EX-99.286 16 exhibit99-286.htm EXHIBIT 99.286 Tenet Fintech Group Inc.: Exhibit 99.286 - Filed by newsfilecorp.com

 

 

 

 

Peak Fintech Group Inc.

Condensed Interim Consolidated Financial

Statements (Unaudited)

For the three and nine-month periods ended

September 30, 2021, and 2020

 

 

 

 

Financial Statements  
   
Condensed Interim Consolidated Statements of Comprehensive Profit and Loss 2
   
Condensed Interim Consolidated Statements of Changes in Equity 3
   
Condensed Interim Consolidated Statements of Cash Flows 4
   
Condensed Interim Consolidated Statements of Financial Position 5
   
Notes to Condensed Interim Consolidated Financial Statements 6 - 34

Note to the reader : The Interim Consolidated Financial Statements have not been reviewed by the auditor


2

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Comprehensive Profit and Loss

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars, except weighted average number of outstanding shares)
(Unaudited)

      Three-month periods ended     Nine-month periods ended  
  Note   September 30     September 30  
            Restated           Restated  
      2021     2020     2021     2020  
      $     $     $     $  
Revenues     25,695,570     15,116,369     70,584,525     26,329,268  
      25,695,570     15,116,369     70,584,525     26,329,268  
Expenses                          
Cost of service     21,120,835     13,385,347     60,910,889     20,912,490  
Salaries and fringe benefits     1,375,954     386,676     2,792,424     1,099,606  
Service fees     161,859     208,741     468,497     479,205  
Royalty on software     32,524     47,469     107,202     104,370  
Board remuneration     278,191     29,062     549,020     51,405  
Consulting fees     118,310     1,181,765     300,052     2,034,766  
Management fees     11,670     15,729     38,844     55,261  
Professional fees     417,868     154,345     1,330,750     340,879  
Administrative and indirect cost     -     (16,246 )   -     221,582  
Public relations and press releases     421,775     88,207     678,256     140,112  
Office supplies, software and utilities     (1,517 )   26,777     86,968     129,088  
Lease expenses     11,510     11,570     34,327     34,673  
Insurance     35,637     10,112     77,809     31,890  
Finance costs 16.4   41,606     280,584     137,374     800,934  
Pre-acquisition expenses assumed on                          
consolidation of a subsidiary 4   216,421     -     216,421     -  
Expected credit loss 5   (44,286 )   451     (35,040 )   588,748  
Travel and entertainment     77,510     55,943     155,176     138,200  
Stock exchange and transfer agent costs     165,154     65,857     318,523     101,973  
Translation cost and others     16,150     6,676     137,035     20,618  
Reversal of impairment loss 8   -     -     (193,717 )   -  
Depreciation of property and equipment 7   22,545     21,495     65,847     64,649  
Gain on bargain purchase 4   (1,910,598 )   -     (1,910,597 )   -  
Amortization of intangible assets 8   462,831     67,616     685,263     231,896  
Expiration of deferred finance cost     -     -     -     353,377  
Amortization of financing initial costs     6,799     10,441     20,175     11,137  
Change in fair value of contingent                          
consideration payable 4   171,432     (217,325 )   171,432     (217,325 )
Depreciation of right-of-use assets 7   105,972     137,209     219,878     350,819  
(Gain) Loss on foreign exchange     (4,128 )   2,776     (31,981 )   60,526  
      23,312,024     15,961,277     67,330,827     28,140,879  
Profit (loss) before income taxes     2,383,546     (844,908 )   3,253,698     (1,811,611 )
Income tax     857,260     123,504     1,821,043     501,404  
Net profit (loss)     1,526,286     (968,412 )   1,432,655     (2,313,015 )
                           
Net profit (loss) attributable to:                          
Non-controlling interest     169,752     350,015     861,311     615,079  
Owners of the parent     1,356,534     (1,318,427 )   571,344     (2,928,094 )
      1,526,286     (968,412 )   1,432,655     (2,313,015 )
                           
Item that will be reclassified subsequently to profit or loss                          
Currency translation adjustment     (1,003,357 )   (472,282 )   (782,277 )   (926,733 )
Total comprehensive profit (loss)     2,529,643     (496,130 )   2,214,932     (1,386,282 )
                           
Net profit (loss) and total comprehensive profit (loss) attributable to:                          
Non-controlling interest     205,593     446,671     820,190     880,821  
Owners of the parent     2,324,050     (942,801 )   1,394,742     (2,267,102 )
      2,529,643     (496,130 )   2,214,932     (1,386,281 )
                           
Weighted average number of outstanding shares     80,351,626     43,324,341     69,298,789     39,317,044  
                           
Basic and diluted profit (loss) per share     0.017     (0.030 )   0.008     (0.074 )
                           

Going concern uncertainty (note 2)

Subsequent events (note 21)

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

Note to the reader : The Interim Consolidated Financial Statements have not been reviewed by the auditor


3

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Financial Position

As at September 30, 2021 and December 31, 2020
(In Canadian dollars)

(Unaudited)

      September 30     December 31  
  Note   2021     2020  
               
      $     $  
ASSETS     Unaudited     Audited  
Current              
Cash     36,398,828     5,873,876  
Restricted cash 12   63,333     80,091  
Loans receivable 5   16,270,100     15,425,242  
Assets held for esale     266,224     183,732  
Debtors 6   35,867,825     30,575,357  
Deposit for investments     492,500     194,900  
Prepaid expenses     458,240     989,718  
      89,817,050     53,322,916  
Loans receivable 5   4,019,085     3,999,446  
Property and equipment 7   997,127     529,372  
Intangible assets 8   35,089,924     3,163,877  
Deferred Tax assets     818,978     291,931  
      130,742,165     61,307,542  
               
LIABILITIES              
Current              
Accounts payable, advances and accrued liabilities 9   14,371,288     26,559,427  
Lease liabilities 10   168,037     117,709  
Current tax liabilities     3,665,175     1,568,626  
Debentures 11   -     23,311  
Conversion option     -     3,489  
      18,204,500     28,272,562  
Bonds 12   299,026     258,933  
CEBA Loan     40,000     40,000  
Lease liabilities 10   582,283     121,797  
Contingent consideration payable 4   10,036,542     -  
      29,162,351     28,693,292  
               
SHAREHOLDERS' DEFICIENCY              
Capital stock 13   89,258,655     39,131,010  
Shares to be issued 4   6,000,000     511,221  
Contributed surplus     22,243,418     11,582,653  
Accumulated other comprehensive income     682,616     (140,782 )
Deficit     (29,669,028 )   (30,240,372 )
Shareholders' equity attributable to owners of the parent     88,515,661     20,843,730  
Non-controlling interest     13,064,153     11,770,520  
Total shareholders' equity     101,579,814     32,614,250  
      130,742,165     61,307,542  
               

Going concern uncertainty (note 2), subsequent events (note 21)

On behalf of the Board,

 

 

     
     

/S/ Johnson Joseph

 

/S/ Charles-André Tessier

Director

 

Director



4

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Cash Flows

For the three and nine-month periods ended September 30, 2021 and 2020
(In Canadian dollars)

(Unaudited)

      Three-month periods ended     Nine-month periods ended  
      September 30     September 30  
            Restated           Restated  
  Note   2021     2020     2021     2020  
      $     $     $     $  
                           
OPERATING ACTIVITIES                          
Net profit (loss)     1,526,286     (968,412 )   1,432,655     (2,313,015 )
Non-cash items                          
Expected credit loss 5   (44,286 )   451     (35,040 )   588,748  
Depreciation of property and equipment 7   22,545     21,495     65,847     64,649  
Depreciation of right-of-use assets 7   105,972     137,209     219,878     350,819  
Amortization of intangible assets 8   462,831     67,616     685,263     231,896  
Amortization of initial cost debenture     6,799     -     20,175     -  
Revaluation of impairment loss 8   -     -     (193,717 )   -  
Accretion of debentures and bonds 11, 16.4   7,047     147,475     20,601     426,153  
Accretion of lease interest 10, 16.4   26,277     -     40,247     -  
Issuance of shares for settlement of debt 13   -     563,375     15,000     1,198,373  
Issuance of warrants for settlement of debt 13   -     233,482           233,482  
Expiration of deferred financing cost     -     -     -     353,377  
Pre-acquisition expenses assumed on consolidation of a subsidiary 4   216,421     -     216,421     -  
Change in fair value of contingent consideration payable 4   171,432     (217,325 )   171,432     (217,325 )
Share-based compensation 14   815,801     78,290     1,557,006     260,412  
Gain on bargain purchase 4   (1,910,597 )   -     (1,910,597 )   -  
                           
Loans receivable maturing in more than 12 months 5   949,511     925,704     (19,639 )   5,477,969  
Net changes in working capital items                          
Income tax payable     2,485,726     133,117     2,096,549     389,279  
Accounts receivable 6   20,543,495     (12,226,908 )   16,047,029     (15,986,658 )
Deposits made for transactions on plateforms 6   (11,148,198 )   -     (11,148,198 )   -  
Prepayment to third party subcontractors 6   (11,595,993 )   -     (11,595,993 )   -  
Other debtors 6   8,300,254     56,651     1,435,991     493,985  
Loans receivable maturing in less than 12 months 5   (158,996 )   (771,742 )   (892,309 )   (4,214,993 )
Prepaid expenses     110,929     96,000     792,184     331,106  
Deferred tax asset     (527,047 )   -     (527,047 )   -  
Accounts payable, advances and accrued liabilities 9   (18,308,787 )   11,503,421     (18,838,504 )   11,850,144  
Proceeds (repayments) re advances from third parties     (3,113,772 )   (268,910 )   819,378     1,889,054  
Cash flows from operating activities     (11,056,350 )   (489,011 )   (19,525,389 )   1,407,455  
                           
INVESTING ACTIVITIES                          
Property and equipment - additions 7   (24,167 )   -     (28,480 )   (3,862 )
Property and equipment - disposals 7   159     -     6,148     -  
Intangible asset - additions 4, 8   (8,630,952 )   (345,740 )   (9,420,160 )   (820,723 )
Cash flows from investing activities     (8,654,960 )   (345,740 )   (9,442,492 )   (824,585 )
                           
FINANCING ACTIVITIES                          
Proceeds from advances made from a Director     -     5,600     -     15,680  
Repayment of advances made from affiliates     (30,050 )   -     (40,133 )   -  
Repayment of advances made from a Director     -     -     (270,911 )   -  
Repayment of lease liabilities 10   (195,050 )   (107,968 )   (271,223 )   (359,815 )
Proceeds fom the issuance of shares and warrants 13   47,981,290     2,882,400     47,981,290     3,804,400  
Proceeds from the issuance of debentures 11   -     -     -     50,000  
Proceeds from the issuance of Bonds 12   -     -     -     298,248  
Proceeds from the issuance of CEBA Loan     -     -     -     40,000  
Proceeds from the exercise of warrants 13   3,708,557     -     9,594,871     -  
Proceeds from the exercise of options 14   886,253     -     1,003,753     -  
Subscriptions for shares from non-controlling interest     189,532     -     189,532     -  
Cash flows from financing activities     52,540,532     2,780,032     58,187,179     3,848,513  
                           
IMPACT OF FOREIGN EXCHANGE     967,068     649,249     794,200     1,243,677  
Net increase in cash     33,796,290     2,594,530     30,013,498     5,675,060  
                           
Cash, beginning of period     2,171,175     4,798,039     5,953,967     1,717,509  
                           
Cash, acquired on acquisition of subsidiaries     494,697     -     494,697     -  
Cash, end of period     36,462,161     7,392,569     36,462,161     7,392,569  
                           

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

Note to the reader : The Interim Consolidated Financial Statements have not been reviewed by the auditor


5

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Changes in Equity

For the nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

                                Equity     Accumulated           Total              
                                component of     other           attributable     Non     Shareholders'  
        Number of     Capital stock     Equity to     Contributed     convertible     comprehensive           to owners of     Controlling     equity  
  Note     common shares     Amount     issue     surplus     debentures     income     Deficit     parent     interest     (deficiency)  
        (number of shares -                                                        
        see note 15)     $     $     $     $     $     $     $     $     $  
Balance as of January 1, 2021       59,012,095     39,131,010     511,221     11,582,653     -     (140,782 )   (30,240,372 )   20,843,730     11,770,520     32,614,250  
Issuance of shares and warrants 13     13,149,999     41,922,442           10,677,558                       52,600,000           52,600,000  
Issuance of shares and warrants to settle debts 13                                                              
owed for services provided 13     16,676     67,800                                   67,800           67,800  
Shares to be issued for business acquisition 4     600,000           6,000,000                             6,000,000           6,000,000  
Issuance of for shares business acquisition 4,13     511,169     403,610     (403,610 )                           -           -  
Issuance costs - shares and warrants 13           (4,618,710 )                                 (4,618,710 )         (4,618,710 )
Issuance costs - broker compensation warrants 13           (1,875,595 )         1,875,595                       -           -  
Conversion of convertible debentures 11     25,000     27,483                                   27,483           27,483  
Exercise of warrants and broker warrants 13     9,272,738     12,310,172     (107,611 )   (2,527,705 )                     9,674,857           9,674,857  
Exercise of options 14     607,500     1,890,443           (921,690 )                     968,753           968,753  
Share-based compensation 14                       1,557,006                       1,557,006           1,557,006  
Subscription for shares by non-controlling interest                                                       473,443     473,443  
Transactions with owners       83,195,176     89,258,655     6,000,000     22,243,418     -     (140,782 )   (30,240,372 )   87,120,919     12,243,963     99,364,882  
Net profit                                           571,344     571,344     861,311     1,432,655  
Other comprehensive loss                                     823,398           823,398     (41,121 )   782,277  
Total comprehensive (loss) profit for the year       -     -     -     -     -     823,398     571,344     1,394,742     820,190     2,214,932  
Balance as of September 30, 2021       83,195,176     89,258,655     6,000,000     22,243,418     -     682,616     (29,669,028 )   88,515,661     13,064,153     101,579,814  
                                                                 
Balance as of January 1, 2020       36,029,607     24,234,623     493,414     9,580,333     47,891     (1,054,211 )   (23,623,950 )   9,678,100     10,441,584     20,119,684  
Issuance of shares 13     11,747,906     3,775,336           1,527,750                       5,303,086           5,303,086  
Shares to be issued for business acquisition 4     -     -     37,261     -     -     -     -     37,261     -     37,261  
Shares to be issued to consultant 13     -     -     139,381                             139,381           139,381  
Exercise of warrants on surrendering of debenture 12     670,000     730,963     -     (132,865 )   -     -     -     598,098     -     598,098  
Issuance of convertible debenture 13     -     -     -     11,273     9,408     -     -     20,681     -     20,681  
Conversion of convertible debenture 13     50,000     50,678     -           (2,940 )   -     -     47,738     -     47,738  
Issuance of warrants for service 13                       233,482                       233,482           233,482  
Issuance costs 13     -     (226,554 )   -     78,140     -     -     -     (148,414 )   -     (148,414 )
Issuance of bonds 12     -     -     -     64,896     -     -     -     64,896     -     64,896  
Share-based compensation 14     -     -     -     260,412     -     -     -     260,412     -     260,412  
Transactions with owners       48,497,513     28,565,046     670,056     11,623,421     54,359     (1,054,211 )   (23,623,950 )   16,234,721     10,441,584     26,676,305  
Net (loss) profit       -     -     -     -     -     -     (2,928,094 )   (2,928,094 )   615,079     (2,313,015 )
Other comprehensive loss       -     -     -     -     -     926,733     -     926,733     265,742     1,192,475  
Total comprehensive loss for the year       -     -     -     -     -     926,733     (2,928,094 )   (2,001,361 )   880,821     (1,120,540 )
Balance as of September 30, 2020 (restated)       48,497,513     28,565,046     670,056     11,623,421     54,359     (127,478 )   (26,552,044 )   14,233,360     11,322,405     25,555,765  
                                                                 

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

Note to the reader : The Interim Consolidated Financial Statements have not been reviewed by the auditor


PEAK FINTECH GROUP INC.

6

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

1 - GOVERNING STATUTES, NATURE OF OPERATIONS AND GENERAL INFORMATION

Peak Fintech Group Inc. (hereinafter ''Peak'' or the "Company") was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on May 13, 2008, and continued under the Canada Business Corporations Act on April 4, 2011. Peak Fintech Group Inc.'s executive offices are located at 550 Sherbrooke Street West, Suite 265, Montréal, Québec, Canada. Its shares are traded on the Canadian Stock Exchange (CSE) under the symbol "PKK". Its shares are quoted in the U.S. on the OTC Market's Groups (OTCQX) under the symbol ''PKKFF''.

Peak is the parent company of a group of innovative financial technology (Fintech) subsidiaries operating in China's commercial lending industry. Peak's subsidiaries use technology, analytics and artificial intelligence to create an ecosystem of lenders, borrowers and other participants in China's commercial lending space where lending operations are conducted rapidly, safely, efficiently and with the utmost transparency.

2 - GOING CONCERN UNCERTAINTY AND COVID-19

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.

The level of revenue currently being generated is not presently sufficient to meet the Company's working capital requirements and business growth intiatives . The Company's ability to continue as a going concern is dependent upon its ability to raise additional financing. Even if the Company has been successful in the past in doing so, including a financing by prospectus that generate a net cah inflow of $47,981,290 in the thirs quarte of 2021, there is no assurance that it will manage to obtain additional financing in the future. Also, the Company incurred a net profit of $4,030,417 for the nine-month period ended September 30, 2021 (year ended December 31, 2020 - $5,513,511), it has an accumulated deficit of $27,0$71,266 as at September 30, 2021 ($30,240,372 as at December 31, 2020) and it has not yet generated positive cash flows from operations on a regular basis. Until that happens, the company will continue to assess its working capital needs and undertake whatever initiatives it deems necessary to ensure that it continues to be in a position to meet its financial obligations. These material uncertainties cast some significant doubt regarding the Company's ability to continue as a going concern.

The World Health Organization declared the COVID-19 outbreak as a global pandemic in March 2020. Since that time, businesses all over the world from a wide swath of industries have seen their operations negatively impacted by the health and safety measures, including limitations on the movement of goods and individuals, put into place by local governments to help control the spread of the outbreak. Although those measures have been relaxed in recent months, which has allowed many businesses, including the Company, to slowly resume their operations, there still remains a great deal of uncertainty as to the extent and duration of the future impact of COVID-19 on global commerce and the Company's business.

These condensed interim consolidated financial statements do not include any adjustments or disclosures that may be necessary should the Company not be able to continue as a going concern. If this were the case, these adjustments could be material.

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Statement of compliance with IFRS

These condensed interim consolidated financial statements for the nine-month period ended September 30, 2021, have been prepared in accordance with the International Accounting Standard 34, Interim Financial Reporting (''IAS 34''). Since they are condensed financial statements, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (''IFRS'') as issued by the International Accounting Standards Board (''IASB''), have been voluntarily omitted or summarized.

The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements have been set out in note 5 of the Company's consolidated financial statements for the year ended December 31, 2020. There have not been any significant changes in judgments, estimates or assumptions since then. These condensed interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2020.


PEAK FINTECH GROUP INC.

7

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 Statement of compliance with IFRS (Continued)

The same accounting policies and methods of computation were used in the preparation of these condensed interim consolidated financial statements as were followed in the preparation of the consolidated financial statements for the year ended December 31, 2020 except for new standards and interpretations effective January 1, 2021.

These condensed interim consolidated financial statements for the three and nine-month periods ended September 30, 2021 (including comparative figures) were approved by the Board of Directors on November 15, 2021.

3.2 Basis of measurement

These consolidated financial statements are prepared on an accrual basis using the historical cost method.

3.3 Basis of Consolidation

These condensed interim consolidated financial statements include the accounts of Peak and all of its subsidiaries. The Company attributes total comprehensive income or loss of the subsidiary between the owners of the parent company and the non-controlling interests based on their respective ownership interests.

The following entities have been consolidated within these condensed interim consolidated financial statements:

 

 

 

% of ownership

 

Functional

Entities

Registered

 

and voting right

Principal activity

Currency

           

Peak Fintech Group Inc.

Canada

 

 

Holding and parent company

Canadian dollar

           

Asia Synergy Limited

Hong Kong

 

100%

Holding

U.S. $

           

Asia Synergy Holdings

China

 

100%

Holding

Renminbi

           

Asia Synergy Technologies Ltd.

China

 

100%

Technology based product procurement
facilitator

Renminbi

           

Asia Synergy Supply Chain Technologies Ltd (1)

China

 

100%

Technology based product procurement
facilitator

Renminbi

           

Asia Synergy Solar-Gas & Oil Supply Chain
Management Co.,Ltd (1)

China

 

100%

Technology based product procurement
facilitator

Renminbi

           

Asia Synergy Data Solutions Ltd.

China

 

100%

Fintech

Renminbi

           

Asia Synergy Credit Solutions Ltd

China

 

100%

Credit outsourcing services

Renminbi

           

Asia Synergy Supply Chain Ltd

China

 

51%

Supply chain services

Renminbi

           

Asia Synergy Insurance Services Co.,Ltd (1)

China

 

100%

Fintech

Renminbi

           

Wuxi Aorong Ltd.

China

 

100%

Holding

Renminbi

           

Asia Synergy Financial Capital Ltd

China

 

51%

Financial institution

Renminbi

           

Beijing Huike Internet Technology (note 4.1)

China

 

100%

Technology based product facilitator

Renminbi

           

Wechain (Nanjing) Technology Service Co., Ltd.
(note 4.1)

China

 

51%

Fintech

Renminbi

           

Beijing Kailifeng New Energy Technology Co., Ltd. (1)

China

 

51%

Technology based product facilitator

Renminbi



PEAK FINTECH GROUP INC.

8

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Basis of Consolidation (continued)

(1): Creation of new subsidiaries

In November 2020, the Company created a new subsidiary called Asia Synergy Supply Chain Technology ("ASST") being a wholly owned subsidiary of the Company, Asia Synergy Technologies ("AST"), for the purpose of being involved in the distribution of food products and beverages. As a result, AST owns 100% interest in ASST.

In May 2021, the Company created a new subsidiary called Asia Synergy Solar-Gas & Oil Supply Chain Management Co. Ltd ("AJP") being a wholly owned subsidiary of the Company, Asia Synergy Technologies ("AST"), for the purpose of being involved in distribution of different products within the gas and oil retail industry. As a result, AST owns 100% interest in AJP.

In June 2021, the Company created a new subsidiary called Asia Synergy Insurance Service Co. Ltd ("ASSI") being a wholly owned subsidiary of the Company, Asia Synergy Data Solutions Ltd.("ASDS"), for the purpose of being involved in the distribution of insurance products in China. As a result, ASDS owns 100% interest in ASSI.

In September 2021, the Company created a new subsidiary, Beijing Kailifeng New Energy Technology Co. Ltd., for the purpose of being involved in the distribution of clean energy products. Kalifeng is a wholly owned subsidiary of the Company, Asia Synergy Data Solutions Ltd. ("ASDS").

The subsidiaries each have an annual reporting date of December 31 and are incorporated in either Canada, Hong Kong or China. All intercompany transactions and accounts were eliminated upon consolidation, including unrealized gains or losses on intercompany transactions. Where unrealized losses on intercompany asset sales are reversed upon consolidation, the underlying asset is also tested for impairment from the Company's perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

Profit or loss of subsidiaries acquired or disposed of during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

3.4 Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the parent company.

3.5 New Standards adopted as at January 1, 2021

Some accounting pronouncements which have become effective from January 1, 2021, and have therefore been adopted do not have a significant impact on the Company financial results or position.

4 - BUSINESS COMBINATIONS

4.1 Acquisition of subsidiaries - Huike and Wechain

On September 1, 2021, the Company, through it subsidiary Asia Synergy Data Solutions ("ASDS"), acquired 100% of the share capital of Beijing Huike Internet Technology ("Huike") and also 51% of the issued share capital of Wechain (Nanjing) Technology Service Co., Ltd ("Wechain").

Huike, which was incorporated on March 13, 2019, was acquired to be the vehicle that will be the gatekeeper of the Heartbeat platform acquired from Huayan Kun Tai Technology Company Ltd "(Huayan") (refer to 4.2 below). Huike will operate the Heatbeat platform which distributes various solutions to insurers and insurance brokers in China and in return it will earn service fees based on the value of transactions occurring on the platform. During the period leading up to its acquisition by ASDS, the company traded and incurred pre- acquisition costs on behalf of the group totalling $749,143. These were initially capitalized and formed part of it acquisition balance sheet. On consolidation of Huike these costs have been written off as pre-acquisition expenses and have been offset against the bargain purchase arising on acquisition of the Heatbeat assets in the condensed interim consolidated statements of profit and loss.

Wechain, which was incorporated on September 16, 2020, was acquired to operate the Weiliangou (BBC) platform which will develop analytics and AI software used by banks and financial institutions in China. During the period leading upto its acquisition by ASDS, the company traded and incurred pre-acquisition costs on behalf of the group totalling $216,421 which were initally capitalised and formed part of it acquisition balance sheet. On consolidation of Wechain these expenses have been written off as pre-acquisition expenses to the condensed interim consolidated statements of profit and loss.


PEAK FINTECH GROUP INC.

9

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

4 - BUSINESS COMBINATIONS (CONTINUED)

The acquisitions of Huike and Wechain were determined to constitute business combinations and, accordingly, the acquisitions have been accounted for using the acquisition method of accounting.

As at September 1, 2021, the fair value of consideration paid/payable and that of the identifiable assets acquired were as follows:

    Huike     Wechain  
Fair value of consideration transferred   $     $  
Cash consideration paid   -     -  
             
Identifiable net assets acquired            
Cash   185,830     308,867  
Pre-acquisition costs   749,143     216,421  
Other current assets   257,011     384  
Property and equipment   1,574     12,942  
Other non-current assets   -     3,310  
Accounts payable and accrued liabilities   (1,193,558 )   (541,924 )
Identifiable total net assets   -     -  
Goodwill on acquisition   -     -  
    -     -  

4.2 Acquisition from Huayan Kun Tai Technology Company Ltd

On September 1, 2021, Peak, acquired certain assets and personnel from Huayan Kun Tai Technology Company Ltd ("Huayan") (the "Heartbeat Acquisition"). Huayan, primarily through its Heartbeat insurance product management and brokerage platform, provides various SaaS (software as a service) solutions to insurers and insurance brokers in China. The transfer included all of Huayan's assets, including the Heartbeat platform, its employees and its operations. The assets acquired comprise intangible assets consisting primarily of the Heartbeat platform.

The purchase price for the Heartbeat Acquisition totals $31,000,000 split between upfront consideration totalling $17,000,000, comprising cash of $11,000,000 and the issuance of 600,000 common shares of the company valued at $10 per share ($6,000,000). A further two share instalments with a maximum combined value of $14,000,000 are payable as at the company's 2022 and 2023 fiscal year ends, if certain financial performance metrics related to net profit target of Heartbeat business are achieved during the first 28 months of operations. The total fair value of the consideration payable was estimated at $26,865,110.

As at September 30, 2021, due to administrative delay, cash payments totalling $4,459,350 relating to this transaction remained unpaid and the 600,000 shares had not yet been issued. These were included in the accounts payable, advances and accrued liabilities and in shares to be issued in the condensed interim consolidated statements of financial position and changes in equity. The amounts were settled on November 9, 2021 and October 5, 2021 respectively.

The fair value of the Heartbeat asset acquired was estimated at $29,524,851 based on management's financial projections for the Heatbeat assets over the first 28 months of operations. The Company used probability-weighted estimates, assumptions about certain financial performance metrics and an appropriate discount rate to estimate the net present value of projected cashflows. The intangible assets acquired under the agreement have been identified as the Heartbeat insurance product management and brokerage platform. This will be amortized on a straight-line basis with a useful life of 10 years.


PEAK FINTECH GROUP INC.

10

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

The Heartbeat Acquisition was determined to constitute a business combination and, accordingly, the acquisition has been accounted for using the acquisition method of accounting.

Fair value of consideration transferred   $  
Consideration paid      
Cash   11,000,000  
Issuance of 600,000 shares of the Company at $10 / share   6,000,000  
Total consideration due for payment as at September 30, 2021   17,000,000  
Contingent consideration payable      
Issuance of shares of the Company on December 31, 2022 - up to $8,000,000 in value   6,109,357  
Issuance of shares of the Company on December 31, 2023 - up to $6,000,000 in value   3,755,753  
Total estimated contingent consideration payable at September 1, 2021   9,865,110  
Total consideration (paid and contingent consideration)   26,865,110  
Gain on bargain purchase to profit and loss   1,910,598  
       
    28,775,708  
Identifiable net assets acquired      
Intangible assets - Heartbeat platform   29,524,851  
Pre-acquisition costs written off (Huike) (refer 4.1)   (749,143 )
Identifiable total net assets   28,775,708  
Goodwill on acquisition   -  
    28,775,708  

At the acquisition date, the Company recognized a gain on bargain purchase of $1,910,598, being the difference between the fair value of the identifiable assets acquired, net of the pre-acquisition expenses incurred by Huike (refer to 4.1), and the estimated fair value of the consideration paid and payable.

At each balance date, the Company will revise its estimation of the fair value of the contingent consideration payable and record an accretion entry accordingly. The re-evaluation process will take into account the historical performance of the operations of Huike and Heatbeat platform compared to agreed targets and discount the resultant estimate of the value of share instalments payable. As at September 30, 2021, the value of contingent consideration payable was estimated as $10,036,542 and consequently an amount of $171,432 was recorded as an expense in the condensed interim consolidated statements of comprehensive profit and loss with a credit recorded in the condensed interim consolidated statement of financial position as contingent consideration payable.

4.3 Acquisition from Wuxi Wenyi Financial Services Co.

On January 1, 2019, the Company, through its subsidiary called Asia Synergy Credit Solutions ("ASCS"), transferred certain assets and personnel from Wuxi Wenyi Financial Services Co. Wenyi offers turn-key credit outsourcing services to banks and other lending institutions in China. The asset transfer was made to enhance the Company position in the commercial lending market in China. The assets acquired were intangible assets consisting of loan-servicing agreements. The assets acquired were determined to constitute a business combination and, accordingly, the acquisition was accounted for using the acquisition method of accounting.

The purchase price payable for this acquisition was to be settled with the issuance of up a maximum of 2,000,000 shares of the Company. The final value of consideration payable was contingent on achievement by ASCS of certain financial performance metrics during its first 18 months of operations. In the event that 2,000,000 shares were to be issued after the 18-month period and the listed common share price of the Company was less than $1.00 at that time, the Company was to issue additional shares to bring the aggregate consideration value to $2,000,000.

As at September 30, 2020, the 18 month perfomance period concluded and based on actual results of ASCS the final contingent consideration payable was settled at $530,675. As per the asset transfer agreement, the total number of shares issuable to settle the consideration totalled 1,340,000 at an average issue price of $0.40 per share.

On November 11, 2020, the Company issued 317,663 common shares of the Company, at $0,40 per share, in part settlement ($127,065) of the consideration payable under the asset transfer agreement. On April 8, 2021, the Company issued the final tranche of shares under the agreement (511,169 post consolidation shares at $0,79 per share totalling $403,610). As at September 30, 2021, the consideration remaining payable under the agreement totalled $Nil (December 31, 2020 - $403,610).


PEAK FINTECH GROUP INC.

11

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

One of the Company's subsidiaries in China, named Asia Synergy Financial Capital ("ASFC"), provides various financial services to small and medium size enterprises and entrepreneurs.

The Company provides loans that are either guaranteed by a third party and/or collateral assets. The loans secured with collateral are either secured by second-hand vehicles or by the residential property of the borrower. Loans that are not guaranteed by collateral assets are insured by a third party.

Loans guaranteed by second-hand vehicles.

The second-hand vehicles are valued by the company credit department before approving a loan. The loan value at inception represents typically between 50% to 80% of the collateral value with an average of 76% as at September 30, 2021 (78% as at December 31, 2020). The Second-hand vehicles collateral value is evaluated at the beginning of the loan and periodically during the life of the loan, based on an industry recognized used car guide which has been validated by company personnel, their knowledge, experience and the inspection process before approval of the loan.

Loans guaranteed by second rank mortgage on residential property

Before approving a loan, the Company's credit department will assess the value of any other mortgages taken out on the residential property and put as collateral by the prospective borrower. The loan value at inception typically represents between 25% and 32% of the collateral value exceeding the first rank mortgage taken by the borrower. The value of the residential property is evaluated at the beginning of the loan and periodically during the life of the loan based on a residential broker site, which is validated by the Company personnel, their knowledge, experience and inspection process before approval of the loan.

All the loans secured by collateral assets are registered on the appropriate government regulated system.

Credit Loans guaranteed by a third party

The Company makes loans to small and medium enterprises in the technology sector. Before approving a loan, the Company performs an initial credit evaluation of the borrower. The credit evaluation includes: the borrower company's credit profile, operating performance, financial statements, tax payments/receipt records, shareholders' structure and their individual credit rating. Based on the result of this initial evaluation, the Company will then proceed to sign a loan agreement with the SMEs borrowers. To mitigate the default risk in the case of any overdue situation incurred re these credit loans, a letter of guarantee must also be signed before the loan is finally granted to SMEs borrowers. Accordingly, a 3rd party must accept to provide a full guarantee to cover any overdue principal and interest on behalf of the borrowers. The company will also perform on-going monitoring of SMEs borrowers in the tech industry through visits, phone calls and follow-up on business models development.

For the majority of loans granted, principal and interest are payable by the borrower on a monthly basis.

Loans receivables are described as follows :

    2021-09-30     2020-12-31  
    $     $  
Principal balance loans receivables   20,821,947     20,009,105  
Less expected credit loss (ECL)   (532,762 )   (584,417 )
Loan receivables net   20,289,185     19,424,688  
             
Loans receivables maturing in less than 12 months   16,270,100     15,425,242  
Loans receivables maturing in more than 12 months   4,019,085     3,999,446  
Total loans   20,289,185     19,424,688  

Impaired loans and allowances for credit loss

The Company performed a three-stage forward looking impairment approach to its loan portfolio to measure the expected credit loss as described in detail in note 4.11 of the annual consolidated financial statements for the year ended December 31, 2020.

Credit quality of loans

The following table presents the gross carrying amount of loans receivables at September 30, 2021 and December 31, 2020 , according to credit quality and ECL impairment stages.


PEAK FINTECH GROUP INC.

12

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

ECL is calculated on loan value at the period end that are not insured by a third party with an assumption of a credit loss allocation provision applied as follows:


 

 

 

Credit loss

 

 

Credit loss

allocation

 

 

allocation

applied -

 

Provision %

applied - Auto

Residential

Stage 1 : 1%

1.0%

1.0%

1.0%

Stage 2: 30%

30.0%

1.0%

1.0%

Stage 3 :100%

100.0%

13.0%

1.0%


      Gross              
      Carrying     Allowance for     Net Carrying  
September 30, 2021 %   amount     credit loss     Amount  
      $     $     $  
Stage 1 Not overdue <= 30 Days 83.6%   17,408,384     (249,110 )   17,159,274  
Stage 2 Overdue 30-90 days 0.2%   35,010     -     35,010  
Stage 3 Overdue> 90 days 16.2%   3,378,553     (283,652 )   3,094,901  
Total 100.0%   20,821,947     (532,762 )   20,289,185  

      Gross              
      Carrying     Allowance for     Net Carrying  
December 31, 2020 %   amount     credit loss     Amount  
      $     $     $  
Stage 1 Not overdue <= 30 Days 78.2%   15,652,125     (224,798 )   15,427,327  
Stage 2 Overdue 30-90 days 5.6%   1,110,537     (3,332 )   1,107,205  
Stage 3 Overdue> 90 days 16.2%   3,246,443     (356,287 )   2,890,156  
Total 100.0%   20,009,105     (584,417 )   19,424,688  

The loss allowance for loans to customers as at September 30, 2021, broken down by product type, reconciles to the opening loss allowance for that provision as follows:

    Product Type - Autos  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2020   148     1,880     351,293     353,321  
Individual financial assets transferred to (from) stage 2 (lifetime
expected credit losses)
  181                 181  
Individual financial assets transferred to (from) stage 3                     -  
Credit-impaired financial assets               (193,854 )   (193,854 )
New financial assets originated   (73 )               (73 )
Write-offs               (42,607 )   (42,607 )
Recoveries   (69 )   -     144,291     144,222  
Change in Credit loss allocation + ECL % assumption   (153 )   (1,880 )   16,412     14,379  
Foreign exchange                     -  
                         
Loss allowance as at September 30, 2021   34     -     275,535     275,569  


PEAK FINTECH GROUP INC.

13

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

    Product Type - Residential property  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2020   295     1,452     4,994     6,741  
Individual financial assets transferred to (from) stage 2 (lifetime
expected credit losses)
  55     (1,649 )         (1,594 )
Individual financial assets transferred to (from) stage 3                     -  
Credit-impaired financial assets         (664 )   2,213     1,549  
New financial assets originated   (95 )               (95 )
Write-offs                     -  
Recoveries   164     -     2,255     2,419  
Change in Credit loss allocation + ECL % assumption   18     861     (65 )   814  
Foreign exchange                     -  
                         
Loss allowance as at September 30, 2021   437     -     9,397     9,834  

    Product Type - Credit  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2020   224,355     -     -     224,355  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)   -                 -  
Individual financial assets transferred to (from) stage 3                     -  
Credit-impaired financial assets                     -  
New financial assets originated   (131,720 )               (131,720 )
Write-offs                     -  
Recoveries   219,994                 219,994  
Change in Credit loss allocation + ECL % assumption   (24,364 )               (24,364 )
Foreign exchange                     -  
                         
Loss allowance as at September 30, 2021   288,265     -           288,265  

The loss allowance for loans to customers as at December 31, 2020, broken down by product type, reconciles to the opening loss allowance for that provision as follows:


    Product type - Autos  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2019   11,615     25,382     328,005     365,002  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)*   (17 )   509     -     492  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     (3,806 )   137,974     134,168  
New financial assets originated   (1,477 )   -     -     (1,477 )
Write-offs   -     -     -     -  
Recoveries   (152 )   -     78,307     78,155  
Change in Credit loss allocation + ECL % assumption   (9,821 )   (20,205 )   (192,993 )   (223,019 )
                         
Loss allowance as at December 31, 2020   148     1,880     351,293     353,321  


PEAK FINTECH GROUP INC.

14

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

    Product Type - Residential property  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2019   -     -     -     -  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)*   (98 )   2,933     -     2,835  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     (1,489 )   4,962     3,473  
New financial assets originated   331     -     -     331  
Write-offs   -     -     -     -  
Recoveries   -     -     -     -  
Change in Credit loss allocation + ECL % assumption   62     8     32     102  
                         
Loss allowance as at December 31, 2020   295     1,452     4,994     6,741  

    Product Type - Credit  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2019   -     -     34,945     34,945  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)*   -     -     -     -  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     -     -     -  
New financial assets originated   209,791     -     -     209,791  
Write-offs   -     -     -     -  
Recoveries   -     -     -     -  
Change in Credit loss allocation + ECL % assumption   14,564     -     (34,945 )   (20,381 )
                         
Loss allowance as at December 31, 2020   224,355     -     -     224,355  

6 - DEBTORS

    2021-09-30     2020-12-31  
    $     $  
Sales tax receivable   286,568     21,011  
Advances to a company   -     17,139  
Deposit for acquisition (1)   294,976     -  
Deposits made for transactions on platforms with guarantee (2)   9,660,848     -  
Deposits made for transactions on platforms (3)   1,487,350     -  
Accounts receivable   11,461,033     28,834,941  
Safety deposits with guarantor (4)   717,160     692,766  
Service deposits (5)   -     974,500  
Subscriptions receivable from non-controlling interests   283,912     -  
Other subscriptions receivable   79,985     35,000  
Prepayments to third party subcontractors (6)   11,595,993     -  
    35,867,825     30,575,357  

(1) As per agreements signed with potential shares or asset acquisition by two subsidiaries of the Company. These acquisitions or asset purchase transactions aim to be closed during the fourth quarter of 2021.

(2) As per agreements signed with third parties, subsidiaries of the Company have provided deposits in order to facilitate capital support from financial instutions such as banks and lenders in mainland China. As collateral, the Company kept 10 to 15% of the merchandise in guarantee.

(3) As per agreements signed with third parties, subsidiaries of the Company have provided deposits in order to facilitate capital support from financial instutions such as banks and lenders in mainland China.


PEAK FINTECH GROUP INC.

15

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

6 - DEBTORS (CONTINUED)

(4) As per an agreement with a loan insurance provider, ASCS, a subsidiary of the Company, agreed to maintain a deposit with the loan insurance provider, representing 10% of the value of loans serviced by ASCS, on behalf of certain commercial bank guarantees by loan insurer providers. ASCS's third party financial partners and the Company's ASFC subsidiary have a three- way agreement in place with ASCS under which third party financial partners and ASFC are jointly responsible for providing and maintaining the 10% safety deposit with the loan insurance provider on behalf of ASCS in exchange for a service fee representing a percentage of the amount of the safety deposit provided. The agreement indicates that in case of default by the borrowers, ASCS will retrieve all the rights to realize the collateral.

(5) As per an agreement signed with a third party, ASDS, a subsidiary of the company, has provided deposits which were used to help to get capital support from financial institutions such as banks and lenders in mainland China. The deposits are returnable to ASDS on the termination of the agreement. In exchange, ASDS is entitled to charge a 2% referral fee upon each transaction of truck financial leasing recorded by the hauling company platform of Xi'an Xinruifeng. ASDS retains all rights to the recovery of the $Nil.(December 31, 2020 - $974,500) deposit per the agreement signed.

(6) Subsidiaries of the Company active in supply chain activity made prepayments to suppliers to support operational supply chain processes. These prepayment will be reverted to Company's subsidiaries when services or merchandise transactions are executed.

Debtors amounts are presented on the consolidated statements of financial position net of the allowance for doubtful accounts. In measuring the expected credit losses, the accounts receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due. The expected loss rates are based on the payment profile for sales based on historical credit losses. Accounts receivables are written off by taking in consideration third party guarantee on payment of debtors and if there is no reasonable expectation of recovery.

When measuring the expected credit losses of other debtors, Advances to a company, Safety deposits with guarantor, Service deposits and Subscriptions receivable , are assessed individually due to the low number of accounts. The expected loss rates are based on the payment profile of debtor, assessed by the company's lending hub system.

Debtors are written off (i.e. de-recognized) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Issuer on alternative payment arrangements, amongst other things, are considered indicators of no reasonable expectation of recovery. As at September 30, 2021 an amount of $218,262 ($273,932 at December 31, 2020) was registered for expected credit loss for debtors.

7 - PROPERTY AND EQUIPMENT

    Right-of-use     Office              
    assets     equipment     Vehicles     Total  
    $     $     $     $  
Gross carrying amount                        
Balance as at January 1,2021   1,136,485     122,336     205,358     1,464,179  
Acquisitions   771,642     42,997     -     814,639  
Disposals   -     -     (13,790 )   (13,790 )
Balance as at September 30, 2021   1,908,127     165,333     191,568     2,265,028  
                         
Accumulated amortization                        
Balance as at January 1, 2021   800,066     70,352     64,389     934,807  
Amortization   219,348     31,725     34,653     285,725  
Disposals   -     -     (7,642 )   (7,642 )
Exchange differences   55,819     (560 )   (248 )   55,011  
Balance as at September 30, 2021   1,075,232     101,516     91,152     1,267,901  
Net carrying amount as at September 30, 2021   832,895     63,817     100,416     997,127  
                         
Gross carrying amount                        
Balance as at January 1, 2020   897,453     106,196     205,358     1,209,007  
Acquisition   239,032     16,140     -     255,172  
Balance as at December 31, 2020   1,136,485     122,336     205,358     1,464,179  
                         
Accumulated amortization                        
Balance as at January 1, 2020   415,644     36,546     22,374     474,564  
Amortization   406,762     36,820     50,112     493,694  
Exchange differences   (22,340 )   (3,014 )   (8,097 )   (33,451 )
Balance as at December 31, 2020   800,066     70,352     64,389     934,807  
Net carrying amount as at December 31, 2020   336,419     51,985     140,969     529,372  


PEAK FINTECH GROUP INC.

16

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

8 - INTANGIBLE ASSETS

          Loan servicing                    
          servicing           Cubeler        
    Heartbeat     agreement     Gold River     Interface     Total  
    $     $     $     $     $  
Gross carrying amount                              
Balance as at January 1, 2021   -     1,430,000     2,461,348     2,413,059     6,304,407  
Acquisition   29,524,851     -     -     2,879,511     32,404,362  
Reversal of impairment loss   -     -     193,717     -     193,717  
Balance as at September 30, 2021   29,524,851     1,430,000     2,655,065     5,292,570     38,902,486  
                               
Accumulated amortization                              
Balance as at January 1, 2021   -     286,000     2,461,348     393,182     3,140,530  
Amortization   258,333     107,250     9,686     309,994     685,263  
Exchange differences   -     -     -     (13,231 )   (13,231 )
Balance as at September 30, 2021   258,333     393,250     2,471,034     689,945     3,812,562  
Net carrying amount as at September 30, 2021   29,266,518     1,036,750     184,031     4,602,624     35,089,924  
                               
Gross carrying amount                              
Balance as at January 1, 2020   -     1,430,000     2,461,348     1,354,774     5,246,122  
Acquisition   -     -     -     1,058,285     1,058,285  
Balance as at December 31, 2020   -     1,430,000     2,461,348     2,413,059     6,304,407  
                               
Accumulated amortization                              
Balance as at January 1, 2020   -     143,000     2,461,348     242,364     2,846,712  
Amortization   -     143,000     -     236,850     379,850  
Exchange differences   -     -     -     (86,032 )   (86,032 )
Balance as at December 31, 2020   -     286,000     2,461,348     393,182     3,140,530  
Net carrying amount as at December 31, 2020   -     1,144,000     -     2,019,877     3,163,877  

9 - ACCOUNTS PAYABLE, ADVANCES AND ACCRUED LIABILITIES

    2021-09-30     2020-12-31  
    $     $  
Trade accounts payable and accruals   10,020,692     22,717,164  
Advance from third party, annual interest 10%   395,970     1,391,001  
Advance from a director, no interest (note 17)   -     270,911  
Advance from third party customers, no interest   3,954,626     2,140,217  
Advance from an affiliated company (notes 6 and 17)   -     40,134  
    14,371,288     26,559,427  

10 - LEASE LIABILITIES

    2021-09-30     2020-12-31  
    $     $  
Balance - beginning of year   239,506     452,528  
Additions   719,235     239,032  
Accretion interest   41,018     30,426  
Lease payments   (271,223 )   (517,171 )
Effect of exchange rate change on obligation   21,784     34,691  
Balance - end of period   750,320     239,506  
Current Portion   168,037     117,709  
    582,283     121,797  


PEAK FINTECH GROUP INC.

17

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

10 - LEASE LIABILITIES (CONTINUED)

Following is a summary of the Company's obligations regarding lease payments:

    Payment due by period              
    1 year     2-5 years     Beyond 5 years     Total  
    $     $     $     $  
As at September 30, 2021                        
Lease payments   492,670     911,344     795,860     2,199,874  
                         
As at December 31, 2020                        
Lease payments   116,864     241,844     -     358,708  

11 - DEBENTURES

The carrying value of debentures as at September 30, 2021 and December 31, 2020, were as follows:

    2021-09-30     2020-12-31  
    $     $  
Debenture issued of December 19, 2018   -     -  
Debenture issued of April 24, 2019   -     23,311  
Debenture issued of January 15, 2020   -     -  
Balance - end of period / year   -     23,311  
Current portion   -     23,311  
    -     -  

11 a) Debenture issuance of December 19, 2018

During the nine-month period ended September 30, 2021, Nil (nine-month period ended September 30, 2020 - 500,000) warrants were exercised at a price of $1.00 per share following surrendering of debentures for a total face value of $ Nil (nine-month period ended September 30, 2020 - $500,000) (note 13.3 (c)).

11 b) Debenture issuance of April 24, 2019

The movement during the nine-month period ended September 30, 2021 and the year ended December 31, 2020, relating to this debenture can be summarised as follows:

    2021-09-30     2020-12-31  
    $     $  
Balance at the beginning   23,311     137,638  
Accretion of debentures   683     23,452  
Conversion of debentures   (23,994 )   (137,779 )
Balance at the end   -     23,311  

During the nine-month period ended September 30, 2021, $25,000 (nine-month period ended September 30, 2020, $Nil) face value of debentures were converted to 25,000 (nine-month period ended September 30, 2020 - Nil) common shares of the Company at a price of $1.00 per share.

12 - BONDS

On May 29, 2020, the Company has placed 400 units of secured corporate bonds at $1,000 per unit. Each unit sold was comprised of $1,000 face value bonds, redeemable on June 10, 2023, bearing interest at a nominal rate of 10% payable monthly, plus 20 purchase warrants exercisable into Company common share at $1.00 per share for a period of 36 months from the date of issuance.

The Bonds will be redeemable after 36 months from the date of issuance (the "Initial Maturity Date"). Each holder has a right (the "Initial Extension Right") at the end of the Initial Maturity Date to extend the Bond for another 12 months (the "Initial Extension Period") by giving written notice to that effect to the Company no later than sixty (60) days prior to the Initial Maturity Date. Any holder that has elected to exercise its Initial Extension Right will also have a further right at the end of the Initial Extension Period to extend its Bond for another 12 months (the "Second Extension Period") under the same notice conditions as stated in the Initial Extension.


PEAK FINTECH GROUP INC.

18

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

12 - BONDS (CONTINUED)

If a holder elects to extend its Bonds, the Company may redeem such holder's Bonds at any time on payment of a 5% premium to redeem the Bonds ("Penalty").

The Company has set aside an amount equal to two years of interest in a separate bank account, which will be used to pay interest payable on the Bonds. Any interest accrued on such sum will be in favour of the Company. The set aside amount at September 9, 2021, is $63,333 and is presented under Restricted Cash in the Consolidated statements Financial Position.

Bonds are secured by a pledge on the aggregate assets of the Company, maturing on May 29, 2023. The Company used the residual value method to allocate the principal amount of the bond between the liability and the contributed surplus. Under this method, an amount of $64,896 (net of transaction costs) related to the warrants issued was applied to the contributed surplus. The fair value of the liability component was $227,569 computed as the present value of future principal and interest payments discounted at a rate of 22%.

The fair value of the warrants of $614 was calculated using the Black & Scholes option pricing model and the following weighted average assumptions:

Share price at the date of grant

$0.30

Expected life

3 years

Risk-free interest rate

0.29%

Expected volatility (1)

83.12%

Dividend

0%

Exercise price at the date of grant

$1.00

The Company also granted 57,000 compensation warrants to eligible persons who helped place the bonds units entitling them to purchase a number of Peak common shares equal to 8,0% of the value of debentures they help place, at a price of $0.50 per common share for a thirty-six-month period following the closing date.

The fair value of the compensation warrants of $6,995 was calculated using the Black & Scholes option pricing model and the following weighted average assumptions and was presented as issuance cost of the bonds:

Share price at the date of grant

$0.30

Expected life

3 years

Risk-free interest rate

0.29%

Expected volatility (1)

83.12%

Dividend

0%

Exercise price at the date of grant

$0.50

The movement during the nine-months ended September 30, 2021 and the year ended December 31, 2020, relating this bond can be summarised as follows:

    2021-09-30     2020-12-31  
    $     $  
Balance at the beginning   258,933     -  
Addition   -     400,000  
Accretion of bonds   19,918     13,789  
Amortisation of initial costs   20,175     17,575  
Contributed surplus for warrants   -     (64,896 )
Issuance costs   -     (107,535 )
Balance at the end   299,026     258,933  

13 - SHAREHOLDERS' EQUITY

13.1 Authorized share capital

The share capital of the Company consists of an unlimited number of common shares without par value.

Share Consolidation

Effective July 28, 2020, the Company consolidated its issued and outstanding common shares on the basis of one post-consolidation share for 10 pre-consolidation shares. Unless otherwise stated, all share amounts have been restated retrospectively to reflect this share consolidation.


PEAK FINTECH GROUP INC.

19

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

13 - SHAREHOLDERS' EQUITY (CONTINUED)

Effective July 27, 2021, the Company consolidated its issued and outstanding common shares on the basis of one post-consolidation share for 2 pre-consolidation shares. Unless otherwise stated, all share amounts have been restated retrospectively to reflect this share consolidation.

13.2 Description of the shareholders' equity operations during the nine-month period ended September 30, 2021

a) During the nine-month period ended September 30, 2021, $25,000 of secured debentures with a conversion price of $1.00 per share were converted into common shares of the Company. At the date of conversion these debentures had an amortized cost totalling $23,994. The Company therefore issued 25,000 common shares to the debenture holders and recorded $23,994 in share capital. In addition, amounts of $3,489 related to these debenture conversions, were transferred to capital stock from conversion options in the consolidated statement of financial position.

b) During the nine-month period ended September 30, 2021, the Company issued 16,676 common shares at an average price of $3.05 per share to settle $50,850 of debts related to services received by the Company, of which $15,000 was recorded in public relations fees in the condensed interim consolidated statements of comprehensive profit and loss, $35,850 was recorded against accounts payable and accruals in the condensed interim consolidated statements of financial position.

c) During the nine-month period ended September 30, 2021, the Company issued 7,157,732 common shares at an average exercise price of $0.84 per share for total proceeds of $5,993,925 upon the exercise of share purchase warrants, and $2,135,722 related to exercised warrants were transferred from contributed surplus to share capital in the condensed interim consolidated statements of changes in equity (note 13.4).

d) During the nine-month period ended September 30, 2021, the Company issued 82,500 common shares at an average exercise price of $1.00 per share for total proceeds of $82,500 upon the exercise of stock options, and $79,590 related to exercised stock options were transferred from contributed surplus to share capital in the condensed interim consolidated statements of changes in equity (note 14).

e) On April 8, 2021 the Company issued the final tranche of 511,169 common shares at $0.79 per share with a total consideration of $403,610 in relation to a business combination (refer note 4). Consequently $403,610 was credited to share capital with the offset being debited to equity to issue in the condensed interim consolidated statement of changes in equity.

f) On July 7, 2021, the Company closed a short-form prospectus financing consisting of the sale of 13,149,999 units (a "Unit") at a price of $4,00 per Unit for poceeds of $52,600,000 (net proceeds of $46,105,695 after related expenses). Each unit consists of one (1) common share and half (0.5) common share purchase warrant. Each warrant entitles the holder to purchase one (1) share of the Company at the price of $7.00 each for a period of twenty-four (24) months from the date of issuance.

The fair value of the 6,575,000 warrants was $13,397,109. The value attributed to contributed surplus was $10,677,558. The fair value was calculated using the Black & Scholes option pricing model and the following weighted average assumptions:

Share price at the date of grant

$3.90

Expected life

2 years

Risk-free interest rate

0.48%

Expected volatility (1)

126.75%

Dividend

0%

Exercise price at the date of grant

$7.00

Peak also granted 920,500 compensation warrants to eligible persons who helped place the private placements entitling them to purchase a number of Peak common shares at a price of $7.00 per common share for a twenty-four-month period from the issuance.


PEAK FINTECH GROUP INC.

20

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

13 - SHAREHOLDERS' EQUITY (CONTINUED)

The fair value of the 920,500 compensation warrants was $1,875,595 which was recorded in share issue costs and have been disclosed as a reduction in share capital in the interim condensed consolidated statements of changes in equity with the credit recorded in contributed surplus. The fair value of the warrants was calculated using the Black & Scholes option pricing models and the following weighted average assumptions:

Share prices at the date of grant

$3.90

Expected life

2 years

Risk-free interest rate

0.48%

Expected volatility (1)

126.75%

Dividend

0%

Exercise price at the date of grant

$7.00

In connection with the shot-form prospectus financing, the Company incurred share issue costs totalling $6,247,135 which have been disclosed as a reduction in share capital in the interim condensed consolidated statements of changes in equity.

13.3 Description of the shareholders' equity operations during the nine-month period ended September 30, 2020

a) On February 3, 2020, the Company closed a private placement consisting of the sale of 720,000 units (a ''Unit'') at a price of $0.80 per Unit for proceeds of $576,000. Each unit consists of one (1) common share and half (0.5) common share purchase warrant. Each warrant entitles the holder to purchase one (1) share of the Company at the price of $2.00 each for a period of twenty-four (24) months from the date of issuance.

The fair value of the 360,000 warrants was $157,547. The value attributed to contributed surplus was $112,653. The fair value was calculated using the Black & Scholes option pricing model and the following weighted average assumptions:

Share price at the date of grant

$0.90

Expected life

2 years

Risk-free interest rate

1.42%

Expected volatility (1)

128%

Dividend

0%

Exercise price at the date of grant

$2.00

b) On April 4, 2020, the Company closed a private placement consisting in the sale of 150,000 shares at a price of $0.50 per shares for gross proceeds of $75,000.

c) During the nine-month period ended September 30, 2020, $500,000 of secured debentures were surrendered to exercise share purchase warrants at a price of $1.00 per share pursuant to the private placement closed in December 2017. At the date of conversion, these debentures had a amortized cost totalling $436,402. The Company therefore issued 500,000 common shares at a price of $0.87 per share to the debenture holders and recorded $436,402 in share capital. In addition, a corresponding residual value of $99,153 attributed to these warrants was transferred to capital stock from contributed surplus.


PEAK FINTECH GROUP INC.

21

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

13 - SHAREHOLDERS' EQUITY (CONTINUED)

13.4 Warrants

The outstanding options as at September 30, 2021 and December 30, 2020 and the respective changes during the nine-month periods then ended, are summarized as follows:

          2021-09-30           2020-12-31  
          Weighted           Weighted  
    Number of     average     Number of     average  
    warrants     exercise price     warrants     exercise price  
          $           $  
Outstanding, beginning of period   14,662,750     0.966     9,534,750     1.220  
Granted   14,990,999     3.500     13,465,000     0.656  
Expired   -     -     (715,000 )   1.000  
Extended   -     -     570,000     1.000  
Exercised (1)   (9,472,245 )   1.032     (8,192,000 )   0.780  
                         
Outstanding and exercisable, end of period   20,181,504           14,662,750     0.966  

(1) As at December 31, 2020, 60,000 warrants had been exercised but the shares had not been issued. At December 31, 2020 the value of those shares to be issued, amounting to $107,611, were classified as equity to be issued. These shares were issued in February 2021.

As of September 30, 2021 and December 31, 2020, the number of outstanding warrants which could be exercised for an equivalent number of common shares is as follows:

          2021-09-30           2020-12-31  
    Number     Exercise price     Number     Exercise price  
          $           $  
Expiration date                        
February 2021   -     1.000     500,000     1.00  
April 2021   -     1.000     3,750     1.00  
April 2021   -     1.000     185,000     1.00  
July 2021   10,000     1.600     50,000     1.60  
September 2021   5,000     0.800     305,000     0.80  
October 2021   -     0.800     50,000     0.80  
October 2021   125,000     1.500     125,000     1.50  
December 2021   1,930,000     1.600     3,300,000     1.60  
January 2022   -     1.600     150,000     1.60  
February 2022   360,000     2.000     360,000     2.00  
September 2022   -     1.000     193,334     1.00  
September 2022   -     1.140     290,000     1.14  
September 2022   -     1.220     166,667     1.22  
September 2022   -     2.400     700,000     2.40  
July 2022   647,500     0.500     1,195,000     0.50  
August 2022   1,415,190     0.500     5,167,000     0.50  
October 2022   950,000     0.800     1,150,000     0.80  
October 2022   250,000     1.500     250,000     1.50  
November 2022   -     1.500     500,000     1.50  
May 2023   13,328     1.000     18,000     1.00  
May 2023   3,500     2.000     4,000     2.00  
July 7, 2023   12,870,149     3.500     -     -  
July 7, 2023   1,601,837     3.500     -     -  
    20,181,504           14,662,750        


PEAK FINTECH GROUP INC.

22

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

14 - SHARE-BASED PAYMENTS

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may, from time to time, at its discretion and in accordance with the Exchange regulations, grant to directors, officers, employees and others providing similar services to the Company, non-transferable 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 exercisable for a period of up to 5 years from the date of grant. The options reserved for issuance to any individual director, officer or employee will not exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to others providing services will not exceed 2% of the issued and outstanding common shares. Options may be exercised as of the grant date for a period determined by the Board, but shall not be greater than 5 years from the date of the grant and 90 days following cessation of the optionee's position with the Company. Provided that the cessation of office, directorships or employment or other similar service arrangement was by reason of death (in the case of an individual), the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

The outstanding options as at September 30, 2021 and December 31, 2020 and the respective changes during the nine-month periods then ended, are summarized as follows:

          2021-09-30           2020-12-31  
          Weighted           Weighted  
    Number of     average     Number of     average  
    options     exercise price     options     exercise price  
          $           $  
Outstanding, beginning of period   4,351,750     1.336     2,551,250     1.360  
Granted   920,000     4.256     2,280,500     1.247  
Expired   -     -     (190,000 )   1.000  
Forfeited   -     -     (28,750 )   1.000  
Exercised   (607,500 )   1.605     (261,250 )   1.000  
Outstanding end of period   4,664,250     1.878     4,351,750     1.336  
                         
Exercisable end of period   1,205,050     1.359     1,891,000     1.480  

The table below summarizes the information related to outstanding share options as at September 30, 2021.

    Range of     Number of     Weighted average remaining  
Maturity date   exercise price     options     contractual life (years)  
    $              
June 1, 2022   2.100     390,000     8 months  
November 27, 2022   1.100     18,750     1 year and 1 month  
December 15, 2022   1.600     171,250     1 year and 2 months  
April 16, 2023   1.000     5,000     1 year and 6 months  
June 5, 2023   1.000     288,750     1 year and 8 months  
November 28, 2023   1.000     37,500     2 years and 1 months  
May 1, 2024   1.000     50,000     2 years and 7 months  
May 27, 2024   1.000     447,500     2 years and 7 months  
September 5, 2024   1.000     10,000     2 years and 11 months  
November 1, 2024   1.100     50,000     3 years and 1 month  
November 12, 2024   1.000     5,000     3 years and 1 month  
June 11, 2025   1.000     745,500     3 years and 8 months  
August 7, 2025   0.450     250,000     3 years and 10 months  
October 28, 2025   1.500     1,225,000     4 years and 0 months  
November 6, 2025   2.700     50,000     4 years and 1 month  
January 28, 2026   5.700     25,000     4 years and 3 months  
March 22, 2026   5.500     55,000     4 years and 5 months  
May 13, 2026   4.800     10,000     4 years and 7 months  
July 7, 2026   4.100     825,000     4 years and 9 months  
August 10, 2026   8.000     5,000     4 years and 10 months  
          4,664,250        


PEAK FINTECH GROUP INC.

23

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

14 - SHARE-BASED PAYMENTS (CONTINUED)

The table below summarizes the information related to outstanding share options as at December 31, 2020.


    Range of     Number of     Weighted average remaining  
Maturity date   exercise price     options     contractual life (years)  
    $              
May 25, 2021   1.000     7,500     5 months  
July 8, 2021   1.700     525,000     7 months  
September 1, 2022   2.100     390,000     1 years and 6 months  
November 27, 2022   1.100     18,750     1 year and 11 months  
December 15, 2022   1.600     171,250     2 years  
April 16, 2023   1.000     5,000     2 years and 4 months  
September 5, 2020   1.000     363,750     2 years and 6 months  
November 28, 2023   1.000     37,500     2 years and 11 months  
May 27, 2024   1.000     497,500     3 years and 5 months  
September 5, 2024   1.000     10,000     3 years and 9 months  
November 1, 2024   1.100     50,000     3 years and 11 months  
November 12, 2024   1.000     5,000     3 years and 11 months  
September 11, 2025   1.000     745,500     4 years and 6 months  
August 7, 2025   0.450     250,000     4 years and 8 months  
October 28, 2025   1.500     1,225,000     4 years and 10 months  
06 November 2025   2.700     50,000     4 years and 11 months  
          4,351,750        

During the three and nine-month periods ended September 30, 2021 the Company recorded an expense of $815,801 and $1,557,006 respectively related to share-based payments (periods ended September 30, 2020 - $112,920 and $260,412). The offset was credited to contributed surplus.

14.1

Share-based payments granted to directors and employees during the nine-month period ended September 30, 2021

a) On January 28, 2021 the Company granted options to acquire 25,000 common shares of the Company at an average exercise price of $5.70 to a director.

The options vest over a two-year period and are exercisable over a period of five years .

The fair value of the options granted, amounting to $103,780, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$5.32

Expected life

5 years

Risk-free interest rate

0.46%

Volatility (1)

111%

Dividend

0%

Exercise price at the date of grant

$5.70



PEAK FINTECH GROUP INC.

24

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

14 - SHARE-BASED PAYMENTS (CONTINUED)

b) On May 13, 2021, the Company granted 10,000 options to new employees at an exercise price of $4.80 per share. The options are vesting over a twenty-four-month period following the date of granting and will be exercisable over a period of five years expiring in May 2026.

The options vest over a period of eight, sixteen and twenty-four months and are exercisable over a period of five years .

The fair value of the options granted, amounting to $33,764, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$4.40

Expected life

5 years

Risk-free interest rate

0.95%

Volatility (1)

108%

Dividend

0%

Exercise price at the date of grant

$4.80

(1) The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.

c) On July 7, 2021, the Company granted 825,000 options to certain diectors, officers and key employees at an exercise price of $4.10 per share. The options are vesting over a twenty-four-month period following the date of granting and will be exercisable over a period of five years expiring in July 2026.

The options vest over a period of eight, sixteen and twenty-four months and are exercisable over a period of five years .

The fair value of the options granted, amounting to $2,424,249, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$3.90

Expected life

5 years

Risk-free interest rate

0.93%

Volatility (1)

103.74%

Dividend

0%

Exercise price at the date of grant

$4.10

d) On August 10, 2021, the Company granted 5,000 options to a new employee at an exercise price of $8.00 per share. The options are vesting over a twenty-four-month period following the date of granting and will be exercisable over a period of five years expiring in August 2026.

The options vest over a period of eight, sixteen and twenty-four months and are exercisable over a period of five years .

The fair value of the options granted, amounting to $28,459, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$7.57

Expected life

5 years

Risk-free interest rate

0.41%

Volatility (1)

104.24%

Dividend

0%

Exercise price at the date of grant

$8.00

(1) The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.


PEAK FINTECH GROUP INC.

25

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

14.2 Options granted to consultants during the nine-month period ended September 30, 2021

a) On March 22, 2021 the Company granted options to acquire 55,000 common shares of the Company at an average exercise price of $5.50 to one of its service providers as part of an investors relations agreement.

The options vest over a period of nine months and are exercisable over a period of five years .

The fair value of the options granted, amounting to $235,434, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$5.48

Expected life

5 years

Risk-free interest rate

0.92%

Volatility (1)

109%

Dividend

0%

Exercise price at the date of grant

$5.50

(1) The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.

15 - CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Company's capital management objectives are as follows:

- To ensure the Company's ability to continue its development;

- To provide an adequate return to shareholders.

The Company monitors capital on the basis of the carrying amount of equity which represents $104,177,576 ($32,614,250 as at December 31, 2020).

The Company manages its capital structure and makes adjustments to it to ensure it has sufficient liquidity and raises capital through stock markets to continue its development.

The Company is not subject to any externally imposed capital requirements.

16 - FINANCIAL INSTRUMENTS

16.1 Classification of financial instruments

As at September 30, 2021 and December 31, 2020, the carrying amount of financial assets and financial liabilities were as follows:

                2021-09-30  
    Assets and     Assets and        
    liabilities     liabilities        
    carried at     carried at     Total  
    fair value     amortized cost     carrying value  
    $     $     $  
Financial assets                  
Financial assets measured at amortized cost                  
Cash         36,398,828     36,398,828  
Restricted Cash         63,333     63,333  
Debtors         35,581,257     35,581,257  
Loans receivable         20,289,185     20,289,185  
Deposits for investments         492,500     492,500  
    -     92,825,103     92,825,103  
                   
Financial liabilities                  
Financial liabilities measured at amortized cost                  
Accounts payable and accrued liabilities         14,371,288     14,371,288  
Bonds         299,026     299,026  
CEBA Loan         40,000     40,000  
    -     14,710,314     14,710,314  


PEAK FINTECH GROUP INC.

26

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

16 - FINANCIAL INSTRUMENTS (CONTINUED)

                2020-12-31  
    Assets and     Assets and        
    liabilities     liabilities        
    carried at     carried at     Total  
    fair value     amortized cost     carrying value  
    $     $     $  
Financial assets                  
Financial assets measured at amortized cost                  
Cash         5,873,876     5,873,876  
Restricted Cash         80,091     80,091  
Debtors         29,248,478     29,248,478  
Loans receivable         19,424,689     19,424,689  
Deposits for investments         194,900     194,900  
    -     54,822,034     54,822,034  
                   
Financial liabilities                  
Financial liabilities measured at amortized cost                  
Accounts payable and accrued liabilities         25,128,066     25,128,066  
Debentures         23,311     23,311  
Bonds         258,933     258,933  
CEBA Loan         40,000     40,000  
Financial liabilities carried at fair value                  
Conversion option   (3,489 )         (3,489 )
    (3,489 )   25,450,310     25,446,821  

16.2 Financial risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The main risks the Company is exposed to are credit risk (see note 5), market risk and liquidity risk.

The Company does not actively engage in the trading of financial instruments for speculative purposes.

No changes were made in the objectives, policies and processes related to financial instrument risk management during the reporting periods.

The most significant financial risks to which the Company is exposed are described below.


PEAK FINTECH GROUP INC.

27

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

 16 - FINANCIAL INSTRUMENTS (CONTINUED)

16.3 Financial risks

16.3.1 Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient amount. The Company's objective is to maintain a cash position sufficient to cover the next twelve-month obligations (notes 2 ).

The Company's non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarized below:

                2021-09-30  
          Current     Long-term  
    Within           More  
    6 months     6 to 12 months     than 12 months  
    $     $     $  
Accounts payable and accrued liabilities   14,371,288     -     -  
Bonds   -     -     400,000  
CEBA loan   40,000     -     -  
    14,411,288     -     400,000  

                2020-12-31  
          Current     Long-term  
    Within           More  
    6 months     6 to 12 months     than 12 months  
    $     $     $  
Accounts payable and accrued liabilities   26,749,055     -     -  
Debentures   25,000     -     -  
Bonds   -     -     400,000  
CEBA loan   40,000     -     -  
    26,814,055     -     400,000  

The breakdown in Finance costs during the Nine-month period ended September 30, 2021 and 2020 is as follows:

16.4 Finance costs

    2021-09-30     2020-09-30     2021-09-30     2020-09-30  
          (restated)           (restated)  
    (3 months)     (3 months)     (9 months)     (9 months)  
Interest on debentures   -     71,630     333     213,005  
Interest on lease liabilities (note 10)   26,277     8,507     40,247     25,413  
Interest on security deposit and advances   22,697     51,325     76,856     142,778  
Interest on bonds   10,000     10,417     30,000     13,924  
Interest income   (26,343 )   (10,317 )   (36,949 )   (24,564 )
Accretion on debentures and bonds   7,047     147,475     20,601     426,153  
Total interest expense   39,678     279,037     131,088     796,709  
Miscellaneous   1,928     1,547     6,286     4,225  
    41,606     280,584     137,374     800,934  


PEAK FINTECH GROUP INC.

28

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

16 - FINANCIAL INSTRUMENTS (CONTINUED)

16.5 Fair value

The following methods and assumptions were used to determine the estimated fair value for each class of financial instruments:

- The fair value of cash, loans receivables and debtors (except sales tax receivables), accounts payable and accrued liabilities approximate their carrying amount, given the short-term maturity;

- The fair value of the debentures is estimated using a discounted cash flow approach and approximate their carrying amount.

- The fair value of contingent compensation payable related to the acquisition of certain assets and personnel from Wuxi Wenyi Financial Services Co. (note 4) is estimated by probability-weighted cash outflows and reflect management's estimate of a 80% probability that the contract's target level will be achieved and the expected Company's share price.

The Company categorized its financial instruments based on the following three levels of inputs used for fair value measurements:

Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the assets and liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Debentures are level 2 under the fair value hierarchy.

Contingent compensation payable and the option conversion are level 3 under the fair value hierarchy.

17 - RELATED PARTY TRANSACTIONS

The Company's related party transactions do not include, unless otherwise stated, special terms and conditions. No guarantees were given or received. Outstanding balances are usually settled in cash.

Transactions with key management personnel, officers and directors

The Company's key management personnel are, the CEO, the CFO , the China CEO and the members of the Board. Their remuneration includes the following expenses:

    2021-09-30     2020-09-30     2021-09-30     2020-09-30  
          (restated)           (restated)  
    (3 months)     (3 months)     (9 months)     (9 months)  
    $     $     $     $  
Salaries and fringe benefits   197,232     93,677     553,546     311,880  
Share-based payments   747,880     94,311     1,391,300     203,866  
Royalty- Cubeler   32,524     47,469     107,202     104,370  
Management fees paid to a company held by a director   -     -     -     5,775  
Interest on debentures   -     200     -     600  
Total   977,636     235,657     2,052,048     626,491  


PEAK FINTECH GROUP INC.

29

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

 These transactions occurred in the normal course of operations and have been measured at fair value.

As at September 30, 2021, and December 31, 2020 the condensed interim consolidated statement of financial position includes the following amounts with related parties:

    2021-09-30     2020-12-31  
    $     $  
Advance from a director to a subsidiary, no interest   -     270,911  
Subscriptions to be received   -     25,000  
Payable to an affiliated company   (206,955 )   (40,134 )
    (206,955 )   255,777  

The Company's related party transactions do not include, unless otherwise stated, special terms and conditions. No guarantees were given or received. Outstanding balances are usually settled in cash.

18 - SEGMENT REPORTING

The Company has determined that there were two operating segments, which are defined below. For presentation purposes, other activities are grouped in the 'Other' heading. Each operating segment is distinguished by the type of products and services it offers and is managed separately as each requires different business processes, marketing approaches and resources. All inter-segment transfers are carried out at arm's length prices based on prices charged to unrelated customers in stand-alone sales of identical goods and services.

The operating segments are detailed as follows:

Fintech Platform

The Fintech Platform segment comprises the procurement and distribution of products within supply chain or facilitating transactions in the commercial lending industry through technology platforms.

18 - SEGMENT REPORTING

Financial Services

The Financial Services segment encompasses providing commercial loans to entrepreneurs and SMEs and the activity of providing turn- key credit outsourcing services to banks and other lending institutions.

Both operating segments are geographically located in China.


PEAK FINTECH GROUP INC.

30

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

18 - SEGMENT REPORTING (CONTINUED)

Other

The "other" category includes the activity and unallocated portion of the Canadian parent company's services and all non-operating holdings registered in Hong Kong and China.

The segment information for the nine-month periods ended September 30, 2021, and 2020 are as follows:

    Nine months ended 2021-09-30   
    Fintech     Financial     Other     Elimination     Total  
    Platform     Services                    
          $     $     $     $  
Revenues (1)                              
Financial service revenue from external   -     1,835,609     -     -     1,835,609  
Fees/sales from external customers   3,022,671     827,237     -     -     3,849,908  
Supply chain services   64,730,021     -     168,988     -     64,899,009  
Inter-segment   669,460     119,034     -     (788,494 )   -  
Total revenues   68,422,152     2,781,879     168,988     (788,494 )   70,584,525  
Expenses                              
Depreciation and amortization   475,874     189,470     15,386     -     680,729  
Interest expense   98,471     4,830     (2,644 )   -     100,657  
All other expenses   (475,874 )   (95,829 )   67,909,637     (788,494 )   66,549,440  
Total expenses   98,471     98,471     67,922,378     (788,494 )   67,330,827  
Profit (loss) before tax   68,323,680     2,683,408     (67,753,390 )   -     3,253,698  
Income tax   1,359,718     456,969     4,356     -     1,821,043  
Net profit (loss)   66,963,963     2,226,439     (67,757,747 )   -     1,432,655  
Non-controlling interest   364,311     497,000     -     -     861,311  
Net profit (loss) attributable to owners of the parent   66,599,652     1,729,439     (67,757,747 )   -     571,344  
                               
Segmented assets   37,622,440     24,588,687     19,368,327     49,162,711     130,742,165  


PEAK FINTECH GROUP INC.

31

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

18 - SEGMENT REPORTING (CONTINUED)

Other (continued)

    Nine months ended 2020-09-30 (restated)  
    Fintech     Financial     Other     Elimination     Total  
    Platform     Services                    
          $     $     $     $  
Revenues (1)                              
Financial service revenue from external   -     2,452,592     -     -     2,452,592  
Fees/sales from external customers   2,130,883     717,082     -     -     2,847,965  
Supply chain services   21,028,711     -     -     -     21,028,711  
Inter-segment   414,382     -     247,705     (662,087 )   -  
Total revenues   23,573,976     3,169,674     247,705     (662,087 )   26,329,268  
Expenses                              
Depreciation and amortization   144,815     395,340     107,209     -     647,364  
Interest expenses   111,660     34,502     640,849     -     787,011  
Outsourcing expenses   20,912,490     -     -     -     20,912,490  
All other expenses   618,901     2,267,307     3,569,893     (662,087 )   5,794,014  
Total expenses   21,787,866     2,697,149     4,317,951     (662,087 )   28,140,879  
Profit (loss) before tax   1,786,110     472,525     (4,070,246 )   -     (1,811,611 )
Income tax (recovery)   392,510     108,894     -     -     501,404  
Net profit (loss)   1,393,600     363,631     (4,070,246 )   -     (2,313,015 )
Non-controlling interest   490,609     124,470     -     -     615,079  
Net profit (loss) attributable to owners of the parent   902,991     239,161     (4,070,246 )   -     (2,928,094 )
                               
Segmented assets   23,365,186     24,273,744     21,777,735     (20,729,128 )   48,687,537  

(1): Revenues from external customers have been identified on the basis of the customer's geographical location, which is China.

The Company's non-current assets (other than financial instruments) are located in the following geographic regions:

    2021-09-30     2020-12-31  
    Non-current     Non-current  
    Assets     Assets  
    $     $  
China   38,875,670     6,548,695  
Canada   1,036,750     1,144,000  
Total   39,912,420     7,692,695  


PEAK FINTECH GROUP INC.

32

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

19 - NON-CONTROLLING INTERESTS

The Company controls two subsidiaries that have significant non-controlling interests (NCIs).

    2021-09-30     2020-12-31  
    % ownership     % ownership  
    and voting rights     and voting rights  
Entities   held the by NCIs     held the by NCIs  
Asia Synergy Supply Chain Ltd ("ASSC")   49%     49%  
Asia Synergy Financial Capital Ltd ("ASFC")   49%     49%  
Wechain (Nanjing) Technology Service Co., Ltd   49%     -  
Beijing Kailifeng New Energy Technology Co., Ltd   49%     -  

    Total comprehensive income              
    allocated to NCI     Accumulated NCI  
    Nine-month                    
    period ending     Year ending     As at     As at  
    2021-09-30     2020-12-31     2021-09-30     2020-12-31  
Asia Synergy Supply Chain Ltd   491,538     921,521     2,015,651     1,334,581  
Asia Synergy Financial Capital Ltd   453,500     407,414     10,889,439     10,435,939  
Wechain (Nanjing) Technology Service Co., Ltd   (120,766 )   -     163,144     -  
Beijing Kailifeng New Energy Technology Co., Ltd   (4,082 )   -     (4,082 )   -  
    820,190     1,328,935     13,064,152     11,770,520  

No dividends were paid to NCIs during the nine-month period ended September 30, 2021 and the year ended December 31, 2020 .


PEAK FINTECH GROUP INC.

33

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

19 - NON-CONTROLLING INTERESTS (CONTINUED)

Summarised financial information for subsudiaries with NCIs, before intragroup eliminations are as follows:

    ASSC     ASFC     Wechain     Kalifeng     Total  
    2021-09-30     2020-12-31     2021-09-30     2020-12-31     2021-09-30     2020-12-31     2021-09-30     2020-12-31     2021-09-30     2020-12-31  
    $     $     $     $     $     $     $     $              
                                                             
Current assets   9,177,437     26,997,077     20,887,935     18,770,871     589,849     -     -     -     30,655,221     45,767,948  
Non-current assets   505     853     4,357,714     4,360,915     130,372     -     -     -     4,488,591     4,361,768  
Total assets   9,177,942     26,997,930     25,245,649     23,131,786     720,221     -     -     -     35,143,812     50,129,716  
                                                             
Current liabilities   4,933,740     24,274,295     2,435,670     1,689,668     342,010     -     8,340     -     7,719,759     25,963,963  
Non-current liabilities   -     -     166,835     144,283     53,503     -     -     -     220,339     144,283  
Total liabilities   4,933,740     24,274,295     2,602,505     1,833,951     395,513     -     8,340     -     7,940,098     26,108,246  
                                                             
Equity attributable to owners of the parent   2,097,923     1,389,054     11,333,906     10,861,896     169,805     -     (4,249 )   -     13,597,385     12,250,950  
                                                             
Non-controlling interests   2,015,651     1,334,581     10,889,439     10,435,939     163,144     -     (4,082 )   -     13,064,152     11,770,520  

    ASSC     ASFC     Wechain     Kalifeng     Total  
                                        Nine-month                    
    Nine-month           Nine-month           Nine-month           period           Nine-month        
    period ending     Year ending     period ending     Year ending     period ending     Year ending     ending     Year ending     period ending     Year ending  
    2021-09-30     2020-12-31     2021-09-30     2020-12-31     2021-09-30     2020-12-31     2021-09-30     2020-12-31     2021-09-30     2020-12-31  
    $     $     $     $     $     $     $     $     $     $  
                                                             
Revenue   20,968,703     38,409,836     1,954,642     2,446,058     -     -     -     -     22,923,345     40,855,894  
Profit for the year attributable to owners of the parent   507,742     958,850     517,286     189,077     (124,313 )   -     (4,249 )   -     896,467     1,147,926  
Profit for the year attributable to NCIs   487,831     921,248     497,000     181,662     (119,438 )   -     (4,082 )   -     861,311     1,102,910  
Profit for the year   995,573     1,880,097     1,014,286     370,739     (243,751 )   -     (8,331 )   -     1,757,778     2,250,836  
                                                             
Other comprehensive income ("OCI") for the year                                                            
OCI attributable to the owners of the parent   3,858     285     (45,276 )   234,967     (1,382 )   -     -     -     (42,799 )   235,251  
OCI attributable to NCIs   3,707     273     (43,500 )   225,752     (1,328 )   -     -     -     (41,121 )   226,026  
OCI for the year   7,565     558     (88,776 )   460,719     (2,710 )   -     -     -     (83,920 )   461,277  
                                                             
Total comprehensive income for the year attributable to the owners of the parent   511,601     959,134     472,010     424,043     (125,695 )   -     (4,249 )   -     853,667     1,383,178  
Total comprehensive income for the year attributable to NCIs   491,538     921,521     453,500     407,414     (120,766 )   -     (4,082 )   -     820,190     1,328,935  
Total comprehensive income for the year   1,003,139     1,880,655     925,510     831,458     (246,461 )   -     (8,331 )   -     1,673,857     2,712,113  
                                                             
Net cash used in operating activities   1,489,543     (1,284,050 )   (1,424,832 )   461,254     (142,353 )   -     8     -     (77,634 )   (822,796 )
Net cash used in investing activities   (2 )   466,250     (3,035 )   15,935     (141,532 )   -     -     -     (144,569 )   482,185  
Net cash from financing activities   (1,355,533 )   743,189     118,304     227,582     256,409     -           -     (980,820 )   970,771  
Foreign exchange differences   36,123     4,693     254,608     927,798     (4,940 )   -     (8 )   -     285,783     932,491  
Net cash (outflow) inflow for the year   170,131     (69,918 )   (1,054,955 )   1,632,569     (32,416 )   -     -     -     (917,240 )   1,562,651  


PEAK FINTECH GROUP INC.

34

Notes to Condensed Interim Consolidated Financial Statements

 

For the three and nine-month periods ended September 30, 2021 and 2020

(In Canadian dollars)
(Unaudited)

 

   

19 - NON-CONTROLLING INTERESTS (CONTINUED)

During the three and nine-month periods ended September 30, 2021, the Company's subsidiary, ASDS along with the non-controlling interests of ASSC and Wechain subscribed for additional share capital in these subsidiaries in the ratio of their relevant ownership percentages. The total value of capital injected by NCIs in ASSC totalled $189,432 and in Wechain totalled $283,912. As at September 30, 2021 the NCI's portion of the capital injection agreed for Wechain was oustanding and has been recorded as a receivable in the condensed interim cosolidated statement of financial position under debtors (refer note 6).

20 - COMPARATIVE FIGURES

Certain comparative figures have been reclassified in order to comply with the basis of presentation adopted in the current year.

21 - SUBSEQUENT EVENTS

a) On October 1, 2021, the Company acquired 100% of the outstanding shares of Cubeler Inc. ("Cubeler"). Cubeler is the developer and owner of the technology that powers Peak's Business Hub. Under the terms of the Cubeler Acquisition Agreement, Peak paid consideration with a fair value totalling $108,433,566 comprising $1,000,000 in cash and a total of 11,133,012 common shares of Peak at $9.65 per share. A fairness opinion was obtained from an independant third party.

The Company's evaluation of assets acquired following the acquisition is under review by the management and an advisor of the Company.

b) On October 28, 2021, the Company granted incentive options to acquire 25,000 common shares to a consultant. The stock options expire in October 2026, vest over two years and have an exercise price of $11.50.

c) On October 27, 2021, the company announced that its name would change to Tenet Fintech Group Inc., effective as of November 1, 2021.

d) On November 5, 2021, the Company announced that it had moved its head office to Toronto, Ontario.

e) On October 5, 2021, the Company issued 600,000 of its common shares to the owners of Huayan, as part of an asset purchase agreement that included the Heartbeat insurance brokerage platform, in the settlement of the share component of the upfront consideration payable under the transaction. Further, on November 9, 2021, the Company made the final cash payment of $4,459,350 to the owners of Huayan in full settlement of the cash component of the consideration payable under the agreement.