,850Non-current assetsExploration and evaluation
        assets
      
      3
      
      
      -
      
      
      171,012Intangible
        assets
      
      4 & 11
      
      
      1,240,781
      
      
      -Goodwill
      
      11
      
      
      253,975
      
      
      -Total assets
      
      
      
      $
      4,306,727
      
      $
      760,862LIABILITIESCurrent liabilitiesAccounts payable
      
      5
      
      $
      112,757
      
      $
      51,171Due to related
        parties
      
      8
      
      
      3,000
      
      
      -Loan payable
      
      9
      
      
      51,184
      
      
      -Total current liabilities
      
      
      
      
      166,941
      
      
      51,171Non-current liabilitiesDeferred tax liability
      
      11
      
      $
      245,813
      
      
      -Total liabilities
      
      
      
      
      412,754
      
      
      51,171SHAREHOLDERS' EQUITYShare capital
      
      5
      
      
      5,311,034
      
      
      1,218,766Contributed surplus
      
      5
      
      
      185,024
      
      
      106,109Deficit
      
      
      
      
      (1,602,085
      )
      
      (615,184
      )Total shareholders' equity
      
      
      
      
      3,893,973
      
      
      709,691Total liabilities and shareholders' equity
      
      
      
      $
      4,306,727
      
      $
      760,862


These consolidated financial statements are authorized for
  issuance by the Board of Directors on March 29, 2019.

Approved on behalf of the Board:

|'Dana
      Wheeler | 'Vivian Katsuris
|--------------------- | ------------------
|Director              | Director          

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

- 4 -

---

|PLYMOUTH ROCK
      TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
|------------------------------------------------------------------------
|Consolidated Statements of Net Loss and Comprehensive Loss              
|(Expressed in Canadian dollars)                                         
|                                                                        

|For the years ended November 30,                                               |  | Note         |  |   | 2018       |   |   | 2017       |   |   | 2016       |  
|------------------------------------------------------------------------------ |  | ------------ |  | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                                               |  |              |  |   |            |   |   |            |   |   |            |  
|OPERATING EXPENSES                                                             |  |              |  |   |            |   |   |            |   |   |            |  
|                                                                               |  |              |  |   |            |   |   |            |   |   |            |  
|Accounting fees                                                                |  | 8            |  | $ | 66,463     |   | $ | 19,920     |   | $ | 21,244     |  
|Business development                                                           |  |              |  |   | 11,326     |   |   | -          |   |   | -          |  
|Consulting fees                                                                |  |              |  |   | 187,015    |   |   | 14,742     |   |   | -          |  
|General office expenses                                                        |  |              |  |   | 46,466     |   |   | 2,979      |   |   | 1,208      |  
|Insurance                                                                      |  |              |  |   | 9,500      |   |   | -          |   |   | -          |  
|Legal fees                                                                     |  |              |  |   | 166,124    |   |   | 43,691     |   |   | 21,584     |  
|Management fees                                                                |  | 8            |  |   | 71,842     |   |   | 13,500     |   |   | 10,500     |  
|Rent                                                                           |  | 12           |  |   | 30,000     |   |   | 2,500      |   |   | -          |  
|Transfer agent
      and filing fees                                           |  |              |  |   | 71,076     |   |   | 19,027     |   |   | 54,451     |  
|Wages, salaries and benefits                                                   |  | 8            |  |   | 21,843     |   |   | -          |   |   | -          |  
|Total expenses                                                                 |  |              |  |   | 681,655    |   |   | 116,359    |   |   | 108,987    |  
|                                                                               |  |              |  |   |            |   |   |            |   |   |            |  
|OTHER INCOME
      (EXPENSES)                                                  |  |              |  |   |            |   |   |            |   |   |            |  
|Loss on disposition of
      exploration and evaluation assets                 |  | 3            |  |   | (156,012   | ) |   | -          |   |   | -          |  
|Acquisition
      costs                                                        |  | 5
      & 11 |  |   | (159,563   | ) |   | -          |   |   | -          |  
|Interest income                                                                |  |              |  |   | 8,630      |   |   | 370        |   |   | 900        |  
|Interest expense                                                               |  | 9            |  |   | (1,184     | ) |   | -          |   |   | -          |  
|Foreign exchange loss                                                          |  |              |  |   | (8,441     | ) |   | -          |   |   | -          |  
|Loss before income taxes                                                       |  |              |  |   | (998,225   | ) |   | (115,989   | ) |   | (108,087   | )
|Deferred tax recovery                                                          |  |              |  |   | 11,324     |   |   | -          |   |   | -          |  
|                                                                               |  |              |  |   |            |   |   |            |   |   |            |  
|NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR                                   |  |              |  | $ | (986,901   | ) | $ | (115,989   | ) | $ | (108,087   | )
|                                                                               |  |              |  |   |            |   |   |            |   |   |            |  
|LOSS PER SHARE, Basic and Diluted                                              |  |              |  | $ | (0.04      | ) | $ | (0.01      | ) | $ | (0.01      | )
|                                                                               |  |              |  |   |            |   |   |            |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, 
      Basic and Diluted |  |              |  |   | 25,309,654 |   |   | 13,171,397 |   |   | 12,934,000 |  

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

- 5 -

---

|PLYMOUTH ROCK
      TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
|------------------------------------------------------------------------
|Consolidated Statements of Cash Flows                                   
|(Expressed in Canadian dollars)                                         
|                                                                        

|For the years ended November 30,                                                                 |   | 2018      |   |   | 2017     |   |   | 2016     |  
|------------------------------------------------------------------------------------------------ | - | --------- | - | - | -------- | - | - | -------- | -
|                                                                                                 |   |           |   |   |          |   |   |          |  
|Cash Provided By (Used In)                                                                       |   |           |   |   |          |   |   |          |  
|Operating Activities                                                                             |   |           |   |   |          |   |   |          |  
|Net loss for the year                                                                            | $ | (986,901  | ) | $ | (115,989 | ) | $ | (108,087 | )
|Items not affecting cash:                                                                        |   |           |   |   |          |   |   |          |  
|Acquisition
      costs                                                                          |   | 159,563   |   |   | -        |   |   | -        |  
|Foreign exchange loss                                                                            |   | 3,743     |   |   | -        |   |   | -        |  
|Loss on
      disposition of exploration and evaluation assets                                   |   | 156,012   |   |   | -        |   |   | -        |  
|Interest expense                                                                                 |   | 1,184     |   |   | -        |   |   | -        |  
|Deferred
      tax recovery                                                                      |   | (11,324   | ) |   | -        |   |   | -        |  
|Changes in non-cash working capital:                                                             |   |           |   |   |          |   |   |          |  
|Sales tax
      receivable                                                                       |   | (4,413    | ) |   | (5,406   | ) |   | (1,167   | )
|Prepaid expenses                                                                                 |   | (6,890    | ) |   | (40,375  | ) |   | 2,600    |  
|Due from related
      parties                                                                   |   | 11,350    |   |   | -        |   |   | -        |  
|Due to related parties                                                                           |   | 3,000     |   |   | -        |   |   | -        |  
|Accounts payable and accrued liabilities                                                         |   | 10,911    |   |   | 35,646   |   |   | (18,362  | )
|Net
      cash used in operating activities                                                      |   | (663,765  | ) |   | (126,124 | ) |   | (125,016 | )
|Investing Activities                                                                             |   |           |   |   |          |   |   |          |  
|Exploration and evaluation
      assets                                                          |   | 15,000    |   |   | -        |   |   | -        |  
|Acquisition of
      business                                                                    |   | 47,467    |   |   | -        |   |   | -        |  
|Short-term investments                                                                           |   | -         |   |   | 90,000   |   |   | 125,106  |  
|Net cash provided by investing activities                                                        |   | 62,467    |   |   | 90,000   |   |   | 125,106  |  
|Financing Activities                                                                             |   |           |   |   |          |   |   |          |  
|                                                                                                 |   |           |   |   |          |   |   |          |  
|Common shares issued for cash,
      options and warrants exercised, net of share issuance costs |   | 2,770,840 |   |   | 122,000  |   |   | -        |  
|Share
      subscription receivable                                                              |   | 428,000   |   |   | -        |   |   | -        |  
|Loan payable                                                                                     |   | 50,000    |   |   | -        |   |   | -        |  
|Net cash provided by financing activities                                                        |   | 3,248,840 |   |   | 122,000  |   |   | -        |  
|                                                                                                 |   |           |   |   |          |   |   |          |  
|Increase in cash                                                                                 |   | 2,647,542 |   |   | 85,876   |   |   | 90       |  
|Cash, beginning of the year                                                                      |   | 96,152    |   |   | 10,276   |   |   | 10,186   |  
|Cash, end of the year                                                                            | $ | 2,743,694 |   | $ | 96,152   |   | $ | 10,276   |  

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

- 6 -

---

|PLYMOUTH ROCK
      TECHNOLOGIES INC. (FORMERLY ALEXANDRA CAPITAL CORP.)
|------------------------------------------------------------------------
|Consolidated Statements of Changes in Equity                            
|(Expressed in Canadian dollars)                                         
|                                                                        

Share
        capitalNumber of
      
      
      
      
      
      Contributedshares
      
      
      Amount
      
      
      Surplus
      
      
      Deficit
      
      
      TotalBalance, November 30, 2015
      
      12,934,000
      
      $
      633,109
      
      $
      117,016
      
      $
      (391,108
      )
      $
      359,017Net
        loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (108,087
      )
      
      (108,087
      )Balance, November 30, 2016
      
      12,934,000
      
      $
      633,109
      
      $
      117,016
      
      $
      (499,195
      )
      $
      250,930Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (115,989
      )
      
      (115,989
      )-Shares issued for private
        placements
      
      5,500,000
      
      
      550,000
      
      
      -
      
      
      -
      
      
      550,000Share issuance costs
      
      490,500
      
      
      -
      
      
      -
      
      
      -
      
      
      -Shares issued for exploration
        and evaluation assets
      
      300,000
      
      
      6,000
      
      
      -
      
      
      -
      
      
      6,000Shares issued for options exercised
      
      125,000
      
      
      29,657
      
      
      (10,907
      )
      
      -
      
      
      18,750-Balance, November 30, 2017
      
      19,349,500
      
      $
      1,218,766
      
      $
      106,109
      
      $
      (615,184
      )
      $
      709,691Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (986,901
      )
      
      (986,901
      )Shares issued for warrants
        exercised
      
      2,045,000
      
      
      204,500
      
      
      -
      
      
      -
      
      
      204,500Private placements
      
      6,510,550
      
      
      2,604,220
      
      
      -
      
      
      -
      
      
      2,604,220Shares issued for acquisition
      
      3,000,000
      
      
      1,240,200
      
      
      -
      
      
      -
      
      
      1,240,200Share issuance costs
      
      -
      
      
      (253,794
      )
      
      128,995
      
      
      -
      
      
      (124,799
      )Finder's fee - acquisition
      
      231,250
      
      
      159,562
      
      
      -
      
      
      -
      
      
      159,562Shares issued for options exercised
      
      625,000
      
      
      87,500
      
      
      -
      
      
      -
      
      
      87,500Fair value of options exercised
      
      -
      
      
      50,080
      
      
      (50,080
      )
      
      -
      
      
      -Balance, November 30, 2018
      
      31,761,300
      
      $
      5,311,034
      
      $
      185,024
      
      $
      (1,602,085
      )
      $
      3,893,973


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

- 7 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
        GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Plymouth Rock Technologies Inc. (the Company) was
        incorporated under the Business Corporations Act of British Columbia on
        October 17, 2011. The head office, principal address and registered and
        records office of the Company are located at 300  2015 Burrard Street,
        Vancouver, B.C., V6J 3H4.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On August 13, 2014, the Company commenced trading on the
        TSX Venture Exchange (the TSXV) as a Tier 2 Mining
        Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On March 7, 2016, the Company announced that it has
        received final approval to list its common shares on the Canadian
        Securities Exchange (the CSE) and has voluntarily delisted its common
        shares from the TSXV. The Companys common shares commenced trading on the
        CSE at market open on March 10, 2016 and were delisted from the TSXV
        effective March 9, 2016.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Business Acquisition (Note 11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On April 10, 2018, the Company entered into a non-binding
        letter of intent (LOI) with Plymouth Rock Technologies Inc. (Plymouth
        Rock USA), a private Delaware corporation that is developing a system
        using Wi-Fi radar techniques for threat detection screening in Wi-Fi
        enabled zones in buildings and places, like airports, shopping malls,
        schools and sports venues.                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On June 21, 2018, the Company entered into a definitive
        agreement with Plymouth Rock USA. Pursuant to the agreement, the Company
        will acquire all of the issued and outstanding common shares of Plymouth
        Rock USA in consideration of the issuance of 3,000,000 common shares of
        the Company. All shares issued as consideration for the Plymouth Rock USA
        shares will be subject to a resale restriction period of four months from
        the closing of the transaction and will bear a restrictive legend to this
        effect.                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On October 30, 2018, the Company received shareholder
        approval regarding its proposed change of business, change of name and
        symbol with the acquisition of Plymouth Rock USA. For the acquisition, the
        Company issued 3,000,000 common shares of the Company to the four
        shareholders of Plymouth Rock USA. The Company also issued 231,250 common
        shares of the Company as a finders fee. The company changed its name from
        Alexandra Capital Corp. to Plymouth Rock Technologies Inc. with new
        trading symbol PRT on November 1, 2018.                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | With the acquisition, the Companys principal business
        activity through its subsidiary, Plymouth Rock USA, is to focus on
        developing technologies related to remotely detecting assault firearms and
        suicide bombs concealed on the person or a carry bag. The Company focuses
        on detection methods without the need for a checkpoint or the compliance
        of the suspect who is being screened. The Companys planned technologies
        encompass the very latest radar technologies for quickly detecting,
        locating and identifying the presence of threats.                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company incurred a loss of $986,901 (2017 - $115,989)
        for the year ended November 30, 2018. As at November 30, 2018, the Company
        had a history of losses and an accumulated deficit of $1,602,085.
        Consequently, continuing business as a going concern is dependent upon the
        success of the Companys development of technologies, generation of
        positive cash flows and the ability of the Company to obtain additional
        debt or equity financing, all of which are uncertain. These material
        uncertainties indicate that a material uncertainty exists that casts
        substantial doubt on the Companys ability to continue as a going
        concern.

- 8 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
        GOING CONCERN (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going Concern(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements have been
        prepared in accordance with International Financial Reporting Standards
        (IFRS) with the assumption that the Company will be able to realize its
        assets and discharge its liabilities in the normal course of business
        rather than a process of forced liquidation. These consolidated financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded asset amounts and classification of
        liabilities that might be necessary should the Company be unable to
        continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements (Financial
        Statements) have been prepared in accordance with IFRS as issued by the
        International Accounting Standards Board (IASB) and interpretations of
        the International Financial Reporting Interpretations Committee
        (IFRIC).                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These Financial Statements are authorized for issue by
        the Board of Directors on March 29, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These Financial Statements have been prepared on the
        historical cost basis except for certain financial instruments classified
        as fair value through profit or loss (FVTPL) and available-for-sale
        which are stated at their fair value. In addition, these Financial
        Statements have been prepared using the accrual basis of accounting,
        except cash flow information. These Financial Statements are presented in
        Canadian dollars, which is the Company and its subsidiarys functional
        currency.                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Significant accounting judgments, estimates and
        assumptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The preparation of these Financial Statements in
        conformity with IFRS requires management to make judgments and estimates
        and form assumptions that affect the reported amounts of assets and
        liabilities at the date of the Financial Statements and reported amounts
        of expenses during the period. Actual results could differ from these
        estimates.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Significant estimates are used in preparing the Financial
        Statements include, but are not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (i) Impairment of long lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Determining the amount of impairment of long lived assets
        requires an estimation of the recoverable amount, which is defined as the
        higher of fair value less the cost of disposal or value in use. Many of
        factors used in assessing recoverable amounts are outside of the control
        of management and it is reasonably likely that assumptions and estimates
        will change from period to period. These changes may result in future
        impairments in the Company long term assets such as development
        assets.                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (ii) Current and deferred taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Accounting for income taxes is a complex process
        requiring management to interpret frequently changing laws and regulations
        and make judgments relating to the application of tax law, the estimated
        timing of temporary difference reversals, and the estimated realization of
        tax assets. All tax filings are subject to subsequent government audits
        and potential reassessment. These interpretations, judgments and changes
        related to them impact current and deferred tax provisions, deferred
        income tax assets and liabilities and results of
        operations.                        

- 9 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Significant accounting judgments, estimates and
        assumptions (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (iii) Share-based payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The fair value of stock options and finders warrants
        issued are subject to the limitations of the Black-Scholes option pricing
        model that incorporates market data and involves uncertainty in estimates
        used by management in the assumptions. Because the Black-Scholes option
        pricing model requires the input of highly subjective assumptions,
        including the expected lift, volatility of share prices, risk-free rate
        and dividend yield, changes in subjective input assumptions can materially
        affect the fair value estimate.                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (iv) Fair values of identifiable assets acquired and
        liabilities assumed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The estimates of fair values of the identifiable assets
        acquired and liabilities assumed in a business combination require
        management to make estimates about the price that could be received to
        sell the assets acquired or sell the liabilities assumed. Management uses
        an appropriate methodology (e.g. market, income or cost approach) to
        estimate the fair values of identifiable intangible assets acquired. When
        an income approach is used, managements estimates and assumptions include
        development costs, revenue growth rates and discount rates.                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Significant judgments used in the preparation of these
        Financial Statements include, but are not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (i) Going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Management has applied judgements in the assessment of
        the Company's ability to continue as a going concern when preparing its
        Financial Statements for the year ended November 30, 2018. Management
        prepares the Financial Statements on a going concern basis unless
        management either intends to liquidate the entity or to cease trading, or
        has no realistic alternative but to do so. In assessing whether the going
        concern assumption is appropriate, management takes into account all
        available information about the future, which is at least, but is not
        limited to, twelve months from the end of the reporting period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (ii) Business combinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Determination of whether a set of assets acquired and
        liabilities assumed constitute the acquisition of a business or asset may
        require the Company to make certain judgments as to whether or not the
        assets acquired and liabilities assumed include the inputs, processes and
        outputs necessary to constitute a business as defined in IFRS 3  Business
        Combinations. Based on an assessment of the relevant facts and
        circumstances, the Company concluded that the acquisition disclosed in
        Note 11 met the criteria for accounting as a business
        combination.                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (iii) Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The application of the Companys accounting policy for
        intangible assets requires judgment in determining whether it is likely
        that the future economic benefits will flow to the Company, which may be
        based on assumptions about future events or circumstances. Estimates and
        assumptions may change if new information becomes available. If new
        information suggests future economic benefits are unlikely, the amount
        capitalized in excess over the recoverable value is written off to profit
        or loss in the period the new information becomes
        available.                                                                   

- 10 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Significant accounting judgments, estimates and
        assumptions (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (iv) Exploration and evaluation expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The application of the Companys accounting policy for
        exploration and evaluation expenditures capitalized requires judgment in
        determining which expenditures are recognized as exploration and
        evaluation assets and applying the policy consistently. In making this
        determination, the Company considers the degree to which the expenditure
        can be economically recoverable.                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (v) Decommissioning obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The provision for decommissioning obligations is based on
        numerous assumptions and judgements including the ultimate settlement
        amounts, inflation factors, risk free discount rates, timing of settlement
        and changes in the applicable legal and regulatory environments. To the
        extent future revisions to these assumptions impact the measurement of the
        existing decommissioning obligation, a corresponding adjustment is made to
        the exploration and evaluation assets balance.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Cash consists of amounts held in banks and cashable
        highly liquid investments with limited interest and credit risk.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Financial Statements include the accounts of the
        Company and its wholly-owned subsidiary. All significant intercompany
        balances, transactions and any unrealized gains and losses arising from
        intercompany transactions, have been eliminated. The Companys subsidiary
        is as follows:                                                                                                                                                                                                            

| |                                                              |                          | Effective
| | ------------------------------------------------------------ | ------------------------ | ---------
| | Entity                                                       | Country of Incorporation | Interest 
| |                                                              |                          |          
| | Plymouth Rock Technologies Inc. 
      (Plymouth Rock USA) | USA                      | 100%     

Plymouth Rock USA was incorporated
  under the General Corporation Law of the State of Delaware on March 22,
  2018.

Intangible assets

Intangible assets are initially
  recognized at cost. Intangible assets are subsequently measured at cost less
  accumulated amortization and accumulated impairment.

Intangible assets that are reflected in
  the consolidated statements of financial position consist of assets acquired
  through business combinations.

An intangible asset is regarded as
  having an indefinite useful life when, based on all relevant factors, there is
  no foreseeable limit to the period over which the asset is expected to generate
  net cash inflows. Amortization is not provided for these intangible assets. For
  all other intangible assets. Amortization is provided over their estimated
  useful life.

- 11 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Intangible assets (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The amortization period and method for intangible assets
        are reviewed at each financial year-end, any changes in estimate are
        accounted for prospectively. Intangible assets with an indefinite life or
        not yet available for use are not subject to amortization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Development assets and intellectual and engineering
        properties are carried at cost less accumulated amortization and any
        impairment losses. Cost is defined as the fair value at the date of the
        business combination. Both development assets and intellectual and
        engineering properties are being amortized using a straight-line method
        over a period of 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Impairment of financial assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Financial assets are assessed at each reporting date to
        determine whether there is objective evidence that they are impaired. Any
        impairment loss in respect of a financial asset measured at amortized cost
        is calculated as the difference between its carrying amount and the
        present value of the estimated future cash flows discounted at the assets
        original effective interest rate. When a subsequent event causes the
        amount of impairment loss to decrease, the decrease in impairment loss is
        reversed through profit or loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Business combinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Business combinations are accounted for using the
        acquisition method. The cost of the acquisition is measured at the
        aggregate of the fair values at the date of acquisition, of assets
        transferred, liabilities incurred or assumed, and equity instruments
        issued by the Company. The acquirees identifiable assets and liabilities
        assumed are recognized at their fair value at the acquisition date.
        Acquisition related costs are recognized in profit or loss as incurred.
        The excess of the consideration over the fair value of the net
        identifiable assets and liabilities acquired is recorded as goodwill. Any
        gain on a bargain purchase is recorded in profit or loss immediately.
        Transaction costs are expensed as incurred, except if related to the issue
        of debt or equity securities. Any goodwill that arises is tested annually
        for impairment.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Exploration and evaluation expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company is in the exploration stage with respect to
        its investment in mineral interests. Once the legal right to explore a
        property has been acquired, costs directly related to exploration and
        evaluation expenditures (E&E) are recognized and capitalized, in
        addition to the acquisition costs. These direct expenditures include such
        costs as materials used, surveying costs, drilling costs, payments made to
        contractors and depreciation on plant and equipment during the exploration
        phase. Costs not directly attributable to exploration and evaluation
        activities, including general administrative overhead costs, are expensed
        in the period in which they occur. 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 resources. The
        aggregate costs related to abandoned exploration and evaluation assets are
        charged to operations at the time of any abandonment or when it has been
        determined that there is evidence of a permanent impairment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The recoverability of amounts shown for exploration and
        evaluation assets is dependent upon the discovery of economically
        recoverable resources, 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 as income, any costs
        recovered on exploration and evaluation assets when amounts received or
        receivable are in excess of the carrying amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 12 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Decommissioning, restoration and similar liabilities
        (Asset retirement obligation)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company recognizes liabilities for statutory,
        contractual or legal obligations associated with the reclamation of
        exploration and evaluation assets, when those obligations result from the
        acquisition, construction, development or normal operation of the assets.
        The Company records the present value of the estimated costs of legal and
        constructive obligations required to restore the exploration sites in the
        period in which the obligation is incurred. Upon initial recognition of
        the liability, the corresponding asset retirement cost is added to the
        carrying amount of the related asset and the cost is amortized as an
        expense over the economic life of the asset using either the
        unit-of-production method or the straight- line method, as appropriate.
        Following the initial recognition of the asset retirement obligation, the
        carrying amount of the liability is increased for the passage of time and
        adjusted for changes to the amount or timing of the underlying cash flows
        needed to settle the obligation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | As at November 30, 2018, the Company has no asset
        retirement obligations and accordingly, has not recorded an asset
        retirement obligation in the Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Financial Statements are presented in Canadian
        dollars, which is the Companys functional and presentation
        currency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Foreign currency transactions are translated into
        functional currency using the exchange rates prevailing at the date of the
        transaction. Foreign currency monetary items are translated at the
        period-end exchange rate. Non-monetary items measured at historical cost
        continue to be carried at the exchange rate at the date of the
        transaction. Non-monetary items measured at fair value are reported at the
        exchange rate at the date when fair values were determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Exchange gains and losses arising on translation are
        recognized in profit or loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Deferred financing costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Costs directly identifiable with the raising of capital
        will be charged against the related capital stock. Costs related to shares
        not yet issued are recorded as deferred financing costs. These costs will
        be deferred until the issuance of the shares to which the costs relate, at
        which time the costs will be charged against the related capital stock or
        charged to operations if the shares are not issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Share-based payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company recognizes share-based payment expense for
        the estimated fair value of equity-based instruments granted to both
        employees and non-employees. Compensation expense is recognized when the
        options are granted with the same amount being recorded as contributed
        surplus. The expense is determined using an option pricing model that
        takes into account the exercise price, the term of the option, the current
        share price, the expected volatility of the underlying shares, the
        expected dividend yield, and the risk-free interest rate for the term of
        the option. If the options are exercised, contributed surplus will be
        reduced by the applicable amount. Share-based payment calculations have no
        effect in the Companys cash position.                                                                                                                                                                                                                                                                                                                     

- 13 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company bifurcates units consisting of common shares
        and share purchase warrants using the residual value approach whereby it
        first measures the common share component of the unit at fair value using
        market prices as input values and then allocates any residual amount to
        the warrant component of the unit. The residual value of the warrant
        component is credited to reserves. When warrants are exercised, the
        corresponding residual value is transferred from reserves to share
        capital. If the warrants are issued as share issuance costs, the fair
        value of agents warrants are measured using the Black-Scholes option
        pricing model and recognized in equity as a deduction from the
        proceeds.                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company records proceeds from the issuance of its
        common shares as equity. Proceeds received on the issuance of units,
        consisting of common shares and warrants are allocated between the common
        share and warrant component. The Company has adopted a residual value
        method with respect to the measurement of shares and warrants issued as
        private placement units. The residual value method first allocates value
        to the most easily measurable component based on fair value and then the
        residual value, if any, to the less easily measurable component.                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The fair value of the common shares issued in the private
        placement was determined to be the more easily measurable component and
        were valued at their fair value, as determined by the closing quoted price
        on the issuance date. The remaining proceeds, if any, are allocated to the
        attached warrants. Any fair value attributed to the warrants is recorded
        as warrant reserve. Management does not expect to record a value to the
        warrant in most equity issuances as unit private placements are commonly
        priced at market or at a permitted discount to market. If the warrants are
        issued as share issuance costs, the fair value of agents warrants are
        measured using the Black-Scholes option pricing model and recognized in
        equity as a deduction from the proceeds.                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | If the warrants are exercised, the related amount is
        reclassified as share capital. If the warrants expire unexercised, the
        related amount remains in warrant reserve.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Incremental costs directly attributable to the issue of
        new common shares are shown in equity as a deduction, net of tax, from the
        proceeds. Common shares issued for consideration other than cash are
        valued based on their market value at the date that shares are
        issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Earnings / loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Basic earnings (loss) per share are calculated using the
        weighted average number of common shares outstanding during the period.
        Diluted earnings (loss) per share are calculated using the treasury stock
        method. This method assumes that common shares are issued for the exercise
        of options, warrants and convertible securities and that the assumed
        proceeds from the exercise of options, warrants and convertible securities
        are used to purchase common shares at the average market price during the
        period. The difference between the number of shares assumed issued and the
        number of shares assumed purchased is then added to the basic weighted
        average number of shares outstanding to determine the fully diluted number
        of common shares outstanding. No exercise or conversion is assumed during
        the periods in which a net loss is incurred as the effect is
        anti-dilutive.

- 14 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Financial assets and liabilities are recognized when the
        Company becomes a party to the contractual provisions of the financial
        instrument. Financial assets are derecognized when the contractual rights
        to the cash flows from the financial assets expire, or when the financial
        assets and their related risks and rewards are transferred. Financial
        liabilities are derecognized when they expire, are discharged or
        cancelled. Financial instruments are classified into five
        categories:

- Loans and receivables
  -
  Held-to-maturity investments
  - Available-for-sale
  - Financial assets at
  fair value through profit and loss (FVTPL)
  - Financial liabilities at
  amortized cost

All financial instruments except the
  FVTPL and derivatives are measured initially at fair value plus transaction
  costs. Financial assets at FVTPL and derivatives are recognized initially at
  fair value while the transaction costs are expensed in the statements of loss
  and comprehensive loss. The classification determines how the asset is
  subsequently measured and whether the resulting gains or losses are recognized
  in profit or loss or in other comprehensive loss.

After initial recognition, loans and
  receivables and held-to-maturity investments are measured at amortized cost
  using the effective interest method. Any changes to the carrying amounts of the
  held-to-maturity investments including impairment charges are recognized in
  profit and loss. Available-for-sale financial assets are measured at fair value
  with gains and losses recognized in other comprehensive income. Financial assets
  at FVTPL include financial assets that are classified either as held-for-trading
  or those are designated at FVTPL upon initial recognition. Gains or losses in
  these financial assets are recorded in profit and loss.

Financial liabilities are measured
  subsequently at amortized cost except for those held-for-trading which are
  carried subsequently at fair value with gains or losses recorded in profit and
  loss.

The Company classified its cash,
  subscription receivable, and due from related as FVTPL which is measured at fair
  value. Other receivables are classified as loans and receivables and measured at
  amortized cost. Accounts payable and accrued liabilities, due to related parties
  and loan payable, are classified as other financial liabilities which are
  measured at amortized cost.

Goodwill

Goodwill is initially measured as the
  excess of the aggregate of the consideration transferred over the fair value of
  net identifiable assets acquired and liabilities assumed. Separately recognized
  goodwill is tested for impairment on an annual basis or when there is an
  indication of impairment. Impairment losses on goodwill are not reversed.

- 15 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Income tax is recognized in profit or loss except to the
        extent that it relates to equity items, in which case it is recognized in
        equity. Current tax expense is the expected tax payable on the taxable
        income for the year, using tax rates enacted 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. The following temporary differences do not
        result in deferred tax assets or liabilities: goodwill not deductible for
        tax purposes; the initial recognition of assets or liabilities that affect
        neither accounting profit (loss) nor taxable profit (loss); and
        differences relating to investments in subsidiaries to the extent that
        they will probably not reverse in the foreseeable future. The amount of
        deferred tax provided is based on the expected manner of realization or
        settlement of the carrying amount of assets and liabilities, using tax
        rates enacted or substantively enacted at the financial position
        date.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | A deferred tax asset is recognized only to the extent
        that it is probable that future taxable profits will be available against
        which the asset can be utilized. Deferred tax assets and liabilities are
        offset when there is a legally enforceable right to set off current tax
        assets against current tax liabilities and when they relate to income
        taxes levied by the same taxation authority and the Company intends to
        settle its current tax assets and liabilities on a net basis.                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Related party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Parties are considered to be related if one party has the
        ability, directly or indirectly, to control the other party or exercise
        significant influence over the other party in making financial and
        operating decisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Parties are also considered to be related if they are
        subject to common control and related parties may be individuals or
        corporate entities. A transaction is considered to be a related party
        transaction when there is a transfer of resources or obligations between
        related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Accounting standards, amendments and interpretations
        not yet effective                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Certain new standards, interpretations and amendments to
        existing standards have been issued by the IASB or the IFRIC during the
        year, but are not yet effective. Some updates that are not applicable or
        are not consequential to the Company may have been excluded from the list
        below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | IFRS 2, Share-Based Payment On June 20, 2016,
        the IASB issued amendments to IFRS 2, clarifying how to account for
        certain types of share-based payment transactions. The amendments apply
        for annual periods beginning on or after January 1, 2018. As a practical
        simplification, the amendments can be applied prospectively,
        retrospectively, or early application is permitted if information is
        available without the use of hindsight. The amendments provide
        requirements on the accounting for:                                                                                                                                                                                                                                                                                                                                                                                                  

| | - | The effects of vesting and
      non-vesting conditions on the measurement of cash-settled share-based
      payments;                                                     
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | Share-based payment transactions
      with a net settlement feature for withholding tax obligations; and                                                                  
| | - | A modification to the terms and conditions of a
        share-based payment that changes the classification of the transaction
        from cash-settled to equity-settled.

- 16 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|2. | SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Accounting standards, amendments and interpretations
        not yet effective (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | IFRS 9 Financial Instruments IFRS 9 Financial
        Instruments is part of the IASB's wider project to replace IAS 39
        Financial Instruments: Recognition and Measurement. IFRS 9 retains but
        simplifies the mixed measurement model and establishes two primary
        measurement categories for financial assets: amortized cost and fair
        value. The basis of classification depends on the entity's business model
        and the contractual cash flow characteristics of the financial asset. IFRS
        9 is applicable to annual reporting periods beginning on or after January
        1, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | IFRS 9 Financial Instruments (Amendments) In
        October 2017, the International Accounting Standards Board (IASB) issued
        amendments to IFRS 9 Financial Instruments, incorporated into Part I of
        the CPA Canada Handbook  Accounting by the Accounting Standards Board
        (AcSB) in November 2017, to address the classification of certain
        prepayable financial assets. The amendments clarify that a financial asset
        that would otherwise have contractual cash flows that are solely payments
        of principal and interest but do not meet that condition only as a result
        of a prepayment feature with negative compensation may be eligible to be
        measured at either amortized cost or fair value through other
        comprehensive income. This classification is subject to the assessment of
        the business model in which the particular financial asset is held as well
        as consideration of whether certain eligibility conditions are met. The
        amendments are effective for annual periods beginning on or after January
        1, 2019. Earlier application is permitted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | IFRS 15, Revenue from Contracts with Customers IFRS 15 is a new standard to establish principles for reporting the
        nature, amount, timing, and uncertainty of revenue and cash flows arising
        from an entitys contracts with customers. It provides a single model in
        order to depict the transfer of promised goods or services to customers.
        IFRS 15 supersedes IAS 11, Construction Contracts, IAS 18, Revenue, IFRIC
        13, Customer Loyalty Programs, IFRIC 15, Agreements for the Construction
        of Real Estate, IFRIC 18, Transfers of Assets from Customers, and SIC-31,
        Revenue  Barter Transactions involving Advertising Service. IFRS 15 is
        applicable to annual reporting periods beginning on or after January 1,
        2018.                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | IFRS 16, Leases- IFRS 16 is a new standard that
        sets out the principles for recognition, measurement, presentation, and
        disclosure of leases including guidance for both parties to a contract,
        the lessee and the lessor. The new standard eliminates the classification
        of leases as either operating or finance leases as is required by IAS 17
        and instead introduces a single lessee accounting model. IFRS 15 is
        applicable to annual reporting periods beginning on or after January 1,
        2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company does not expect that the new and amended
        standards will have a significant impact on its Financial
        Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | EXPLORATION AND EVALUATION ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Southern Belle (SB) Property, British
        Columbia                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On February 17, 2014, the Company entered into an Option
        Agreement with Qualitas Holdings Corp. whereby the Corporation acquired an
        option to earn an undivided 100% interest in and to the eight (8) mineral
        claims comprising the Southern Bell ("SB) Property, located approximately
        25 kilometers west of Merritt, British Columbia totaling 3,517 hectares.
        The Option Agreement was amended on May 2, 2014 to substitute Eastland
        Management Ltd. for Qualitas Holdings Corp. as optionor of the
        claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended November 30, 2017, the Company
        issued 300,000 common shares valued at $6,000 for the acquisition of
        exploration and evaluation assets. The Company fulfilled its obligation to
        earn the 100% interest in the Southern Belle Property with the share
        issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 17 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|3. | EXPLORATION AND EVALUATION ASSETS(continued)                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                          
|   | In order to maintain the Option in good
      standing and earn a 100% interest in the SB Property, the Company is required to
      incur exploration expenditures totaling $100,000 on or before August 11, 2015
      (completed) and make the following payments and share issuances:

| |                                                             |   | Cash   |  |  | Shares  | 
| | ----------------------------------------------------------- | - | ------ |  |  | ------- | 
| |                                                             |   |        |  |  |         | 
| | Upon receipt of Technical Report from
      Eastland (paid) | $ | 10,000 |  |  | -       | 
| | Upon exchange acceptance of the Agreement (paid and issued) |   | 15,000 |  |  | 200,000 | 
| | On or before August 11, 2015 (paid)                         |   | 10,000 |  |  | -       | 
| | On or before
      February 15, 2017 (issued)               |   | -      |  |  | 300,000 | 
| |                                                             |   |        |  |  |         | 
| |                                                             | $ | 35,000 |  |  | 500,000 | 

|   | During the year ended November 30, 2018, the Company sold
        its entire interest in the SB Property for a cash payment of $15,000,
        incurring a loss on the disposition of exploration and evaluation assets
        of $156,012.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                              
|4. | INTANGIBLE ASSETS                                                                                                                                                                                                                            

| |                                      |  |             |  |  | Intellectual and |  |  |           | 
| | ------------------------------------ |  | ----------- |  |  | ---------------- |  |  | --------- | 
| |                                      |  | Development |  |  | engineering      |  |  |           | 
| |                                      |  | assets      |  |  | properties       |  |  | Total     | 
| |                                      |  | $           |  |  | $                |  |  | $         | 
| | Cost                                 |  |             |  |  |                  |  |  |           | 
| | Balance at November 30, 2017         |  | -           |  |  | -                |  |  | -         | 
| | Business
      combination (Note 11) |  | 304,000     |  |  | 936,781          |  |  | 1,240,781 | 
| | Balance at November 30, 2018         |  | 304,000     |  |  | 936,781          |  |  | 1,240,781 | 
| |                                      |  |             |  |  |                  |  |  |           | 
| | Carrying Amounts                     |  |             |  |  |                  |  |  |           | 
| | At November 30, 2017                 |  | -           |  |  | -                |  |  | -         | 
| | At
      November 30, 2018           |  | 304,000     |  |  | 936,781          |  |  | 1,240,781 | 

The Companys intangible assets include
  (1) A Millimeter Remote Imaging from Airborne Drone (MIRIAD); (2) A
  compact microwave radar system for scanning shoes (Shoe-Scanner); and
  (3) Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones
  in buildings and places, such as airports, shopping malls, schools and sports
  venues (Wi-Ti). These assets can remotely detect, locate and identify
  the presence of threats (Note 2 and 11). No amortization was recognized on the
  assets as they were not in use and at the stage of being developed.

- 18 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|5. | SHARE CAPITAL
|-- | -------------

| | (a) | Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Authorized: Unlimited number of common shares without par
        value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | As at November 30, 2018, there were 31,761,300 common
        shares issued and outstanding (November 30, 2017  19,349,500).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | During the year ended November 30, 2018:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | During the year ended November 30, 2018, the Company
        issued a total of 2,045,000 common shares for gross proceeds of $204,500
        for warrants exercised at a price of $0.10 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On April 25, 2018, the Company closed the first tranche
        of its previously announced non-brokered private placement. The Company
        issued 4,475,000 units at a price of $0.40 per unit for gross proceeds of
        $1,790,000. Each unit consists of one common share and one-half share
        purchase warrant with each whole warrant entitling the holder to purchase
        one common share of the Company at a price of $0.60 for 1 year from
        closing. Finders fees of cash equal to 6% of proceeds and finders
        warrants equal to 6% of the number of units issued were paid to five
        finders. Each finders warrant will be exercisable to acquire one common
        share for a period of one year from closing at a price of $0.40. All
        securities issued are subject to a four month hold period expiring August
        25, 2018. 266,850 finders warrants were granted at an estimated fair
        value of $110,574, which has been included in contributed surplus. The
        fair value of the warrants was estimated using the Black-Scholes option
        pricing model with the following assumptions: expected life 1 year,
        volatility 166%, risk-free rate 1.88%, dividend yield 0%.                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On May 18, 2018, the Company closed the second and final
        tranche of its previously announced non-brokered private placement. The
        Company issued 2,035,550 units at a price of $0.40 per unit for gross
        proceeds of $814,220. Each unit consists of one common share and one-half
        share purchase warrant with each whole warrant entitling the holder to
        purchase one common share of the Company at a price of $0.60 for 1 year
        from closing. Finders fees of cash in an amount equal to 6% of proceeds
        and finders warrants equal to 6% of the number of units issued were paid
        to four finders. Each finders warrant will be exercisable to acquire one
        common share for a period of one year from closing at a price of $0.40.
        All securities issued are subject to a four month hold period expiring
        September 18, 2018. 45,150 finders warrants were granted at an estimated
        fair value of $18,420, which has been included in contributed surplus. The
        fair value of the warrants was estimated using the Black-Scholes option
        pricing model with the following assumptions: expected life 1 year,
        volatility 168%, risk-free rate 1.99%, dividend yield 0%. With the closure
        of the second and final tranche of its previously announced non-brokered
        private placement, the subscription received of $38,646 has been
        reclassified to accounts payable and accrued liabilities since investors
        overpaid for their subscription.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On May 29, 2018, the Company issued a total of 125,000
        common shares at $0.30 per share, for gross proceeds of $37,500, for
        options exercised by a former director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On August 23, 2018, the Company issued 500,000 common
        shares at a price of $0.10 per share, for gross proceeds of $50,000, for
        options exercised by a former director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On October 30, 2018, the Company issued 3,000,000 common
        shares at $0.41 per share for the acquisition of Plymouth Rock USA (Note
        11). In addition, on November 1, 2018, the Company issued 231,250 common
        shares at $0.69 per share as finders fees to complete the
        acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 19 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|5. | SHARE CAPITAL (continued)
|-- | -------------------------
|   |                          
|   | (a)                      
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   | (b)                      
|   |                          
|   |                          
|   |                          
|   |                          

| |                            |  | Number of |   | Weighted Average | 
| | -------------------------- |  | --------- | - | ---------------- | 
| |                            |  | Options   |   | Exercise Price   | 
| | Balance, November 30, 2016 |  | 875,000   |   | $0.16            | 
| | Exercised                  |  | (125,000  | ) | $0.15            | 
| | Balance, November 30, 2017 |  | 750,000   |   | $0.17            | 
| | Exercised                  |  | (625,000  | ) | $0.14            | 
| | Balance, November 30, 2018 |  | 125,000   |   | $0.30            | 

- 20 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|5. | SHARE CAPITAL
        (continued)
|-- | ---------------------------------

| | (b) | Stock options (continued)
| | --- | -------------------------

| |                   |  |          |  |  | Options         |  |  | Weighted average      |  |  |                  | 
| | ----------------- |  | -------- |  |  | --------------- |  |  | --------------------- |  |  | ---------------- | 
| |                   |  | Exercise |  |  | outstanding and |  |  | remaining contractual |  |  | Weighted average | 
| | Expiry Date       |  | Price    |  |  | exercisable     |  |  | life(year)            |  |  | exercise price   | 
| |                   |  | $        |  |  |                 |  |  |                       |  |  | $                | 
| | November 11, 2019 |  | 0.30     |  |  | 125,000         |  |  | 0.95                  |  |  | 0.30             | 
| |                   |  |          |  |  | 125,000         |  |  | 0.95                  |  |  | 0.30             | 

| | (c) | Share purchase warrants                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                      
| |     | During the year ended November 30, 2018                                                                                                                              
| |     |                                                                                                                                                                      
| |     | Share purchase warrant transactions and the number of
        share purchase warrants outstanding as at November 30, 2018 and 2017 are
        summarized as follows:

| |                                     |  | Number of  |   |   | Weighted Average | 
| | ----------------------------------- |  | ---------- | - | - | ---------------- | 
| |                                     |  | Warrants   |   |   | Exercise Price   | 
| | Balance, November 30, 2017 and 2016 |  | 2,640,000  |   | $ | 0.10             | 
| | Warrants granted                    |  | 3,567,275  |   | $ | 0.58             | 
| | Warrants exercised                  |  | (2,045,000 | ) | $ | 0.10             | 
| | Balance,
      November 30, 2018    |  | 4,162,275  |   | $ | 0.51             | 

| |                 |  |          |  |  | Number of Warrants |  |  | Weighted average      |  |  |                  | 
| | --------------- |  | -------- |  |  | ------------------ |  |  | --------------------- |  |  | ---------------- | 
| |                 |  | Exercise |  |  | outstanding and    |  |  | remaining contractual |  |  | Weighted average | 
| | Expiry Date     |  | Price    |  |  | exercisable        |  |  | life(year)            |  |  | exercise price   | 
| |                 |  | $        |  |  |                    |  |  |                       |  |  | $                | 
| | August 11, 2019 |  | 0.10     |  |  | 595,000            |  |  | 0.10                  |  |  | 0.10             | 
| | April 25, 2019  |  | 0.60     |  |  | 2,237,500          |  |  | 0.22                  |  |  | 0.60             | 
| | April 25, 2019  |  | 0.40     |  |  | 266,850            |  |  | 0.03                  |  |  | 0.40             | 
| | May 18, 2019    |  | 0.60     |  |  | 1,017,775          |  |  | 0.11                  |  |  | 0.60             | 
| | May 18, 2019    |  | 0.40     |  |  | 45,150             |  |  | 0.01                  |  |  | 0.40             | 
| |                 |  |          |  |  | 4,162,275          |  |  | 0.47                  |  |  | 0.51             | 

- 21 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|6. | FINANCIAL RISK MANAGEMENT                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                         
|   | The Companys financial assets consist of cash,
        subscription receivable, and due from related parties. The estimated fair
        values of cash and short-term investments approximate their respective
        carrying values due to the short period to maturity.           
|   |                                                                                                                                                                                                                                                                                         
|   | Financial instruments measured at fair value are
        classified into one of three levels in the fair value hierarchy according
        to the relative reliability of the inputs used to estimate the fair
        values. The three levels of the fair value hierarchy
        are:

| | a. | Level 1  unadjusted quoted prices in active markets for
        identical assets or liabilities;                                          
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Level 2  inputs other than quoted prices that are
        observable for the asset or liability either directly or indirectly;
        and
| | c. | Level 3  inputs that are not based on observable market
        data.                                                                     

For the year ended November 30, 2018
  and 2017, the Companys cash is classified as Level 1.

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

Liquidity Risk

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

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

Interest Rate Risk

Interest rate risk is the risk that
  future cash flows will fluctuate as a result of changes in market interest
  rates. The Company is exposed to risks associated with the effects of
  fluctuations in the prevailing levels of market interest rates. The Company has
  no significant interest rate risk. As of November 30, 2018, the Company had cash
  balance of $2,743,694 (November 30, 2017: $96,152).

Credit Risk

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

Foreign Currency Risk

The Company is exposed to foreign
  currency risk on fluctuations related to cash, due from related parties and
  accounts payable and accrued liabilities that are denominated in US dollars. 10%
  fluctuations in the US dollar against the Canadian dollar have affected
  comprehensive loss for the year by approximately $4,000.

- 22 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|7. | CAPITAL MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company considers its capital structure to include
        net residual equity of all assets, less liabilities. The Companys
        objectives when managing capital are to (i) maintain financial flexibility
        in order to preserve its ability to meet financial obligations and
        continue as a going concern; (ii) maintain a capital structure that allows
        the Company to pursue the development of its projects and products; and
        (iii) optimize the use of its capital to provide an appropriate investment
        return to its shareholders commensurate with risk.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Companys financial strategy is formulated and
        adapted according to market conditions in order to maintain a flexible
        capital structure that is consistent with its objectives and the risk
        characteristics of its underlying assets. The Company manages its capital
        structure and makes adjustments to it in light of changes in economic
        conditions and the risk characteristics of its underlying assets. To
        maintain or adjust the capital structure, the Company may attempt to issue
        new shares or acquire or dispose of assets.             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The amounts due to and from related parties are due to
        the directors and officers of the Company. The balances are unsecured,
        non-interest bearing and have no specific terms for repayment. These
        transactions are in the normal course of operations and have been valued
        in these Financial Statements at the exchange amount, which is the amount
        of consideration established and agreed to by the related
        parties.                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | As at November 30, 2018, $3,000 (November 30, 2017 -
        $Nil) was due to an officer of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                           |   | November 30, 2018 |  |   | November 30, 2017 | 
| | ------------------------- | - | ----------------- |  | - | ----------------- | 
| | Company controlled by CFO | $ | 3,000             |  | $ | -                 | 
| |                           | $ | 3,000             |  | $ | -                 | 

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

| |                              |   | November 30, 2018 |  |   | November 30, 2017 |  |   | November 30, 2016 | 
| | ---------------------------- | - | ----------------- |  | - | ----------------- |  | - | ----------------- | 
| | Management fees              | $ | 71,842            |  | $ | 13,500            |  | $ | 10,500            | 
| | Accounting fees              |   | 20,748            |  |   | -                 |  |   | -                 | 
| | Salaries and benefits to CEO |   | 13,200            |  |   | -                 |  |   | -                 | 
| |                              | $ | 105,790           |  | $ | 13,500            |  | $ | 10,500            | 

Management fees consisted of the
  following:

| |                                                 |   | November 30, 2018 |  |   | November 30, 2017 |  |   | November 30, 2016 | 
| | ----------------------------------------------- | - | ----------------- |  | - | ----------------- |  | - | ----------------- | 
| | Company controlled by
      Corporate Secretary | $ | 36,842            |  | $ | 13,500            |  | $ | 10,500            | 
| | Company controlled by CFO                       |   | 30,000            |  |   | -                 |  |   | -                 | 
| | Director fees paid to Former Director           |   | 5,000             |  |   | -                 |  |   | -                 | 
| |                                                 | $ | 71,842            |  | $ | 13,500            |  | $ | 10,500            | 

During the year ended November 30,
  2017, a former director of the Company exercised 125,000 options at a price of
  $0.15 per share, for gross proceeds of $18,750 (Note 5).

- 23 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|8.  | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | During the year ended November 30, 2018, a former
        director of the Company exercised 125,000 options at a price of $0.30 per
        share, for gross proceeds of $37,500. In addition, a former director of
        the Company exercised 500,000 options at a price of $0.10 per share, for
        gross proceeds of $50,000 (Note 5).
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | During the year ended November 30, 2018, a director of
        the Company exercised 121,000 warrants at a price of $0.10 per share, for
        gross proceeds of $12,100 (Note 5).                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | As at November 30, 2018, $5,613 (2017 - $2,625)
        prepayment was made to the corporate secretary of the Company for
        consulting services and recorded as prepaid expenses.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | As at November 30, 2018, $1,787 (2017- $Nil) prepayment
        was made to the CEO of the Company.                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | As at November 30, 2018, no amount is due from any other
        of the Companys directors, officers and related entities to the Companys
        directors and officers.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                 
|9.  | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | On September 19, 2018, the Company received a loan of
        $50,000, which is payable within 6 months and bears an annual interest
        rate of 12%. During the year ended November 30, 2018, the Company accrued
        $1,184 interest expense on the loan balance. As at November 30, 2018, the
        loan balance was $51,184.      
|    |                                                                                                                                                                                                                                                                                                                                                 
|10. | SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | During the year ended November 30, 2018, 2017 and 2016,
        the Company incurred non-cash investing and financing activities as
        follows:                                                                                                                                                                                            

| |                                                      |  | November 30, 2018 |  |  | November 30, 2017 |  |  | November 30, 2016 | 
| | ---------------------------------------------------- |  | ----------------- |  |  | ----------------- |  |  | ----------------- | 
| | Non-cash financing
      activities:                 |  |                   |  |  |                   |  |  |                   | 
| | Fair value of options exercised                      |  | 50,080            |  |  | 10,907            |  |  | -                 | 
| | Shares issued
      for finder's fees                |  | -                 |  |  | 49,050            |  |  | -                 | 
| | Fair value of agent warrants granted                 |  | 128,995           |  |  | -                 |  |  | -                 | 
| | Non-cash investing
      activities:                 |  |                   |  |  |                   |  |  |                   | 
| | Shares issued for acquisition                        |  | 1,399,763         |  |  | -                 |  |  | -                 | 
| | Shares issued for exploration and evaluations assets |  | -                 |  |  | 6,000             |  |  | -                 | 

|11. | BUSINESS ACQUISITON                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On October 30, 2018, the Company completed the
        acquisition of private Delaware corporation Plymouth Rock Technologies
        Inc. ("Plymouth Rock USA") in consideration of the issuance of 3,000,000
        common shares of the Company (the "Transaction") at $0.413 per share. The
        Company issued a finder's fee in the amount of 231,250 common shares of
        the Company in connection with the acquisition of Plymouth Rock
        USA.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Transaction has been accounted for as a business
        combination, using the acquisition method. The Financial Statements
        include the financial statements of the Company and from the date of
        acquisition its 100% interest in Plymouth Rock USA. To account for the
        Transaction, the Company determined the fair value of assets and
        liabilities of Plymouth Rock USA at the date of the
        acquisition,               

- 24 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|11. | BUSINESS ACQUISITON (continued)                                          
|--- | -------------------------------------------------------------------------
|    |                                                                          
|    | The purchase price allocation of Plymouth Rock USA is as
        follows:

Consideration:Common shares
      $
      1,240,200$
      1,240,200Net identifiable assets (liabilities) acquiredCash
      $
      47,467Prepaid
      
      2,626Intangible assets
      
      1,240,781Deferred tax liability
      
      (253,975
      )Loan
      
      (50,674
      )$
      986,225Purchase price allocationNet
        identifiable assets acquired
      $
      986,225Goodwill
      
      253,975$
      1,240,200


October 30, 2018. These fair value
  assessments require management to make significant estimates and assumptions as
  well as applying judgement in selecting appropriate valuation techniques.

The Company issued 231,250 common
  shares at $0.69 per share as finders fees to complete the acquisition and the
  cost related to acquisition were recognized as an expense in the current
  period.

|12. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In November 2018, Plymouth Rock USA entered into two-year
        lease agreement for leased premises in Plymouth, Massachusetts, commencing
        December 1, 2018 and ending on November 30, 2020. The minimum base rent is
        US$2,917 per month for the period from December 1, 2018 to November 30,
        2019 and US$3,005 per month from December 1, 2019 to November 30,
        2020.

US $2019
      
      35,0042020
      
      36,060Total
      
      71,064


- 25 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|13. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                        
|    | The Company operates in one business segment, focusing on
        developing technologies as described in Note 1. With the sale of the
        entire mineral interest of the SB Property, the Company no longer pursues
        the exploration and development of mineral properties. Geographical
        information is as follows:

| |                                         |  | Canada  |  |  | USA     |  |  | Total   | 
| | --------------------------------------- |  | ------- |  |  | ------- |  |  | ------- | 
| |                                         |  | $       |  |  | $       |  |  | $       | 
| | Balance, November 30,
      2017        |  |         |  |  |         |  |  |         | 
| | Exploration and evaluation assets       |  | 171,012 |  |  | -       |  |  | 171,012 | 
| |                                         |  |         |  |  |         |  |  |         | 
| | Balance, November 30, 2018              |  |         |  |  |         |  |  |         | 
| | Intangible assets:                      |  |         |  |  |         |  |  |         | 
| | Development assets                      |  | -       |  |  | 304,000 |  |  | 304,000 | 
| | Intellectual and engineering properties |  | -       |  |  | 936,781 |  |  | 936,781 | 

|14. | INCOME TAXES                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                             
|    | The following table reconciles the expected income taxes
        expense (recovery) at the Canadian statutory income tax rates to the
        amounts recognized in the statement of operations and comprehensive loss
        for the years ended November 30, 2018, 2017 and
        2016:

| |                                                  |   | 2018     |   |   | 2017     |   |   | 2016     |  
| | ------------------------------------------------ | - | -------- | - | - | -------- | - | - | -------- | -
| |                                                  |   |          |   |   |          |   |   |          |  
| | Net loss before tax and
      comprehensive loss | $ | (998,225 | ) | $ | (115,989 | ) | $ | (108,087 | )
| | Statutory tax rate                               |   | 26.92%   |   |   | 26.00%   |   |   | 26.00%   |  
| | Expected income tax
      (recovery)             |   | (268,689 | ) |   | (30,157  | ) |   | (28,103  | )
| | Non-deductible items                             |   | 43,592   |   |   | -        |   |   | 21       |  
| | Change in deferred tax asset not recognized      |   | 213,774  |   |   | 30,157   |   |   | 28,082   |  
| | Income tax expense (recovery)                    | $ | (11,323  | ) | $ | -        |   | $ | -        |  

The statutory tax rate increased from
  26.00% to 26.92% due to an increase in BC corporate tax rate on January 1, 2018.

Deferred taxes reflect the tax effects
  of temporary differences between the carrying amounts of assets and liabilities
  for financial reporting purposes and their corresponding values for tax
  purposes. Deferred tax assets (liabilities) at November 30, 2018 and 2017 are
  comprised of the following:

| |                                           |  |         |   |  |             |   |  | Tax       |   |  |          |   |  |          |  
| | ----------------------------------------- |  | ------- | - |  | ----------- | - |  | --------- | - |  | -------- | - |  | -------- | -
| |                                           |  |         |   |  | Business    |   |  | recovery  |   |  | Foreign  |   |  |          |  
| |                                           |  | 2017    |   |  | combination |   |  | (expense) |   |  | exchange |   |  | 2018     |  
| |                                           |  |         |   |  |             |   |  |           |   |  |          |   |  |          |  
| |                                           |  | $       |   |  | $           |   |  | $         |   |  | $        |   |  | $        |  
| | Exploration and evaluation
      assets   |  | (25,653 | ) |  | -           |   |  | 25,653    |   |  | -        |   |  | -        |  
| | Intangible assets                         |  | -       |   |  | (253,975    | ) |  | -         |   |  | (3,249   | ) |  | (257,224 | )
| | Non-capital losses carryforwards          |  | 25,653  |   |  | -           |   |  | (14,330   | ) |  | 87       |   |  | 11,410   |  
| | Net
      deferred tax assets (liability) |  | -       |   |  | (253,975    | ) |  | 11,323    |   |  | (3,162   | ) |  | (245,814 | )

- 26 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|14. | INCOME TAXES (continued)                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                   
|    | The unrecognized deductible temporary differences as at
        November 30, 2018 and 2017 are comprised of the
        following:

2018
      
      
      2017Exploration and evaluation
        assets
      $
      61,000
      
      $
      -Non-capital losses carryforwards
      
      1,350,310
      
      
      554,298Financing costs
      
      232,465
      
      
      48,265Cumulative eligible capital
      
      270
      
      
      270Total unrecognized deductible temporary differences
      $
      1,644,045
      
      $
      602,833


The Company has non-capital loss
  carryforwards, for which no deferred tax asset has been recognized of
  approximately $1,350,310 (2017: $554,298) which may be carried forward to apply
  against future income for Canadian income tax purposes, subject to the final
  determination by taxation authorities, expiring in the following years:

Expiry2030
      $
      2,9372031
      
      15,5062032
      
      57,6552033
      
      59,6222034
      
      117,1542035
      
      122,7902036
      
      138,8222037
      
      127,4132038
      
      708,411TOTAL
      $
      1,350,310


- 27 -

---

|PLYMOUTH ROCK TECHNOLOGIES INC. (FORMERLY ALEXANDRA
      CAPITAL CORP.)
|------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          
|November 30, 2018 and 2017                                              
|(EXPRESSED IN CANADIAN DOLLARS)                                         
|                                                                        

|15. | SUBSEQUENT EVENTS
|--- | -----------------

|1. | On January 16, 2019, the Company granted an aggregate of
        2,300,000 stock options to directors, officers, employees and consultants
        of the Company with an exercise price of $0.60 per share for a period of
        five years from the date of grant. Any shares issued under the option
        grant will vest over a period of two years.                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | On March 12, 2019, the Company announced that Manchester
        Metropolitan University assigned the Millimeter Wave, Shoe Scanning
        technology IP to the Company for the consideration of $30,000. The
        Millimeter Wave Shoe Scanner is a floor-mounted 3D imaging system that
        uses harmless millimeter wave imaging techniques to inspect footwear. The
        scanner is then able to identify if the footwear has been altered or is
        being used to transport concealed items, such as weaponry, substances,
        compounds, or electronic items.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | On January 8, 2019, the Companys common shares commenced
        trading on the Frankfurt Stock Exchange in Germany under the Symbol: 4XA,
        WKN# - A2N8RH.                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | On February 12, 2019, the Companys common shares are now
        eligible for electronic clearing and settlement through the Depository
        Trust Company (DTC) in the United States (US). DTC is a subsidiary of
        the Depository Trust & Clearing Corporation, a U.S. company that
        manages the electronic clearing and settlement of publicly traded
        companies. DTC eligibility is expected to simplify the process of trading
        and enhance liquidity of the Company's common shares.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | On March 21, 2019, the Company announces that it has
        granted an aggregate of 350,000 incentive stock options to consultants of
        the Company with an exercise price of $0.60 per share for a period of five
        years from the date of grant. Any shares issued under the option grant
        will vest over a period of two years.                                                                                                                                                                                                                                 

---

Exhibit No.
      Exhibit(3)
      Articles of Incorporation and Bylaws3.1
      Certificate    of Incorporation (incorporated by reference to the Registrant’s Form 20FR12G    furnished to the Commission on September 11, 2015)3.2
      Notice    of Articles (incorporated by reference to the Registrant’s Form 20FR12G    furnished to the Commission on September 11, 2015)3.3
      Articles    (incorporated by reference to the Registrant’s Form 20FR12G furnished to the    Commission on September 11, 2015)(10)
      Material Contracts10.1
      Option    Agreement dated February 17, 2014 between Eastland Management Ltd. and    Alexandra Capital Corp. (incorporated by reference to the Registrant’s Form    20FR12G furnished to the Commission on September 11, 2015)10.2
      Stock    Option Plan (incorporated by reference to the Registrant’s Form 20FR12G    furnished to the Commission on September 11, 2015)10.3
      Amending    Letter dated August 15, 2015 between Eastland Management Ltd. and Alexandra    Capital Corp. (incorporated by reference to the Registrant’s Form 20FR12G    furnished to the Commission on November 19, 2015)10.4**
      Share Purchase Agreement dated October 31, 2018 with
          Plymouth Rock USA and the Selling Shareholders of Plymouth Rock USA10.5**
      Assignment Agreement dated March 12, 2019 with Manchester
          Metropolitan University10.6**
      Memorandum of understanding with Abicom International
          Ltd. dated February 19, 201912.1**
      Section 302 Certification under Sarbanes-Oxley Act of
      2002 for Dana Wheeler12.2**
      Section 302 Certification under Sarbanes-Oxley Act of
          2002 for Zara Kanji13.1**
      Section 906 Certification under Sarbanes-Oxley Act of
      2002 for Dana Wheeler13.2**
      Section 906 Certification under Sarbanes-Oxley Act of
          2002 for Zara Kanji


** Filed herewith.

---

SIGNATURES

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 annual report on its behalf.

PLYMOUTH ROCK TECHNOLOGIES INC.
  (Registrant)

/s/Dana WheelerDana WheelerPresident and Chief Executive Officer(Principal Executive Officer)/s/Zara KanjiZara KanjiChief Financial Officer(Principal Financial Officer and Principal Accounting
        Officer)Date: May 29, 2019


---