EX-99.358 50 exhibit99-358.htm EXHIBIT 99.358 Tenet Fintech Group Inc.: Exhibit 99.358 - Filed by newsfilecorp.com

Tenet Fintech Group Inc.

Condensed Interim Consolidated
Financial Statements (Unaudited)

For the three and six-month periods ended

June 30, 2022, and 2021

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 - 29


2

TENET FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Comprehensive Profit and Loss

For the three six-month periods ended June 30, 2022 and 2021

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


               
      Three-month periods ended June 30     Six-month periods ended June 30  
  Note   2022     2021     2022     2021  
      $     $     $     $  
                           
Revenues     32,432,228     30,649,179     67,173,688     44,888,955  
                           
Expenses                          
Cost of service     29,196,028     27,442,884     59,220,893     39,790,055  
Salaries and fringe benefits     2,734,471     692,610     5,079,739     1,416,469  
Service fees     55,092     148,987     158,018     306,638  
Royalty on software     -     43,902     -     74,678  
Board remuneration     151,080     146,302     343,004     270,829  
Consulting fees     369,745     118,873     713,483     181,742  
Management fees     11,580     14,356     23,544     27,174  
Outsourced services     1,000,158     -     1,000,158     -  
Professional fees     666,320     581,227     1,698,784     912,882  
Public relations and press releases     201,164     134,987     517,236     256,480  
Office supplies, software and hardware     339,018     58,272     516,076     88,486  
Lease expenses     25,648     11,247     85,809     22,817  
Insurance     316,735     27,277     648,381     42,173  
Finance costs 17.4   349,576     50,935     796,559     95,768  
Expected credit loss 5   101,555     (10,647 )   189,173     9,246  
Travel and entertainment     95,734     43,664     174,219     77,666  
Stock exchange and transfer agent costs     114,545     62,656     159,577     153,370  
Translation cost and others     57,171     81,573     83,191     120,883  
Reversal of impairment loss     -     (193,717 )         (193,717 )
Depreciation of property and equipment 7   21,437     20,965     42,988     43,302  
Depreciation of right-of-use assets 7   142,752     44,749     252,534     113,906  
Amortization of intangible assets 8   1,562,827     155,948     3,065,174     222,432  
Amortization of initial financing costs 12   6,825     6,725     13,376     13,376  
(Gain) Loss on foreign exchange     (7,837 )   7,527     126,587     (27,852 )
      37,511,624     29,691,302     74,908,503     44,018,803  
Profit (loss) before income taxes     (5,079,396 )   957,877     (7,734,815 )   870,152  
Income taxes     1,253,276     661,806     1,957,458     963,783  
Net profit (loss)     (6,332,672 )   296,071     (9,692,273 )   (93,631 )
                           
Net profit (loss) attributable to:     136,306     315,630     158,976     691,559  
  Non-controlling interest     (6,468,978 )   (19,559 )   (9,851,249 )   (785,190 )
  Owners of the parent     (6,332,672 )   296,071     (9,692,273 )   (93,631 )
      -     -              
Item that will be reclassified subsequently to profit or loss     (1,600,876 )   (325,829 )   (2,361,477 )   221,081  
Currency translation adjustment     (7,933,548 )   621,900     (12,053,750 )   (314,712 )
Total comprehensive profit (loss)                          
                           
Total comprehensive profit (loss) attributable to:     (61,407 )   357,625     (78,984 )   614,596  
  Non-controlling interest     (7,872,141 )   264,275     (11,974,766 )   (929,308 )
  Owners of the parent     (7,933,548 )   621,900     (12,053,750 )   (314,712 )
                           
                           
Weighted average number of outstanding shares     98,815,782     64,863,245     98,576,714     63,680,768  
                           
Basic and diluted profit (loss) per share     (0.065 )   0.000     (0.100 )   (0.012 )

Going concern uncertainty (note 2)

Subsequent events (note 22)

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


3

TENET FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Changes in Equity

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)


       Capital stock                 Accumulated           Total              
      Number of                       other           attributable     Non        
      common           Equity     Contributed     comprehensive           to owners     Controlling     Shareholders'  
  Note    shares     Amount      t0 issue     surplus     income     Deficit     of parent     interest     equity  
            $     $     $     $     $     $     $     $  
                                                         
Balance as of January 1, 2022     97,167,183     208,219,490     150,000     21,531,185     1,366,752     (79,997,442 )   151,269,985     14,320,381     165,590,366  
                                                         
Exercise of warrants and broker warrants 14   1,653,000     2,154,496     (150,000 )   (432,246 )               1,572,250           1,572,250  
Exercise of options 14,15   117,500     464,170           (217,420 )               246,750           246,750  
Share-based compensation 15                     1,112,302                 1,112,302           1,112,302  
Subscription for shares by non-controlling interest                                         -     483,859     483,859  
Transactions with owners     98,937,683     210,838,156     -     21,993,821     1,366,752     (79,997,442 )   154,201,287     14,804,240     169,005,527  
                                                         
Net profit (loss)                                   (9,851,249 )   (9,851,249 )   158,976     (9,692,273 )
Other comprehensive loss                             (2,123,517 )         (2,123,517 )   (237,960 )   (2,361,477 )
Total comprehensive loss for the period     -     -     -     -     (2,123,517 )   (9,851,249 )   (11,974,766 )   (78,984 )   (12,053,750 )
Balance as of June 30, 2022     98,937,683     210,838,156     -     21,993,821     (756,765 )   (89,848,691 )   142,226,521     14,725,256     156,951,777  
                                                         
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 to settle debts
       owed for services provided
14   16,675     50,850                             50,850           50,850  
Issuance of shares re business acquisition 4   511,169     403,610     (403,610 )                     -           -  
Exercise of warrants and broker warrants 14   7,157,732     8,129,647     (107,611 )   (2,135,722 )               5,886,314           5,886,314  
Conversion of convertible debentures 11   25,000     27,483                             27,483           27,483  
Exercise of options 14,15   82,500     162,090           (79,590 )               82,500           82,500  
Share-based compensation 15                     741,205                 741,205           741,205  
Transactions with owners     66,805,170     47,904,690     -     10,108,546     (140,782 )   (30,240,372 )   27,632,083     11,770,520     39,402,602  
Net profit (loss)                                   (785,190 )   (785,190 )   691,559     (93,631 )
Other comprehensive loss                             (144,118 )         (144,117 )   (76,963 )   (221,081 )
Total comprehensive profit (loss) for the year.                 -           (144,118 )   (785,190 )   (929,307 )   614,596     (314,712 )
Balance as of June 30, 2021     66,805,170     47,904,690           10,108,546     (284,900 )   (31,025,562 )   26,702,774     12,385,116     39,087,890  

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


4

TENET FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Cash Flows

For the three and six-month periods ended June 30, 2022 and 2021
(In Canadian dollars)

(Unaudited)

               
      Three-month periods ended June 30     Six-month periods ended June 30  
  Note   2022     2021     2022     2021  
      $     $     $     $  
OPERATING ACTIVITIES                          
Net profit (loss)     (6,332,672 )   296,071     (9,692,273 )   (93,631 )
Non-cash items                          
Expected credit loss 5   101,555     (10,647 )   189,173     9,246  
Depreciation of property and equipment 7   21,437     20,965     42,988     43,302  
Depreciation of right-of-use assets 7   142,752     44,749     252,534     113,906  
Amortization of intangible assets 8   1,562,827     155,948     3,065,174     222,432  
Amortization of initial financing costs 12   6,825     6,725     13,376     13,376  
Reversal of impairment loss     -     (193,717 )   -     (193,717 )
Accretion on debentures and bonds 12,17.4   8,089     6,630     15,703     13,554  
Accretion of lease interest 10,17.4   38,268     7,535     75,401     13,970  
Issuance of shares and warrants for settlement of debt 14   -     -     -     15,000  
Change in fair value of contingent consideration payable 4   303,448     -     701,479     -  
Share-based compensation 15   570,703     396,515     1,112,302     741,205  
Deferred tax liability     3,730,857     -     107,562     -  
                           
Loans Receivable maturing in more than 12 months 5   769,551     (1,016,725 )   1,589,607     (969,150 )
Net changes in working capital items                          
Restricted cash     10,000     (40 )   20,000     (80 )
Income tax payable     (3,449,404 )   (520,848 )   262,554     (389,178 )
Accounts receivable 6   2,863,856     1,613,096     1,532,905     4,186,610  
Deposits made to third parties regarding transactions on platforms 6   2,046,240     (7,452,368 )   7,201,149     (7,452,368 )
Prepayment to third party subcontractors 6   3,177,168     -     877,473     -  
Other debtors 6   (970,372 )         333,850        
Loans Receivable maturing in less than 12 months 5   (951,970 )   (440,558 )   (1,658,722 )   (733,313 )
Assets held for resale     (4,929 )   -     64,758     -  
Other prepaid expenses     427,332     1,097,760     431,954     681,254  
Deposits received for transactions on platforms           4,349,056           4,660,178  
Accounts payable, advances and accrued liabilities 9   (1,111,328 )   1,787,031     (1,867,020 )   (529,718 )
Cash flows from operating activities     2,960,230     147,178     4,671,927     352,878  
                           
INVESTING ACTIVITIES                          
Debtors     -     (3,797,536 )   -     (8,094,971 )
Investment in third party entity     (88,298 )   -     (581,048 )   -  
Property and equipment - additions 7   (8,537 )   (2,717 )   (25,434 )   (4,313 )
Property and equipment - disposals 7   -     -     2,344     5,989  
Intangible asset - additions 8   (3,184,959 )   (463,425 )   (4,705,448 )   (789,208 )
Cash flows from investing activities     (3,281,794 )   (4,263,678 )   (5,309,586 )   (8,882,503 )
                           
FINANCING ACTIVITIES                          
Repayments of advances from third parties     (2,288,570 )   (326,230 )   (2,592,103 )   (727,027 )
Repayment of advances made from affiliates     -     (113,050 )   -     (10,084 )
Repayments of advances made from a Director     -     (9,595 )   -     (270,911 )
Repayments of lease liabilities 10   (221,570 )   (63,580 )   (298,237 )   (76,172 )
Proceeds from the exercise of warrants 14   63,500     2,178,153     1,572,250     5,886,314  
Proceeds from the exercise of options 15   246,750     92,500     246,750     117,500  
Cash flows from financing activities     (2,199,890 )   1,758,198     (1,071,340 )   4,919,620  
                           
IMPACT OF FOREIGN EXCHANGE     (1,394,264 )   326,903     (2,039,368 )   (172,868 )
Net decrease in cash     (3,915,717 )   (2,031,399 )   (3,748,367 )   (3,782,873 )
Cash, beginning of period     18,964,265     4,122,403     18,796,914     5,873,877  
Cash, end of period     15,048,547     2,091,004     15,048,547     2,091,004  

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



5

TENET FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Financial Position

As at June 30, 2022 and December 31, 2021
(In Canadian dollars)

(Unaudited)


      As at June 30,     As at December 31,  
  Note   2022     2021  
      $     $  
ASSETS     Unaudited     Audited  
Current              
Cash     15,048,547     18,796,914  
Restricted cash     33,333     53,333  
Loans Receivable 5   19,022,907     17,553,358  
Assets held for sale     256,201     320,959  
Debtors 6   46,539,957     56,001,475  
Prepaid expenses and other current assets     1,243,595     1,675,549  
      82,144,540     94,401,588  
               
Loans receivable 6   1,680,727     3,270,333  
Property and equipment 7   2,173,615     2,062,014  
Investments     581,048     -  
Intangible assets 8   34,209,337     32,845,799  
Goodwill 8   62,522,554     62,522,554  
Deferred tax assets     83,273     190,835  
      183,395,094     195,293,123  
LIABILITIES              
Current              
Accounts payable, advances and accrued liabilities 9   11,809,173     16,268,296  
Lease liabilities 10   473,118     432,621  
Bonds 12   342,313        
Current tax liabilities     3,888,237     3,625,683  
      16,512,841     20,326,600  
Bonds 12   -     313,234  
CEBA Loan 13   100,000     100,000  
Lease liabilities 10   1,481,437     1,315,363  
Foreign deferred tax liability     1,922,556     1,922,556  
Canadian deferred tax liability     3,804,004     3,804,004  
Contingent consideration payable 4   2,622,479     1,921,000  
      26,443,317     29,702,757  
SHAREHOLDERS' EQUITY              
Capital stock 14   210,838,156     208,219,490  
Shares to be issued 14   -     150,000  
Contributed surplus     21,993,821     21,531,185  
Accumulated other comprehensive income     (756,765 )   1,366,752  
Deficit     (89,848,691 )   (79,997,442 )
Shareholders' equity attributable to owners of the parent     142,226,521     151,269,985  
Non-controlling interest     14,725,256     14,320,381  
Total shareholders' equity     156,951,777     165,590,366  
      183,395,094     195,293,123  

Going concern uncertainty (note 2)

Subsequent events (note 22)

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

On behalf of the Board,

 

   

/S/ Johnson Joseph

/S/ Dylan Tinker

Director

Director



6
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

1 - GOVERNING STATUTES, NATURE OF OPERATIONS AND GENERAL INFORMATION

Tenet Fintech Group Inc. (hereinafter "Tenet'' or the "Company"), formerly named Peak Fintech Group Inc. until November 1, 2021, 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. Tenet Fintech Group Inc.'s head office is located at 119 Spadina Avenue, Suite 705, Toronto, Ontario,. 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''.

Tenet is the parent company of a group of innovative artificial intelligence (AI) and financial technology (Fintech) subsidiaries operating in Canada and China. Tenet's subsidiaries use technology, analytics and artificial intelligence to create an ecosystem of small- and medium-sized enterprises (SMEs) carry out a range of interactions and transactions, including in the commercial lending space, in a rapid, safe, efficient, and transparent manner.

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 initiatives . 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 generated a net cash inflow of $47,981,290 in the third quarter of 2021, there is no assurance that it will manage to obtain additional financing in the future. Also, the Company incurred a net loss of $9,692,273, for the six-month period ended June 30, 2022 (year ended December 31, 2021 - $48,561,968), it has an accumulated deficit of $89,848,691 as at June 30, 2022 (year ended December 31, 2021 - $79,997,442) 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.

Since the outbreak of the COVID-19 global pandemic, many businesses around the world 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, 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. Moreover, China, in particular, has occasionally taken strong measures to try to curb the spread of the virus and protect its citizens and, in doing so, there has been an impact on the economic activities of many of its regions. Given that the Company has significant operations in China, any such measures may have an adverse impact on the Company's revenues and cash resources, ability to expand its business, access to suppliers, partners, and customers, and ability to carry on its day-to- day operations without interruption.

These 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 six-month period ended June 30, 2022, 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, 2021. 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, 2021.

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, 2021 except for new standards and interpretations effective January 1, 2022.

These condensed interim consolidated financial statements for the six-month periods ended June 30, 2022 (including comparative figures) were approved by the Board of Directors on August 25, 2022.


7
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Basis of measurement

These condensed interim 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 Tenet and all of its subsidiaries. The Company attributes total comprehensive profit 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

Tenet Fintech Group Inc.

Canada

 

Holding and parent company

Canadian dollar

         

Cubeler Inc.

Canada

100%

Technology based product developer and procurement facilitator

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

China

100%

Technology based product procurement facilitator

Renminbi

         

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

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

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

China

100%

Technology based product facilitator

Renminbi

         

Wechain (Nanjing) Technology Service Co., Ltd.

China

51%

Fintech

Renminbi

         

Beijing Kailifeng New Energy Technology Co., Ltd.

China

51%

Technology based product facilitator

Renminbi

         

Shanghai Xinhuizhi Supply Chain Management Co.,Ltd.

China

51%

Technology based product procurement facilitator

Renminbi

3.3 Basis of Consolidation (continued)

The Company's 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.


8
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

4 - BUSINESS COMBINATIONS

4.1 Subsequent Accounting

At each balance date, the Company revises its estimation of the fair value of the contingent consideration payable under the Heartbeat Acquisition and records an accretion entry accordingly. The re-evaluation process takes into account the historical performance of the operations of Huike and Heartbeat platform assets compared to agreed targets and discount the resultant estimate of the value of share instalments payable. As at June 30, 2022, the value of contingent consideration payable was estimated as $2,622.479 (December 31, 2021 - $1,921,000). During the three and six-month periods ended June 30, 2022 amounts totalling $303,448 and 701,479 respectively (2021 - $Nil and $Nil respectively) were recorded as an expense in the condensed interim consolidated statements of comprehensive profit and loss with a corresponding credit recorded in the consolidated statement of financial position to contingent consideration payable.

The intangible assets recorded as part of the Heartbeat and Cubeler purchase price allocations, excluding goodwill, are being amortized to the profit and loss account over their remaining useful lives, estimated to be 8 years. During the three and six-month periods ended June 30, 2022, amounts totalling $851,769 and $1,706,159 respectively (2021 - $Nil and $Nil respectively) have been charged to the condensed interim consolidated statement of comprehensive loss in respect of amortization of these intangible assets acquired under business combinations (refer note 8).

5 - LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

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

ASFC 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 guaranteed 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 40% to 80% of the collateral value with an average of 79% as at June 30, 2022 (76% as at December 31, 2021). 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 50% 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.


9
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

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

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

Loans receivables are described as follows :


    2022-06-30     2021-12-31  
             
Principal balance loans receivable   20,990,383     20,989,935  
Less expected credit loss (ECL)   (286,749 )   (166,244 )
Loans receivable net   20,703,634     20,823,691  
             
Loans receivables maturing in less than 12 months   19,022,907     17,553,358  
Loans receivables maturing in more than 12 months   1,680,727     3,270,333  
Total loans   20,703,634     20,823,691  

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, 2021.

Credit quality of loans

The following table presents the gross carrying amount of loans receivables as at June 30, 2022 and December 31, 2021, according to credit quality and ECL impairment stages.

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 -  
      Credit loss     applied -     Credit and supply  
      allocation     Residential     chain finance  
      applied - Auto     Property     credit  
Stage 1 : 1%     1.0%     1.0%     2.0%  
Stage 2: 30%     7.0%     1.0%     2.0%  
Stage 3 :100%     12.0%     1.0%     2.0%  

      Gross Carrying     Allowance for     Net Carrying  
June 30, 2022 %   amount     credit loss     Amount  
      $     $     $  
Stage 1 Not overdue <= 30 Days 89.3%   18,747,008     (3,665 )   18,743,343  
Stage 2 Overdue 30-90 days 0.2%   43,005     (71 )   42,934  
Stage 3 Overdue> 90 days 10.5%   2,200,369     (283,013 )   1,917,356  
Total 100.0%   20,990,383     (286,749 )   20,703,634  

      Gross Carrying     Allowance for     Net Carrying  
December 31, 2021 %   amount     credit loss     Amount  
      $     $     $  
Stage 1 Not overdue <= 30 Days 85.2%   17,882,518     (3,362 )   17,879,156  
Stage 2 Overdue 30-90 days 2.6%   540,283     (3,000 )   537,283  
Stage 3 Overdue> 90 days 12.2%   2,567,134     (159,882 )   2,407,252  
Total 100.0%   20,989,935     (166,244 )   20,823,691  


10
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

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

The loss allowance for loans to customers as at June 30, 2022, 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, 2021   1     1,618     150,126     151,745  
Originations net of repayments and other derecognitions   (16 )   (579 )   (23,431 )   (24,026 )
Net remeasurement   (1 )   -     305,998     305,997  
Transfers                        
- to lifetime ECL performing   -     -     -     -  
- to lifetime ECL credit-impaired   (2 )   (302 )   304     -  
Write-offs   -     -     (109,800 )   (109,800 )
Foreign exchange and other   20     (738 )   (49,399 )   (50,118 )
                         
Loss allowance as at June 30, 2022   1     (1 )   273,797     273,798  

          Product Type - Residential property        
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
                         
Loss allowance as at December 31, 2021   207     1,382     9,756     11,345  
Originations net of repayments and other derecognitions   (111 )   (640 )   (3,063 )   (3,814 )
Change in model                        
Net remeasurement   (870 )   69     1,616     815  
Transfers                        
- to 12-month ECL   878     -     (878 )   -  
- to lifetime ECL performing   (2 )   2     -     -  
- to lifetime ECL credit-impaired   (2 )   (692 )   694     -  
Foreign exchange and other   (20 )   (49 )   1,093     1,023  
                         
Loss allowance as at June 30, 2022   81     71     9,217     9,369  

    Product Type - Credit & Supply Chain Finance Credit  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
                         
Loss allowance as at December 31, 2021   3,154     -     -     3,154  
Originations net of repayments and other derecognitions   434     -     -     434  
Foreign exchange and other   (5 )   -     -     (5 )
                         
Loss allowance as at June 30, 2022   3,583     -     -     3,583  

The loss allowance for loans to customers as at December 31, 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  
Originations net of repayments and other derecognitions   (139 )   (1,535 )   (156,264 )   (157,938 )
Net remeasurement   7     894     (33,302 )   (32,401 )
Transfers                        
- to lifetime ECL credit-impaired   (13 )   (144 )   156     (1 )
Write-offs   -     -     (22,147 )   (22,147 )
Foreign exchange and other   (2 )   523     10,390     10,911  
                         
Loss allowance as at December 31, 2021   1     1,618     150,126     151,745  


11
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

5 - LOANS RECEIVABLE 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  
Originations net of repayments and other derecognitions   (79 )   790     90     801  
Net remeasurement   -     -     3,645     3,645  
Transfers                        
- to lifetime ECL credit-impaired   (13 )   (894 )   907     -  
Foreign exchange and other   4     34     120     158  
                         
Loss allowance as at December 31, 2021   207     1,382     9,756     11,345  

    Product Type - Credit & Supply Chain Finance Credit  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
                         
Loss allowance as at December 31, 2020   224,355     -     -     224,355  
Originations net of repayments and other derecognitions   33,328     -     -     33,328  
Net remeasurement   (259,815 )   -     -     (259,815 )
Foreign exchange and other   5,286     -     -     5,286  
                         
Loss allowance as at December 31, 2021   3,154     -     -     3,154  

6 - DEBTORS

    2022-06-30     2021-12-31  
    $     $  
Sales tax receivable   156,508     271,514  
Advances to companies   58,843     141,184  
Deposit on investment (1)   367,157     498,750  
Deposits made for transactions on platforms with guarantee (2)   23,994,657     31,142,201  
Deposits made for transactions on platforms (3)   1,452,620     1,506,225  
Accounts receivable   8,099,746     9,632,651  
Safety deposits with guarantor (4)   577,200     712,412  
Subscriptions receivable from non-controlling interests   581,124     98,239  
Promissory note (5)   244,470     113,193  
Prepayments to third party subcontractors (6)   11,007,633     11,885,106  
    46,539,957     56,001,475  

(1) As at June 30, 2022 as per agreement signed with third parties, AST, a subsidiary of the Company, agreed to participate in a future partnership agreement. AST provided a deposit representing $367,157. At December 31, 2021, as per agreement signed with third parties, ASDS, a subsidiary of the Company, agreed to participate in a future partnership agreement. ASDS provided 25% of the deposit representing $498,750.

(2) As per agreements signed with third parties, subsidiaries of the Company have provided deposits in order to facilitate capital support from financial institutions such as banks and lenders in mainland China. As collateral, the Company kept 10 to 20% 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 institutions such as banks and lenders in mainland China. As collateral, the Company kept 5 to 8% of the merchandise in guarantee.

(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) On December 15, 2021, loans were issued to two board members of the Company in the amounts of $72,793 and $40,000. On June 3, 2022, an additional loan was issued to a board member of $130,462. The loans are due on December 15, 2022 and December 31 2022 respectively. Each loans bears interest at an annual rate of 1%, which was the prescribed rate at the date of issuance. As of June 30, 2022, the aggregate outstanding principal amount due for said loans is $244,470 (December 31, 2021 - $113,193).


12
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

6 - DEBTORS (CONTINUED)

(6) Subsidiaries of the Company active in supply chain activity made prepayments to suppliers to support operational supply chain processes. These prepayments 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 companies, Deposits made for transaction on platforms with guarantees, Deposits made for transaction on platforms, Accounts receivable, Service deposits, Subscriptions receivable from non- controlling interests, Promissory note, Other subscriptions receivable and Prepayment to third party subcontractors 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 June 30, 2022 an amount of $318,517 (December 31, 2021 - $317,778) was registered for expected credit loss for debtors.

7 - PROPERTY AND EQUIPMENT


    Right-of-use     IT and office     Vehicles and        
    assets     equipment     other equipment     Total  
    $     $     $     $  
Gross carrying amount                        
Balance as at January 1, 2022   3,067,626     201,858     191,393     3,460,877  
Adjustments   19,626     -     -     19,626  
Additions   409,237     25,434     -     434,671  
Disposals   (2,344 )   -     -     (2,344 )
Balance as at June 30, 2022   3,494,145     227,292     191,393     3,912,830  
                         
Accumulated amortization                        
Balance as at January 1, 2022   1,186,255     110,873     101,736     1,398,864  
Adjustments   1,154     -     -     1,154  
Amortization   252,534     19,777     23,211     295,522  
Exchange differences   38,378     2,108     3,189     43,675  
Balance as at June 30, 2022   1,478,321     132,758     128,136     1,739,215  
Net carrying amount as at June 30, 2022   2,015,824     94,534     63,257     2,173,615  
                         
Gross carrying amount                        
Balance as at January 1, 2021   1,136,485     122,336     205,358     1,464,179  
Amounts acquired in a business combination   179,812     25,312     -     205,124  
Additions   1,808,761     54,210     -     1,862,971  
Disposals   (57,432 )   -     (13,965 )   (71,397 )
Balance as at December 31, 2021   3,067,626     201,858     191,393     3,460,877  
                         
Accumulated amortization                        
Balance as at January 1, 2021   800,068     70,353     64,391     934,812  
Amortization   286,850     41,726     48,413     376,989  
Other adjustments   99,715     -     -     99,715  
Revaluation of Right-of-use assets   9,978     -     -     9,978  
Disposals   -     21     (7,739 )   (7,718 )
Exchange differences   (10,356 )   (1,227 )   (3,329 )   (14,912 )
Balance as at December 31, 2021   1,186,255     110,873     101,736     1,398,863  
Net carrying amount as at December 31, 2021   1,881,371     90,985     89,657     2,062,014  


13
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

8- INTANGIBLE ASSETS

                Gold River Supply-                                            
    Loan servicing           chain services                 Other ERP                          
    agreement     Gold River     platforms     Cubeler Interface     Cubeler Platform     platforms     Heartbeat Platform     Tradenames     Total     Goodwill  
    $     $     $     $     $     $     $     $     $     $  
Gross carrying amount                                                            
Balance as at January 1, 2022   1,430,000     2,461,348     4,254,973     2,084,893     23,862,000     2,438,061     8,368,063     5,287,000     50,186,338     103,908,976  
Addition   -     -     2,409,124     103,319     648,362     1,544,643     -     -     4,705,448        
Balance as at June 30, 2022   1,430,000     2,461,348     6,664,097     2,188,212     24,510,362     3,982,704     8,368,063     5,287,000     54,891,786     103,908,976  
                                                             
Accumulated amortization                                                            
Balance as at January 1, 2022   429,000     2,461,348     231,217     643,496     10,228,688     81,731     410,966     2,854,095     17,340,541     41,386,422  
Amortization   71,500     -     740,822     207,658     927,677     339,035     611,127     167,355     3,065,174     -  
Exchange differences   -     (1 )   115,472     49,026     -     83,860     28,378     (1 )   276,734     -  
Balance as at June 30, 2022   500,500     2,461,347     1,087,511     900,180     11,156,365     504,626     1,050,471     3,021,449     20,682,449     41,386,422  
                                                             
carryin   929,500     -     5,576,586     1,288,032     13,353,997     3,478,078     7,317,592     2,265,551     34,209,337     62,522,554  
                                                             
Gross carrying amount                                                            
Balance as at January 1, 2021   1,430,000     2,461,348     -     2,413,059     -     -     -     -     6,304,407     -  
Amounts arising from business combinations   -     -     -     -     23,862,000     -     7,471,000     5,287,000     36,620,000     103,908,976  
Addition   -     -     3,926,807     -     -     2,438,061     897,063     -     7,261,931     -  
Transferred in   -     -     3,006,491     1,942,735     -     234,381     -     -     5,183,607     -  
Transferred out   -     -     (2,678,325 )   (2,270,901 )   -     (234,381 )   -     -     (5,183,607 )   -  
Balance as at December 31, 2021   1,430,000     2,461,348     4,254,973     2,084,893     23,862,000     2,438,061     8,368,063     5,287,000     50,186,338     103,908,976  
                                                             
Accumulated amortization                                                            
Balance as at January 1, 2021   286,000     2,461,348     -     393,182     -     -     -     -     3,140,530     -  
Amortization   143,000     193,717     231,217     295,868     745,688     81,731     410,966     165,095     2,267,281     -  
Impairment loss on intangible   -     (193,717 )   -     -     9,483,000     -     -     2,689,000     11,978,283     41,386,422  
Exchange differences   -     -     -     (45,554 )   -     -     -     -     (45,554 )   -  
Balance as at December 31, 2021   429,000     2,461,348     231,217     643,496     10,228,688     81,731     410,966     2,854,095     17,340,540     41,386,422  
                                                             
Net carrying amount as at December 31, 2021   1,001,000     -     4,023,756     1,441,397     13,633,312     2,356,331     7,957,097     2,432,905     32,845,798     62,522,554  

9 - ACCOUNTS PAYABLE, ADVANCES AND ACCRUED LIABILITIES

    2022-06-30     2021-12-31  
             
Trade accounts payable and accruals   3,357,104     5,224,124  
Advance from third party customers, no interest (1)   8,452,069     11,044,172  
    11,809,173     16,268,296  

(1) Advance from downstream corporative clients for supply chain bundle service fee.

10 - LEASE LIABILITIES

    2022-06-30     2021-12-31  
             
Balance - beginning of period   1,747,984     239,507  
Adjustment   20,170     1,977,352  
Additions   409,237     1,977,352  
Accretion interest   75,401     65,908  
Lease payments   (298,237 )   (565,880 )
Effect of exchange rate change on obligation   -     31,097  
Balance - end of period   1,954,555     1,747,984  
Current Portion   473,118     432,621  
    1,481,437     1,315,363  

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

As at June 30, 2022, the carrying amount of financial assets and financial liabilities were as follows:

    Payment due by period              
    1 year     2-5 years     Beyond 5 years     Total  
    $     $     $     $  
As at June 30, 2022                        
Lease payments   611,578     1,215,159     629,393     2,456,130  
                         
As at December 31, 2021                        
Lease payments   561,677     951,334     729,289     2,242,301  


14
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

11 - DEBENTURES

Debenture issuance of April 24, 2019

The movement during the six-month period ended June 30, 2022 and the year ended December 31, 2021, relating to this debenture can be summarised as follows:

    2022-06-30     2021-12-31  
             
Balance at the beginning period / year   -     23,311  
Accretion of debentures   -     683  
Conversion of debentures   -     (23,994 )
Balance at the end of period / year   -     -  

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 $2.00 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.

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 amount set aside as at June 30, 2022, is $33,333 (December 31, 2021 - $53,333) and is presented under Restricted Cash in the Condensed Interim Consolidated statements of 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 movement during the six-month period ended June 30, 2022 and the year ended December 31, 2021, relating to these bonds can be summarised as follows:

    2022-06-30     2021-12-31  
    $     $  
Balance at the beginning period / year   313,234     258,933  
Addition   -     -  
Accretion on debentures and bonds   15,703     27,327  
Amortization of initial costs   13,376     26,974  
Balance at the end period / year   342,313     313,234  

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

13 - CEBA LOAN (Canada Emergency Business Account)

On April 20, 2020, the Company applied for and received $40,000 under the Canada Emergency Business Account (CEBA). Further, on September 1, 2021, through its acquisition of Cubeler, the Company acquired an additional CEBA loan totalling $60,000. Under this program providing interest-free loans, repaying the balance of the loan on or before December 31, 2023, will result in loan forgiveness of 33% ($33,000), which is the intention of the Company. Subsequent to year-end 2021, the Government of Canada announced that the deadline to repay loans under the Canada Emergency Business Account program would be extended by one year (that is from December 31, 2022 to December 31, 2023). As of January 1, 2024, the loan balance will bear interest at 5% and will be repayable on maturity on December 31, 2025.

14 - SHAREHOLDERS' EQUITY

14.1 Authorized share capital

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

Share Consolidation

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


15
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

14 - SHAREHOLDERS' EQUITY (CONTINUED)

14.2 Description of the shareholders' equity operations during the six-month period ended June 30, 2022

a) During the six-month period ended June 30, 2022, the Company issued 1,653,000 common shares at an average exercise price of $1.04 per share for total proceeds of $1,722,250 upon the exercise of share purchase warrants, out of which, $150,000 was received in 2021. An amount of $459,818 related to exercised warrants were transferred from contributed surplus to share capital in the consolidated statements of changes in equity (note 14.4).

b) During the six-month period ended June 30, 2022, the Company issued 117,500 common shares at an average exercise price of $2.10 per share for total proceeds of $246,750 upon the exercise of stock options, and $217,420 related to exercised stock options were transferred from contributed surplus to share capital in the consolidated statements of changes in equity (note 15).

14.3 Description of the shareholders' equity operations during the six-month period ended June 30, 2021

a) During the six-month period ended June 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 50,000 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 condensed interim consolidated statements of financial position.

b) During the six-month period ended June 30, 2021, the Company issued 16,675 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 condenssed 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 six-month period ended June 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 statements of consolidated equity.

d) During the six-month period ended June 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 statements of consolidated equity.

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 statement of consolidated equity.

14.4 Warrants

The outstanding warrants as at June 30, 2022 and December 31, 2021 and the respective changes during the six-month period and the year then ended, are summarized as follows:

          2022-06-30           2021-12-31  
          Weighted           Weighted  
    Number of     average     Number of     average  
    warrants     exercise price     warrants     exercise price  
          $           $  
Outstanding, beginning of period   17,332,504     3.057     14,662,750     0.966  
Granted               14,990,999     3.500  
Expired               (15,000 )   1.333  
Exercised   (1,653,001 )   1.042     (12,306,245 )   1.107  
Outstanding and exercisable,                        
end of period   15,679,503     3.270     17,332,504     3.057  

As of June 30, 2022 and December 31, 2021, the number of outstanding warrants which could be exercised for an equivalent number of common shares at the exception of the warrants expiring on July 23, 2023 which two warrants are needed to be exercised for one common share, is as follows:

          2022-06-30           2021-12-31  
    Number     Exercise price     Number     Exercise price  
          $           $  
Expiration date                        
February, 2022   -     -     360,000     2.00  
July, 2022   460,000     0.50     585,000     0.50  
August, 2022   731,190     0.50     1,298,690     0.50  
October 2022   -     -     350,000     0.80  
October 2022   -     -     250,000     1.50  
May, 2023   3,000     2.00     3,500     2.00  
May, 2023   13,328     1.00     13,328     1.00  
July, 2023   12,870,149     3.50     12,870,149     3.50  
July, 2023   1,601,836     3.50     1,601,837     3.50  
    15,679,503           17,332,504        


16
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

15 - 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 June 30, 2022 and December 31,2021 and the respective changes during the six-month period and the year then ended, are summarized as follows:

          2022-06-30           2021-12-31  
          Weighted           Weighted  
    Number of     average     Number of     average  
    options     exercise price     options     exercise price  
          $           $  
Outstanding, beginning of period   4,689,250     1.929     4,351,750     1.336  
Granted   110,601     5.783     945,000     4.448  
Exercised (1)   (117,500 )   2.100     (607,500 )   1.594  
Expired   (272,500 )   2.100              
Forfeited   (5,000 )   4.800              
Outstanding end of period   4,404,851           4,689,250     1.929  
                         
Exercisable end of period   3,050,500     1.498     2,488,550     1.390  

    (1) Market value of the shares was $3.96 and $2.95 on the exercise date of these options

The table below summarizes the information related to outstanding share options as at June 30, 2022.

    Range of     Number of     Weighted average remaining  
Maturity date   exercise price     options     contractual life (years)  
    $              
November 27, 2022   1.100     18,750     4 months  
December 15, 2022   1.600     171,250     5 months  
April 16, 2023   1.000     5,000     9 months  
June 5, 2023   1.000     288,750     11 months  
November 28, 2023   1.000     37,500     1 years and 4 months  
May 1, 2024   1.000     50,000     1 years and 10 months  
May 27, 2024   1.000     447,500     1 years and 10 months  
September 5, 2024   1.000     10,000     2 years and 2 months  
November 1, 2024   1.100     50,000     2 years and 4 months  
November 12, 2024   1.000     5,000     2 years and 4 months  
June 11, 2025   1.000     745,500     2 years and 11 months  
August 7, 2025   0.450     250,000     3 years and 1 months  
October 28, 2025   1.500     1,225,000     3 years and 3 months  
November 6, 2025   2.700     50,000     3 years and 4 months  
January 28, 2026   5.700     25,000     3 years and 6 months  
March 22, 2026   5.500     55,000     3 years and 8 months  
May 13, 2026   4.800     5,000     3 years and 10 months  
July 7, 2026   4.100     825,000     4 years and 0 months  
August 10, 2026   8.000     5,000     4 years and 1 months  
October 28, 2026   11.500     25,000     4 years and 3 months  
January 1, 2027   7.500     32,725     4 years and 6 months  
February 1, 2027   5.600     42,881     4 years and 7 months  
March 1, 2027   4.100     2,941     4 years and 8 months  
April 1, 2027   4.160     15,627     4 years and 9 months  
May 1, 2027   5.130     13,585     4 years and 10 months  
June 1, 2027   2.550     2,842     4 years and 11 months  
          4,404,851        


17
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

15 - SHARE-BASED PAYMENTS (CONTINUED)

The table below summarizes the information related to outstanding share options as at December 31, 2021.

    Range of     Number of     Weighted average remaining  
Maturity date   exercise price     options     contractual life (years)  
    $              
June 1, 2022   2.100     390,000     5 months  
November 27, 2022   1.100     18,750     10 months  
December 15, 2022   1.600     171,250     11 months  
April 16, 2023   1.000     5,000     1 year and 3 months  
June 5, 2023   1.000     288,750     1 year and 5 months  
November 28, 2023   1.000     37,500     1 year and 10 months  
May 1, 2024   1.000     50,000     2 years and 4 months  
May 27, 2024   1.000     447,500     2 years and 4 months  
September 5, 2024   1.000     10,000     2 years and 8 months  
November 1, 2024   1.100     50,000     2 years and 10 months  
November 12, 2024   1.000     5,000     2 years and 10 months  
June 11, 2025   1.000     745,500     3 years and 5 months  
August 7, 2025   0.450     250,000     3 years and 7 months  
October 28, 2025   1.500     1,225,000     3 years and 9 months  
November 6, 2025   2.700     50,000     3 years and 10 months  
January 28, 2026   5.700     25,000     4 years and 0 months  
March 22, 2026   5.500     55,000     4 years and 2 months  
May 13, 2026   4.800     10,000     4 years and 4 months  
July 7, 2026   4.100     825,000     4 years and 6 months  
August 10, 2026   8.000     5,000     4 years and 7 months  
October 28, 2026   11.500     25,000     4 years and 9 months  
          4,689,250        

During the three and six-month period ended June 30, 2022 the Company recorded an expense of $570,757 and $1,112,302 respectively related to share-based payments (periods ended June 30, 2021- $396,515 and $741,205). The offset was credited to contributed surplus.

15.1 Share-based payments granted to directors and employees during the six-month period ended June 30, 2022

a) On January 1, 2022 the Company granted options to acquire 32,725 common shares of the Company at an average exercise price of $7.50 to employees.

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 $179,183 was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$7.15

Expected life

5 years

Risk-free interest rate

1.25%

Volatility

106%

Exercise price at the date of grant

$7.50

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

b) On February 1, 2022 the Company granted options to acquire 42,881 common shares of the Company at an average exercise price of $5.60 to employees.

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 $173,796 was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$5.28

Expected life

5 years

Risk-free interest rate

1.63%

Volatility

106%

Exercise price at the date of grant

$5.6

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


18
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

15 - SHARE-BASED PAYMENTS (CONTINUED)

c) On March 1, 2022 the Company granted options to acquire 2,941 common shares of the Company at an average exercise price of $4.10 to employees.

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 $8,455 was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$3.82

Expected life

5 years

Risk-free interest rate

1.61%

Volatility

104%

Exercise price at the date of grant

$4.1

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

d) On April 1, 2022 the Company granted options to acquire 10,627 common shares of the Company at an average exercise price of $4.16 to employees.

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 $37,748, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$3.96

Expected life

5 years

Risk-free interest rate

2.50%

Volatility

109%

Exercise price at the date of grant

$4.16

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

e) On May 1, 2022 the Company granted options to acquire 13,585 common shares of the Company at an average exercise price of $5.13 to employees.

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 $50,605, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$4.67

Expected life

5 years

Risk-free interest rate

2.80%

Volatility

103%

Exercise price at the date of grant

$5.13

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

f) On June 1, 2022 the Company granted options to acquire 2,842 common shares of the Company at an average exercise price of $2.55 to employees.

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 $5,440, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$2.14

Expected life

5 years

Risk-free interest rate

2.86%

Volatility

109%

Exercise price at the date of grant

$2.55

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


19
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

15 - SHARE-BASED PAYMENTS (CONTINUED)

15.2 Options granted to consultants during the six-month period ended June 30, 2022

a) On April 1, 2022 the Company granted options to acquire 5,000 common shares of the Company at an average exercise price of $4.16 to a consultant.

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 $15,526 was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$3.96

Expected life

5 years

Risk-free interest rate

2.50%

Volatility

109%

Exercise price at the date of grant

$4,16

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

15.3 Share-based payments granted to directors and employees during the six-month period ended June 30, 2021

a) During the six-month period ended June 30, 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

111%

Dividend

0%

Exercise price at the date of grant

$5.70

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

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 periods of eight, sixteen and twenty-four-month following the date of granting and will be exercisable over a period of five years expiring in May 2026.

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


20
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

15 - SHARE-BASED PAYMENTS (CONTINUED)

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

108%

Dividend

0%

Exercise price at the date of grant

$4.80

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

15.4 Options granted to consultants during the six-month period ended June 30, 2021

a) During the six-month period ended June 30, 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

109%

Dividend

0%

Exercise price at the date of grant

$5.50

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

16 - 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 $156,951,777 as at June 30, 2022 (December 31, 2021 - $165,590,366).

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.


21
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

17 - FINANCIAL INSTRUMENTS

17.1 Classification of financial instruments

As at June 30, 2022, the carrying amount of financial assets and financial liabilities were as follows:

                2022-06-30  
    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   -     15,048,547     15,048,547  
Restricted Cash   -     33,333     33,333  
Debtors   -     46,383,449     46,383,449  
Loans receivable   -     20,703,634     20,703,634  
    -     82,168,963     82,168,963  
Financial liabilities                  
Financial liabilities measured at amortized cost                  
Accounts payable and accrued liabilities   -     11,387,923     11,387,923  
Bonds   -     342,313     342,313  
CEBA Loan   -     100,000     100,000  
Contingent consideration payable   2,622,479     -     2,622,479  
    2,622,479     11,830,236     14,452,715  

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


                2021-12-31  
    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   -     18,796,914     18,796,914  
Restricted Cash   -     53,333     53,333  
Debtors   -     55,729,961     55,729,961  
Loans receivable   -     20,823,691     20,823,691  
    -     95,403,898     95,403,899  
Financial liabilities                  
Financial liabilities measured at amortized cost   -              
Accounts payable and accrued liabilities   -     15,903,158     15,903,158  
Bonds   -     313,234     313,234  
CEBA Loan   -     100,000     100,000  
Contingent consideration payable   1,921,000     -     1,921,000  
    1,921,000     16,316,392     18,237,392  


22
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

17 - FINANCIAL INSTRUMENTS (CONTINUED)

17.2 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.

17.3 Financial risks

17.3.1 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 (note 2).

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

                2022-06-30  
    Current     Long-term  
    Within           More  
    6 months     6 to 12 months     than 12 months  
    $     $        
Accounts payable and accrued liabilities   11,387,923     -     -  
Bonds   -     400,000     -  
Contingent consideration payable   -     1,756,500     1,947,000  
CEBA loan   -     -     100,000  
    11,387,923     2,156,500     2,047,000  

                2021-12-31  
    Current     Long-term  
    Within           More  
    6 months     6 to 12 months     than 12 months  
    $     $        
Accounts payable and accrued liabilities   15,903,158     -     -  
Bonds   -     -     400,000  
Contingent consideration payable   -     1,317,375     2,386,125  
CEBA loan   -     -     100,000  
    15,903,158     1,317,375     2,886,125  


23
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

17 - FINANCIAL INSTRUMENTS (CONTINUED)

17.4 Finance costs

The breakdown in Finance costs during the three and six-month periods ended June 30, 2022 and 2021 is as follows:

    6/30/2022     6/30/2021     6/30/2022     6/30/2021  
    (3 months)     (3 months)     (6 months)     (6 months)  
Interest on debentures   -     -     -     333.00  
Interest on lease liabilities (note 10)   38,268     7,535     75,401     13,970  
Interest on security deposit and advances   (4,327 )   25,926     -     54,158  
Interest on bonds   10,000     10,000     20,000     20,000  
Interest income   (23,329 )   (1,449 )   (38,495 )   (10,606 )
Accretion on debentures and bonds   8,089     6,630     15,703     13,554  
Accretion of contingent consideration payable   303,448     -     701,479     -  
Total interest expense   332,148     48,641     774,087     91,410  
Miscellaneous   17,428     2,294     22,472     4,358  
    349,576     50,935     796,559     95,768  

17.5 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, restricted cash, loans receivable on short and long term and debtors (except sales tax receivables), accounts payable, advances and accrued liabilities approximate their carrying amount, given the short-term maturity;

- The fair value of the debentures and the bonds is estimated using a discounted cash flow approach and approximate their carrying amount. CEBA loan is recognized as it cost which is close from its fair value;

- The fair value of contingent compensation payable related to the acquisition of certain assets and personnel from Heartbeat. (note 4) is estimated by probability-weighted cash outflows and reflect management's estimate of a 85% 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).

Bonds are level 3 under the fair value hierarchy.

Contingent consideration payable, the CEBA loan, loans receivable on short and long term are level 3 under the fair value hierarchy.


24
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

18 - 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:

    2022-06-30     2021-06-30     2022-06-30     2021-06-30  
    (3 months)     (3 months)     (6 months)     (6 months)  
    $     $     $     $  
                         
Salaries and fringe benefits   340,013     167,034     540,210     308,453  
Share-based payments   408,797     331,262     821,848     643,420  
Royalty- Cubeler   -     43,902     -     74,678  
Total   748,810     542,198     1,362,058     1,026,551  

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

As at June 30, 2022 and December 31, 2021 the condensed interim consolidated statement of financial position includes the following amounts with related parties:

    2022-06-30     2021-12-31  
    $     $  
Loans, with interest (1)   244,470     113,193  
    244,470     113,193  

(1) On December 15, 2021, loans were issued to two board members of the Company in the amounts of $72,793 and $40,000. On June 3, 2022, an additional loan was issued to a board member of $130,462. The loans are due on December 15, 2022 and December 31, 2022 respectively. Each loans bears interest at an annual rate of 1%, which was the prescribed rate at the date of issuance. As of June 30, 2022, the aggregate outstanding principal amount due for said loans is $244,470 (December 31, 2021 - $113,193).

19 - SEGMENT REPORTING

The Company has determined that it has 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.


25
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

19 - SEGMENT REPORTING (CONTINUED)

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.

The Fintech Platform segment operates in North America and China, the Financial Services segment operates in China.

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 six-month periods ended June 30, 2022, and 2021 are as follows: 

    Six months ended 2022-06-30   
    Fintech     Financial     Other     Elimination     Total  
    Platform     Services                    
          $     $     $     $  
Revenues (1)                              
Financial service revenue from                              
external customers   -     1,056,357     -     -     1,056,357  
Fees/sales from external customers   2,493,320     343,900     -     -     2,837,220  
Supply chain services   63,331,470     -     (51,359 )   -     63,280,111  
Inter-segment   2,739,713     187,590     -     (2,927,303 )   -  
Total revenues   68,564,503     1,587,847     (51,359 )   (2,927,303 )   67,173,688  
                               
Expenses                              
Depreciation and amortization   3,266,737     90,064     3,894     -     3,360,696  
Interest expense   782,247     15,348     (1,036 )   -     796,559  
Write down of accounts receivable   -     -     -     -     -  
All other expenses   63,238,164     878,379     9,562,009     (2,927,303 )   70,751,249  
Total expenses   67,287,149     983,790     9,564,868     (2,927,303 )   74,908,503  
                               
Profit (loss) before tax   1,277,353     604,057     (9,616,227 )   0     (7,734,815 )
Income tax   1,709,638     193,901     53,919     -     1,957,458  
Net profit (loss)   (432,284 )   410,156     (9,670,146 )   0     (9,692,273 )
                               
Non-controlling interest   (123,348 )   282,324     -     -     158,976  
Net profit (loss) attributable to Owners of the parent   (308,936 )   127,832     (9,670,146 )   0     (9,851,249 )
                               
Segmented assets   146,563,034     24,354,950     13,917,555     (1,440,445 )   183,395,094  


26
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

19 - SEGMENT REPORTING (CONTINUED)

    Six months ended 2021-06-30   
    Fintech     Financial     Other     Elimination     Total  
    Platform     Services                    
          $     $     $     $  
Revenues (1)                              
Financial service revenue from                              
external customers   -     1,202,401     -     -     1,202,401  
Fees/sales from external customers   1,792,397     602,843     -     -     2,395,240  
Supply chain services   41,177,420     -     113,894     -     41,291,314  
Inter-segment   558,830     53,503     182,841     (795,174 )   -  
Total revenues   43,528,648     1,858,747     296,734     (795,174 )   44,888,955  
                               
Expenses                              
Depreciation and amortization   257,120     111,679     10,840     -     379,640  
Interest expense   56,600     3,215     35,953     -     95,768  
All other expenses   41,128,057     785,485     2,425,027     (795,174 )   43,543,395  
Total expenses   41,441,777     900,380     2,471,820     (795,174 )   44,018,803  
                               
Profit (loss) before tax   2,086,871     958,367     (2,175,086 )   -     870,152  
Income tax   582,564     357,495     23,724           963,783  
Net profit (loss)   1,504,306     600,872     (2,198,810 )   -     (93,631 )
                               
Non-controlling interest   413,076     278,484     -     -     691,559  
Net profit (loss) attributable to owners of the parent   1,091,231     322,389     (2,198,810 )   -     (785,190 )
                               
Segmented assets   45,457,236     23,633,063     29,352,033     (27,892,901 )   70,549,430  

(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 are located in the following geographic regions:


    2022-06-30     12/31/2021  
    Non-current     Non-current  
    Assets     Assets  
    $     $  
China   14,242,976     10,900,348  
Canada   87,007,578     89,991,187  
Total   101,250,554     100,891,535  


27
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

20 - NON-CONTROLLING INTERESTS

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

    2022-06-30     2021-12-31  
    % 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%     49%  
Beijing Kailifeng New Energy Technology Co., Ltd   49%     49%  
Shanghai Xinhuizhi Supply Chain ManagementCo.,Ltd   49%     49%  

    Total comprehensive profit and loss              
    allocated to NCI     Accumulated NCI  
    Six-month period     Six-month period              
    ended     ended     As at     As at  
    2022-06-30     2021-06-30     2022-06-30     2021-12-31  
Asia Synergy Supply Chain Ltd   40,695     464,568     2,023,495     1,951,538  
Asia Synergy Financial Capital Ltd   91,989     150,028     11,581,586     11,520,859  
Wechain (Nanjing) Technology Service Co., Ltd   (159,261 )   -     624,021     783,281  
Beijing Kailifeng New Energy Technology Co., Ltd   (52,392 )   -     495,195     64,703  
Shanghai Xinhuizhi Supply Chain ManagementCo.,Ltd   (15 )   -     959     -  
    (78,984 )   614,596     14,725,256     14,320,381  

No dividends were paid to NCIs during the six-month periods ended June 30, 2022 and 2021.


28
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021

(In Canadian dollars)
(Unaudited)

 

 

20 - NON-CONTROLLING INTERESTS (CONTINUED)

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

    ASSC     ASFC     Wechain     Kailifeng     ASAC     Total  
    2022-06-30     2021-12-31     2022-06-30     2021-12-31     2022-06-30     2021-12-31     2022-06-30     2021-12-31     2022-06-30     2021-12-31     2022-06-30     2021-12-31  
    $     $     $     $     $     $     $     $     $     $     $     $  
                                                                         
Current assets   6,135,160     8,454,526     24,527,563     26,519,686     531,291     446,330     598,744     130,545     1,927     -     31,794,684     35,551,087  
Non-current assets   782     391     222,757     124,846     838,214     1,283,169     476,197     59,760     -     -     1,537,950     1,468,166  
    6,135,941     8,454,917     24,750,320     26,644,532     1,369,505     1,729,498     1,074,941     190,305     1,927     -     33,332,634     37,019,252  
                                                                         
Current liabilities   1,900,908     4,238,109     989,667     2,584,145     21,824     67,363     71,981     56,091     0     -     2,984,381     6,945,708  
Non-current liabilities   -     -     60,081     69,209     88,661     66,128     -     -     -     -     148,742     135,337  
Total liabilities   1,900,908     4,238,109     1,049,748     2,653,354     110,485     133,491     71,981     56,091     -     -     3,133,124     7,081,045  
                                                                         
Equity attributable to owners of the parent   2,106,087     2,031,193     12,054,304     11,991,098     649,491     815,252     515,407     67,344     998     -     15,326,286     14,904,886  
                                                                         
Non-controlling interests   2,023,495     1,951,538     11,581,586     11,520,859     624,021     783,281     495,195     64,703     959     -     14,725,256     14,320,381  

    ASSC     ASFC     Wechain     Kailifeng     ASAC     Total  
    Six-month period ending     Six-month period ending     Six-month period ending     Six-month period ending     Six-month period ending     Six-month period ending  
    2022-06-30     2021-06-30     2022-06-30     2021-06-30     2022-06-30     2021-06-30     2022-06-30     2021-06-30     2022-06-30     2021-06-30     2022-06-30     2021-06-30  
    $     $     $     $     $     $     $     $     $     $     $     $  
Revenue   2,351,599     20,170,369     1,243,947     1,255,404     383,262     -     -     -     -     -     3,978,808     21,425,773  
                                                                         
Profit for the year attributable to owners of the parent   82,165     429,935     293,847     289,850     (153,729 )   -     (56,819 )   -     2     -     165,466     719,785  
Profit for the year attributable to NCIs   78,942     413,075     282,324     278,484     (147,701 )   -     (54,590 )   -     1     -     158,976     691,559  
Profit (loss) for the year   161,108     843,010     576,171     568,334     (301,430 )   -     (111,409 )   -     3     -     324,442     1,411,344  
                                                                         
Other comprehensive income ("OCI") for the year                                                                        
                                                                         
OCI attributable to the owners of the parent   (39,808 )   53,595     (198,104 )   (133,699 )   (12,031 )   -     2,287     -     (16 )   -     (247,673 )   (80,104 )
OCI attributable to NCIs   (38,247 )   51,493     (190,335 )   (128,456 )   (11,560 )   -     2,198     -     (16 )   -     (237,960 )   (76,963 )
OCI for the year   (78,055 )   105,088     (388,440 )   (262,155 )   (23,591 )   -     4,485     -     (32 )   -     (485,633 )   (157,067 )
                                                                         
Total comprehensive income for the year attributable to the owners of the parent   42,357     483,530     95,743     156,151     (165,760 )   -     (54,532 )   -     (14 )   -     (82,207 )   639,681  
Total comprehensive income for the year attributable to NCIs   40,695     464,568     91,989     150,028     (159,261 )   -     (52,392 )   -     (15 )   -     (78,984 )   614,596  
                                                                         
Total comprehensive profit and loss for the year   83,053     948,098     187,731     306,179     (325,021 )   -     (106,924 )   -     (29 )   -     (161,191 )   1,254,277  
                                                                         
Net cash used in operating activities   2,093,415     1,445,050     1,908,806     (2,591,071 )   (144,814 )   -     (504,166 )   -     3     -     3,353,243     (1,146,021 )
Net cash used in investing activities   (647 )   12     20,741     35,367     42,837     -     (402,147 )   -     -     -     (339,215 )   35,379  
Net cash from financing activities   (1,991,162 )   (1,510,652 )   (789,469 )   71,158     (3,098 )   -     913,959     -     1,989     -     (1,867,782 )   (1,439,494 )
Foreign exchange differences   (41,278 )   3,534     (866,777 )   (338,580 )   (35,558 )   -     (5,325 )   -     (65 )   -     (949,002 )   (335,046 )
                                                                         
Net cash (outflow) inflow for the year   60,328     (62,056 )   273,301     (2,823,126 )   (140,633 )   -     2,321     -     1,927     -     197,244     (2,885,182 )


29
 

TENET FINTECH GROUP INC.
(Formerly Peak Fintech Group Inc.)

Notes to Condensed Interim Consolidated Financial Statements

For the six-month periods ended June 30, 2022 and 2021s

(In Canadian dollars)
(Unaudited)

 

 

20 - NON-CONTROLLING INTERESTS (CONTINUED)

During the six-month period ended June 30, 2022, the Company's subsidiaries, ASDS and AST along with the non-controlling interests of Kalifeng and Shanghai Xinhuizhi Supply Chain Management Co.,Ltd. ("ASAC") respectively, subscribed for additional share capital in the ratio of their relevant ownership percentages. The total value of capital agreed to be injected by NCIs in Kalifeng totalled $482,884 (six-months ended June 30, 2021 - $Nil) and in ASAC totalled $975 (six-months ended June 30, 2021 - $Nil). As at June 30, 2022 the amount of the NCI's portion of the capital injection agreed for these NCI's that was outstanding was $581,124 (December 31, 2021 - $98,239) (refer to note 6).

21 - CONTINGENCIES

Through the normal course of operations, the Company may be exposed to a number of lawsuits, claims and contingencies. Provisions are recognized as liabilities in instances when there are present obligations and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations and where such liabilities can be reliably estimated. No provision has been recognized in these consolidated financial statements. Although it is possible that liabilities may be incurred in instances where no provision has been made, the Company has no reason to believe that the ultimate resolution of such matters will have a material impact on its financial position.

22 - SUBSEQUENT EVENTS

During the period from July 1, 2022, and August 25, 2022, the Company issued 41,655 share purchase options to new employees with an average strike price of $1.44. Stock options are vested between a period of 8 to 24 months and mature 5 years after the issuance date.