Aether Global Innovations Corp.: Form 20-F

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE	OMB Number: 3235-0288
	COMMISSION	Expires: October 31, 2023
	Washington, D.C. 20549	Estimated average
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FORM 20-F

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

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

For the fiscal year ended November 30, 2023

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

For the transition period from ______________________to ______________________

Commission file number _______________________________

AETHER GLOBAL INNOVATIONS CORP.
(Exact name of Registrant as specified in its charter)

_______________________________________
(Translation of Registrant's name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 700 - 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5
(Address of principal executive offices)

Contact Person: Philip Lancaster, Tel: (250) 863-3038, Email: info@aethergic.com
Suite 700 - 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5
(Name, telephone, e-mail and/or facsimile number and Address of Company Contact Person)

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

Title of each class	Name of each exchange on which registered

None	Not applicable

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

Common Stock
(Title of Class)

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

None
(Title of Class)

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

On November 30, 2023, there were a total of 105,504,461 common shares issued and outstanding.

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

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

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

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

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

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

Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [X]
		Emerging Growth Company [X]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [ ]

International Financial Reporting Standards as issued
by the International Accounting Standards Board [X]

Other [ ]

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

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

TABLE OF CONTENTS

PART I		7

	Item 1. Identity of Directors, Senior Management and Advisers	7

	Item 2. Offer Statistics and Expected Timetable	7

	Item 3. Key Information	7

	Item 4. Information on the Company	15

	Item 4A. Unresolved Staff Comments	22

	Item 5. Operating and Financial Review and Prospects	22

	Item 6. Directors, Senior Management and Employees	25

	Item 7. Major Shareholders and Related Party Transactions	35

	Item 8. Financial Information	39

	Item 9. The Offering and Listing	39

	Item 10. Additional Information	40

	Item 11. Quantitative and Qualitative Disclosures About Market Risk	48

	Item 12. Description of Securities Other than Equity Securities	49

PART II		49

	Item 13. Defaults, Dividend Arrearages and Delinquencies	49

	Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.	49

	Item 15. Controls and Procedures	49

	Item 16A. Audit Committee Financial Expert	51

	Item 16B. Code of Ethics	51

	Item 16C. Principal Accountant Fees and Services	51

	Item 16D. Exemptions from the Listing Standards for Audit Committees	52

	Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	52

	Item 16F: Change in Registrant's Certifying Accountant	52

PART III		52

	Item 17. Financial Statements	52

	Item 18. Financial Statements	52

	Item 19. Exhibits

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F ("Annual Report") contains forward-looking statements, meaning statements that reflect our current expectations and views of future events and future financial performance. These forward-looking statements are made under the applicable safe-harbor provisions of United States and Canadian securities laws. In some cases, you can identify forward-looking statements by terminology such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "potential", or "continue", the negative thereof or other variations thereon or comparable terminology.

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

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

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that the forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.

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

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

Accordingly, shareholders and prospective investors should not place undue reliance on forward-looking statements. The forward-looking statements in this Annual Report speak only as to the date hereof. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

REPORTING CURRENCY

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

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

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

FREQUENTLY USED TERMS

As used in this Annual Report, unless the context otherwise requires or indicates otherwise, references to "we", "us", "our", "our Company" and "the Company" refer to Aether Global Innovations Corp., a British Columbia corporation.

In this Annual Report:

"AI" means artificial intelligence.

"BCBCA" means British Columbia Business Corporations Act.

"CSE" means the Canadian Securities Exchange.

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

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

"IASB" means the International Accounting Standards Board.

"IFRS" means International Financial Reporting Standards.

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

"Investment Act" means the Investment Canada Act.

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

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

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

"non-resident holder" means a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Canadian Income Tax Act and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his, her or its common shares in the capital of our Company in connection with carrying on a business in Canada.

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

"QEF" means a "qualified electing fund" in which case the U.S. Holder would be taxed currently, for each taxable year that we are a PFIC, on its pro rata share of our ordinary earnings and net capital gain (subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge).

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

"PFIC" means a passive foreign investment company.

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

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

"SSCI" means Scientific Systems Company Inc.

"TSXV" means the TSX Venture Exchange.

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

"UAS" means unmanned aircraft systems.

"UAVs" means unmanned aerial vehicles.

"WTO" means the World Trade Organization.

References to "USD" and "US$" are to U.S. dollars, references to "CAD" and "$" are to Canadian dollars, and references to "GBP" and "£" are to the British pound.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

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

C. Reason for the Offer and Use of Proceeds

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

D. Risk Factors

An investment in our securities carries a significant degree of risk. In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating our Company and its business, including our consolidated financial statements and related notes included herein, in connection with your ownership our securities. This Annual Report contains forward-looking statements and information within the meaning of U.S. and Canadian securities laws that involve risks and uncertainties. The Company's actual results may differ materially from the results discussed in the forward-looking statements and information. Factors that might cause such differences include those discussed below and elsewhere in this Annual Report.

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

Summary of Risk Factors

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

Risks Associated with Our Business

The Company has limited operating history.
The Company has to raise substantial amount of capital to maintain liquidity.
The Company is subject to a number of regulatory requirements.
Due to the Company's limited capital base, the shareholders are subject to potential dilution in case of financing through equity.
As a drone management and automation company, we are subject to a lot of competition in the market.
Due to the development of new software, we are subject to the risk of losing intellectual property rights over our asset.
Failure to comply with applicable regulatory requirements may have a material adverse impact on the business, financial condition and operating results of the Company.
Any deterioration of our relationship with our strategic business partners could have a material adverse effect on our operating results
Conflicts of interest may arise as a result of our directors and officers being directors and officers of other technology companies.

Risks Associated with our Common Shares

If our Company's business is unsuccessful, our shareholders may lose their entire investment.
The price of our common shares has been and may continue to be volatile.
If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence in our Company and the market price of our common shares may be materially and adversely affected.
As a "foreign private issuer", our Company is exempt from certain sections of the Exchange Act which results in shareholders having less complete and timely data than if the Company were a domestic U.S. issuer.
We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We will incur increased costs after we cease to qualify as an "emerging growth company."
Investors' interests in our Company will be diluted and investors may suffer dilution in their net book value per share if our Company issues additional shares or raises funds through the sale of equity securities.
Our Company does not intend to pay dividends on any investment in our common shares.
The risks associated with penny stock classification could affect the marketability of our common shares and shareholders could find it difficult to sell their shares.

Risks Relating to Management

We depend on key personnel to operate our business effectively in the competitive Aerospace & Defense and UAV/ UAS Industries.
Since certain of our officers and directors are located in Canada, it may be difficult to enforce any United States judgment for claims brought against such officers and directors.
Our management is free to devote time to other ventures and shareholders may not agree with their allocation of time.

Risks Associated with Our Business

Limited Operating History

The Company has only started generating revenues in the prior year. The Company was incorporated on October 17, 2011 and has yet to generate a profit from its activities. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. However, it is optimistic due to new direction and strategy specifically around investment into new technologies and global growth opportunities through strategic partnerships.

Substantial Capital Requirements and Liquidity

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

Regulatory Requirements

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

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

Financing Risks and Dilution to Shareholders

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

Competition

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

The Company is focused on both drone automation and research that reflects requirements for drones for various applications. Our main competition had been Chinese made drones, however many of these solutions are now being restricted from use in the US and Canada. We have identified partners that produce drones which do not utilise any Chinese made component and or Chinese drone, which will give us an advantage in the market. Our docking station is drone agnostic, which in turn allows us to integrate non Chinese made solutions.

Reliance on Management and Dependence on Key Personnel

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

Governmental Regulations and Processing Licenses and Permits

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

Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director or senior officer has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director or senior officer must disclose his interest in such contract or agreement. A director who has a material interest in a contract or proposed contract or agreement that is material to the issuer must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA. We cannot assure you that such conflicts will resolve in our favor.

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

We adopted a stock option plan in 2016 (the "2016 Plan"), to incentivize our employees, directors and consultants and align their interests with ours. We recognize expenses in our consolidated statement of loss in accordance with IFRS. Under the 2016 Plan, we were authorized to grant stock options to purchase up to 10% of our Company's issued and outstanding common shares. As of November 30, 2023, there were 3,575,000 stock options outstanding. As of November 30, 2023, our unrecognized share-based compensation expenses relating to unvested awards, amounted to $Nil.

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

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

Litigation

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

Risks Relating to the Common Shares

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

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

The price of our common shares has been and may continue to be volatile.

The trading price for our common stock on the CSE (where our stock has traded since March 10, 2016) has been and is likely to continue to be highly volatile. Although our common shares are currently quoted on the OTCQB, there is no active market for our common shares, and no significant U.S. market may develop. If such a market develops, prices on that market are also likely to be highly volatile. As a result, an investor may find it difficult to sell, or to obtain accurate quotations of the price of our common shares.

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

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

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

Prior to the public listing of our common shares, we were a private company with limited accounting and financial reporting personnel and other resources to address our internal control over financial reporting. In connection with the audit of our consolidated financial statements as of and for the year ended November 30, 2023, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the PCAOB, a "material weakness" is a deficiency, or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

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

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

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

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

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

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

the sections of the Exchange Act, including Section 14, regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

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

In addition, due to the Company's status as a foreign private issuer, the officers, directors and principal shareholders of our Company are exempt from the short-swing insider disclosure and profit recovery provisions of Section 16 of the Exchange Act. Therefore, these officers, directors and principal shareholders are exempt from short-swing profits which apply to insiders of U.S. issuers. The foregoing exemption results in shareholders having less data in this regard than is available with respect to U.S. issuers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Management

We depend on key personnel to operate our business effectively in the competitive Aerospace & Defense and UAV / UAS technology industries.

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

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

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

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

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

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

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

The Company was incorporated under the BCBCA on October 17, 2011. The head office, principal address and registered and records office of the Company are located at Suite 700 - 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5.

On July 31, 2023, the Company changed its name to Aether Global Innovations Corp. from Plymouth Rock Technologies Inc.

The Company's common shares are listed on the CSE under the symbol "AETH", on the Frankfurt Stock Exchange under the symbol "4XA" or WKN# "A3ESD0" and on the OTCQB under the symbol: "AETHF".

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

Through strategic partnerships and direct investment into drone companies, we have created an ecosystem and incubator for unmanned aerial vehicles and automation to work together in a holistic manner. Our incubator creates a consortium of industry partners working on the future of drone deployment and AI.

Drones have seen a remarkable rise in adoption, with applications ranging from domestic to defense scenarios. As we look towards the future, we firmly believe that automation and AI will continue to play a pivotal role in enhancing the capabilities and services provided by drones. Our partnerships vary from defense and commercial applications with a strong focus around R&D, which in turn attracts government and defense support through grant applications and offset transactions.

At Aether, we concentrate on three core service areas for UAV/Drone management and surveillance solutions:

(1) UAV/Drone Design & Development: We are dedicated to creating innovative and state-of-the-art unmanned aerial vehicles. As a drone incubator, we focus on attracting key partnerships and equity positions that support our research and development programs and attracting both government and research grants.

(2) Automation & Integrations: Embracing the power of automation, we streamline drone operations and integrate them seamlessly with existing systems. This synergy ensures maximum efficiency and effectiveness in every mission.

(3) Drone Base Station Technologies: We are at the forefront of advancing drone base station technologies, optimizing connectivity and communication to enhance the performance of UAV fleet.

Historical Development of our Business

Discontinued operations- loss of control

During first two quarters of fiscal year ending November 30, 2023, the Company did a full review on UK Operations (PRT UK and Tetra Drones) to mitigate further losses on these subsidiaries. After months of discussion, the Board decided that to protect the interest of shareholders, the Company would be better off putting the UK subsidiaries under liquidation. Therefor on June 16, 2023, the Company announced its decision to close down previously controlled subsidiaries, PRT UK and Tetra Drones as a result of the move towards a drone management and monitoring solutions business. On July 6, 2023, a special resolution was passed at a meeting of the members of PRT UK that PRT UK be wound up voluntarily, and liquidators were appointed in the UK for the purposes of such winding up. On September 4, 2023, pursuant to a special resolution by its members, Tetra Drones was also put into liquidation.

Similarly, due to lack of oversight and difficulty in obtaining complete and accurate books and records, resignation of key management personnel in the US Subsidiary, on July 20, 2023, the Company announced that it had also ceased operations with its U.S. Subsidiary, Plymouth Rock Technologies Inc. ("PRT USA").

During the third quarter of fiscal year ending November 30, 2023, the Company determined that based on its decision to put PRT UK and Tetra Drones into liquidation and to cease operations with PRT USA, the Company no longer has control over the operations of the said subsidiaries and there is no intent from management to continue operating these businesses. The Company assessed the date of loss of control and determined it be December 1, 2022 as no reliable financial records and supporting documents were accessible from the three subsidiaries for financial reporting purposes subsequent to November 30, 2022.

As a result of loss of control, the Company considered its PRT UK, PRT USA and Tetra Drones operations to have met the definition of discontinued operations and as such, assets, liabilities and results of operations that can be distinguished operationally and for financial reporting purposes from the rest of the Company have been terminated and reported separately in the financial statements.

A discontinued operation is a component of the Company that either has been abandoned, disposed of, or is classified as held for sale, and: (i) represents a separate major line of business or geographical area of operation; (ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or (iii) is a subsidiary acquired exclusively with a view to resell.

During the year ended November 30, 2023, the gain (loss) from discontinued operations - loss of control presented in the statement of loss and comprehensive loss is broken down as follows:

		Year ended November 30
		2023		2022			2021
Net Gain (Loss) from discontinued operations - loss of control	$	995,142	$	(1,949,330	)	$	(2,191,326	)

The results of operations of PRT USA, PRT UK and Tetra Drones for the years ended November 30, 2023, 2022 and 2021 were presented separately as loss from discontinued operations of subsidiaries - loss of control in the consolidated statements of loss and comprehensive loss. The amounts are broken down as follows:

		For the years ended November 30
		2023		2022			2021
Sales	$	-	$	607,359		$	184,396
Cost of sales		-		(191,175	)		(103,109	)
Gross Profit		-		416,184			81,287
OPERATING EXPENSES
General and administrative		-		1,519,539			1,074,492
Business development		-		62,763			200,465
Research and development		-		233,264			985,006
Total expenses		-		1,815,566			2,259,963
OTHER INCOME (EXPENSES)
Impairment loss on Demo Equipment		-		(236,677	)		-
Impairment of intangible asset		-		(330,650	)		-
Other Income		-		5,042			-
Gain on debt forgiveness		-		11,532			-
Foreign exchange gain (loss)		-		805			(12,650	)
Total other income (expense)		-		(549,948	)		(12,650	)
Loss from discontinued operations	$	-	$	(1,949,330	)	$	(2,191,326	)

After the loss of control, the Company also deconsolidated the net liabilities of the previously controlled subsidiaries for financial reporting purposes. The Company did not receive anything from the disposal of its investments. This then resulted in a gain from loss of control of subsidiaries for the year ended November 30, 2023.

Gain from loss of control of subsidiaries

The resulting gain from the loss of control of subsidiaries for the year ended November 30, 2023, is broken down as follows:

		PRT USA			PRT UK			Tetra Drones			Total
Net liabilities before loss of control of subsidiaries	$	4,870,623		$	1,481,194		$	227,907		$	6,579,724
Foreign currency translation adjustments		(123,484	)		25,310			3,023			(95,151	)
Less: Receivables from subsidiaries		(4,248,018	)		(1,120,913	)		(120,500	)		(5,489,431	)
Gain from loss of control of subsidiaries	$	499,121		$	385,591		$	110,430		$	995,142

B. Business Overview

Our Company

We are a company that collaborates with industry partners and academia as part of a consortium. Our primary goal is to revolutionize the drone technology market by providing cutting-edge automation and development solutions. Our focus over the past few years has been solely around research and identifying projects that are at a technology readiness level that is close to commercialization. We are then able to help fund some of that research and commercialize the product. To date, we have helped to fund Idrone Images, which will be an equity partner and generate future sales for Aether.

Drones have seen a remarkable rise in adoption, with applications ranging from domestic to defense scenarios. As we look towards the future, we firmly believe that automation and AI will continue to play a pivotal role in enhancing the capabilities and services provided by drones. It is, however, critical that we stay ahead of requirements. The latest development is the slow, but gradual move away from any Chinese products. Fortunately, due to our industry expertise and network, we are able to adapt our Company so that we fall in line with new requirements.

Our focus lies in serving large property and critical infrastructure owners, operators, and their management teams. By delivering bespoke services, we empower them to make well-informed decisions that can significantly impact their operations. Again, this has been in the form of research and development to integrate new drone technology with our equity partners docking station. Automation can provide an immediate return on investment with regard to reduction in full time employees and immediate data gathering, which in turn can prevent future delays in operation.

Funds raised so far have been focused on positioning ourselves as equity partners and R&D, which in turn will provide us with a commercialized product within the next 6-12 months.

Our Strategy

The Company's objective is to maximize the value of the Company for our shareholders, and our strategy to obtain this result is to focus on project evaluations and project generation. By way of example, one project we are currently evaluating is a long range fixed wing solution which allows for vertical take-off and land and border security applications. In conjunction with this, we have engaged with another Government entity to discuss protection of their three main borders and how the long range solution would be applicable. To proceed with this strategy, additional financings may be required during the current fiscal year.

Our Industry

We operate in the Aerospace & Defense and Unmanned Aerial Vehicle (UAV) / Unmanned Aircraft Systems (UAS) industries. The UAV Market is projected to grow from USD $26.2 billion in 2022 to USD $38.3 Billion by 2027, at a CAR of 7.9% from 2022 to 2027.

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

Our Technologies

iDroneImages Ltd. (“IDI”)

On April 11, 2023, the Company signed a Memorandum of Understanding (“MOU”) for a Strategic Partnership with IDI. The Company views this as a strategic partnership addressing 3 core strategic focus areas for the Company - management and monitoring, automation, and drone infrastructure (i.e. docking stations). Our reasoning behind signing an MOU and strategic partnership is to enhance our research and development capability both for drone integration with the docking station (drone agnostic) and additional AI capability. Aether is still engaged with IDI, especially now that there have been significant restrictions on Chinese made drones. The IDI docking station is drone agnostic, so we are in the process of introducing a company that does not utilize any Chinese components for integration.

Management and Monitoring: Drones have become an increasingly popular tool for use with critical infrastructure, such as oil and gas facilities and pipeline, large mining and construction sites, and government facilities.

Automation: It will be a critical focus area, as pre-determined flight paths with seamless operations will be important for infrastructure monitoring and management.

Drone's infrastructure (the Docking Stations): The Strategic Partnership with IDI, provides a leading-edge drone in the box solution, which helps address these specific and important focus areas.

On May 7-12, 2023, the Company together with IDI and Watchdog Equipment showcased the integration of a self-operating drone-in-the-box technology from IDI with the mobile renewable power platform from Watchdog Equipment in the Governor’s Hurricane Conference in Palm Beach, Florida, USA. The Company’s goal is to offer a three-pronged solution – Drone Management and Monitoring, Automation and Integration and a Drone Base Station Infrastructure and Technology.

On May 30, 2023, the Company signed an MOU for a Strategic Partnership with Protegimus Protection Ltd (“Protegimus”). The MOU is non-binding until finalized and will focus initially on Collaborative Business Development efforts specifically focused on critical infrastructure and security applications for remote monitoring (DiaB), this includes, (i) establishing key strategic objectives and client programs for new regions, specifically Asia Pacific and the Middle East and (ii) identifying additional services and capabilities for fixed and mobile aerial support operation center (ASOC) services, which are all of mutual interests to the Company and Protegimus.

On August 15, 2023, the Company signed an MOU for a strategic partnership with Grupo Senseta Inc. a deep tech, AI and big data-driven cybersecurity and intelligent drone services company. The Strategic Partnership MOU is non-binding until finalized and will focus initially on collaborative product development focused on critical infrastructure and security applications for monitoring, surveillance and data collection of government facilities, critical infrastructure and pipelines, electrical grids and waterways.

On August 16, 2023 the Company and IDI signed an MOU for a strategic partnership with Limitless Integration LLC, an integration solutions and deployment service provider for safety and security communications and surveillance technologies. The Strategic Partnership MOU is non-binding until finalized and will focus initially on collaborative product integrations and deployment with a focused around large-scale facilities and critical infrastructure operations.

In addition to IDI, we are creating a drone AI incubator through strategic investments and or partnerships. One example of that is with Idrone Images, who we invested in as they provide a fully automated drone base station. The base station, which is drone agnostic, provides the ability to provide automated mission planning applicable for commercial and or border patrol solutions. We chose this company due to its ability to integrate with some of our other partners' drones.

On August 30, 2023, the Company signed a Strategic Joint Venture Partnership MOU with Ruf Diamond LLC., a distributor and retrofitter of all-terrain vehicles and equipment built to withstand the harshest of conditions. The joint venture will look to identify business opportunities to exploit the development, integration and deployment of an automated drone solution from Ruf Diamond's retrofitted all-terrain FatTruck vehicle platforms.

On September 18, 2023, the Company announced that it had signed a strategic partnership MOU with STA QSTP LLC ("STA"), a bespoke technology solutions provider. STA has expertise in aerial solutions that feature rugged UAVs with intelligent control systems and enhanced safety and security features. The technology firm offers smart UAV solutions and applications with mission critical sensors and payloads that offer bespoke intelligent aerial solutions for each client's particular needs.

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

On August 22, 2024 the Company signed an LOI to acquire 1401068 BC Ltd. in an all-share deal. 1401068 BC Ltd. is in the business of investing in early-stage technology ventures in both Canada and the United States, and is currently completing an earn-in arrangement with an early stage drone development company. The LOI is non-binding until finalized and focuses on joining the two companies together.

During the financial year ended November 30, 2023, the Company shifted its focus from developing XV Unmanned Aerial Systems to becoming a drone management and solutions business. While continuing to be involved in UAV/drone design and development, the Company also became involved in two core service areas for UAV/drone management and surveillance solutions, namely 1) automation and integrations, which involved streamlining of drone operations through automation and integrate them seamlessly with existing systems and 2) drone base station technologies.

During the financial year ended November 30, 2022, the Company's focus was on XV Unmanned Aerial Systems as its main technology. The Wi-Ti, SS-1 Shoescanner and CODA threat detection radar technology development were put on hold.

During the financial year ended November 30, 2021, the Company's technologies focused on security and threat detection, with its main technologies including (1) Wi-Ti - Wireless Threat Indication; (2) Shoe Scanner - SS1 Footwear Imaging Radar; (3) MiRIAD - Millimeter Remote Imaging from Airborne Drone; (4) X1 and XV Unmanned Aerial Systems; and (5) CODA - Cognitive Object Detection Apparatus.

Principal Markets

The Company's business focuses mainly on the North American and UK markets. Due to the recent conflict in Ukraine, we have now aligned with European drone companies that do not use Chinese components. This is in keeping with the requirements for providing UAV capability to the US and Canadian Defense Departments. This will also be a requirement for any law enforcement and or additional government entity.

Our focus with regard to providing long range border security applications will allow us to explore additional opportunities overseas of which we intend to invest in a long-range drone application that we expect will in turn attract offset transactions with major defense primes that have offset obligations in Canada.

Because of this, we have also started to engage with foreign government agencies. Furthermore, we have partnered with SSCI that provides additional AI and software and payload capability that is applicable for commercial applications such as fisheries and monitoring forest fires.

Seasonality

The Company's business is not affected by seasonality.

Sources and Availability of Raw Materials

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

Marketing Channels

The Company has a consultative sales model. Our philosophy is rooted in building a relationship. We develop a holistic and nuanced understanding of our clients' needs and aim to fulfill those needs with a customized solution.

Compliance with Government Regulation

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

In the U.S., the Federal Aviation Administration, or the FAA, one of several modal organizations within the Department of Transportation, or the DOT, is the regulatory agency with authority to oversee the safety of aircraft operations in the national airspace system of the United States, or the NAS. By statute, the U.S. Congress has vested the FAA with authority to regulate airspace use, management and efficiency, air traffic control, safety, navigational facilities, and aircraft. By contrast, the DOT retains regulatory control over all economic authority granted to commercial operations of aircraft. Thus, in addition to any FAA approvals and authorization required for operation of aircraft within the NAS, each aircraft operator conducting commercial operations must also be issued and hold economic authority (or an exemption) from the DOT. UAS are considered a category of aircraft for purposes of regulation by the FAA and the DOT. Our UAS and their operations are therefore subject to the approval by both the FAA and the DOT.

With respect to UAS operations in the NAS, the FAA currently has the authority to promulgate and enforce restrictions regarding (i) the types of flights that may be conducted; (ii) the equipment that may be used to conduct those flights; and (iii) the training required. The regulatory framework applicable to a particular UAS operation is determined by whether (a) the UAS is used by a government agency, for commercial purposes, or as a model aircraft; and (b) whether at takeoff the UAS (including any attachments) weighs less than 55 pounds (Small UAS), or equal to or more than 55 pounds (Large UAS). As a result of this regulation, commercial use and delivery of our UAS is and in the near future is expected to continue to be subject to an uncertain or lengthy approval process. We are unable to estimate the average length of time required to obtain the applicable regulatory approvals due to the nascent nature of UAS regulations and the lack of relevant precedents. We cannot predict when these regulations will change, and any new regulations may impose onerous requirements and restrictions.

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

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

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

C. Organizational Structure

As of the date of this Annual Report, the Company does not have any significant subsidiaries and is operating as a single entity. Operations have been centralised in order to concentrate efforts in the US and Canada. See Exhibit 8.1 to this Form 20-F for a list of the Company's subsidiaries, none of which are significant as defined in rule 1-02(w) of Regulation S-X. See "Discontinued operations - loss of control" under Item 4.A. "History and Development of the Company" above for more information regarding the status of the Company's non-significant subsidiaries.

D. Property, Plant and Equipment

The Company has equipment such as various computers, furniture, vehicles, leasehold improvements, and demo equipment used by the previously controlled subsidiaries, in the ordinary course of business.

In connection with loss of control of its subsidiaries, the Company derecognized property, plant, and equipment with a net book value of $22,817.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations for the fiscal year ended November 30, 2023, should be read in conjunction with our financial statements and related notes included in this Annual Report in accordance with "Item 8 - Financial Information"). Our financial statements for the fiscal year ended November 30, 2023, were prepared in accordance with IFRS and are expressed in Canadian Dollars.

A. Operating Results

Years Ended November 30, 2023 and 2022

During the year ended November 30, 2023, the Company had a comprehensive loss of $634,059 compared to a comprehensive loss of $2,739,060 for the year ended November 30, 2022. The decrease in comprehensive losses were primarily driven by the following:

Accounting and audit fees of $92,723 (November 30, 2022 - $192,403). The amount decreased in the current period due to a lower cost charged by new auditors for the 2022 year-end financial audit. Year end 2021 audit fee final billing spilled over through the first two quarters of the year 2022. The higher audit fees resulted from the difficulty in getting complete records from the UK subsidiaries - PRT UK and Tetra Drones which also caused the Company to go under an MCTO.
Business development expenses of $386,991 (November 30, 2022 - $114,665) increased due to the new direction taken by the Company. The Company has engaged a team of experienced consultants who aids in building strategies and helps introduce the Company to new key partners that will help the Company grow.
Consulting fees of $136,475 (November 30, 2022 - $138,523) slightly decreased from last year due to the cancellation of the consulting fees contract with a director during the current year. The consulting fees were previously paid in shares.
Investor relations of $261,908 (November 30, 2022 - $Nil) were paid to a consultant for advisory services. The services generally relate to capital markets advice and assistance in dealing with strategic investors for the Company.
General office expenses of $20,209 (November 30, 2022 - $31,160) decreased as no new development on the website was done for the company during this period.
Insurance of $11,180 (November 30, 2022 - $16,065) decreased due to decrease in rate of insurance provider by the supplier.
Rent of $6,000 (November 30, 2022 - $6,963) decreased due to the lower fixed rent fees in the current year.
Legal fees of $224,140 (November 30, 2022 - $51,603) increased due to compliance related to the change of board and retention of legal counsel for advisory services regarding the discontinued subsidiaries.
Management fees of $92,127 (November 30, 2022 - $Nil) increased from last year's as management fee was accounted under "loss from discontinued operations".
Transfer agent and filing fees of $63,912 (November 30, 2022 - $59,385) increased due to an increase in the fees charged by the service providers.
Travel expenses of $8,212 (November 30, 2022 - $Nil) was spent for business trips to attend conferences for the current year.
Stock-based compensation of $99,588 (November 30, 2022 - $Nil) refers to a portion of the value of the stock options granted by the Company which are expensed during the period.

Impairment loss of $209,702 (November 30, 2022 - $Nil) was recognized due to uncertainty surrounding collectability of the long-term receivable.

B. Liquidity and Capital Resources

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

As at November 30, 2023, the Company had $228,253 in current assets (November 30, 2022 - $62,202) and $497,776 in current liabilities (November 30, 2022 - $2,087,875) for a working capital deficit of $269,523 compared to a working capital deficit of $2,025,673 as at November 30, 2022. The reduction of the working capital deficit is mostly driven by discontinuance of subsidiaries.

As at November 30, 2023, the Company had a share capital balance of $13,916,448 (November 30, 2022 - $11,851,771) and an accumulated deficit of $17,144,688 (November 30, 2022 - $16,535,760). The increase in share capital is due to private placement closing in March 2023, private placement closing in July 2023 and shares issued for investor relations services during the period.

Financing of operations has been achieved solely by loans and equity financing. However, the Company expects to generate profitable revenue in the coming years with adequate investment to support adding experienced manufacturing personnel and capital equipment. Currently the Company is primarily reliant upon the sale of equity securities, loans and some product sales in order to fund future operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis. The Company's ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing.

The Company expects to generate similar losses quarter over quarter for the next fiscal year in relation to the Company's development, administration, and promotion of its technologies. As of report date, management anticipates that the funds raised to date will be sufficient to sustain operations and the development of the Companies technologies for the next fiscal year.

Detailed discussions related to the Company's cash flows during the year ended November 30, 2023

Cash balances increased by a total of $25,428 during the year ended November 30, 2023 (November 30, 2022 - decreased by $343,725). During the current year, the cash increase is mainly due to proceeds from private placement financing offset by the increased costs of operations.

During the year ended November 30, 2023, cash used in operating activities was $2,726,009 compared to cash used in operating activities of $414,024 during the year ended November 30, 2022. Most of the cash outflows were for payments of operating costs as well as the outflows from the operations of previously controlled subsidiaries.

Cash inflow in investing activities during the year ended November 30, 2023, was $785,439 (November 30, 2022 - provided by investing activities $Nil). Positive cash inflow from investing activity is mainly due to the discontinued operations. In the current year, the Company has loaned $209,703 (£120,000 plus accrued interest) to IDI to fund the latter's new and existing business opportunities.

Cash inflow in financing activities during the year ended November 30, 2023, was $1,965,998 compared to cash inflow by financing activities of $70,299 during the year ended November 30, 2022. During the current year, the Company has received subscription money of $2,278,420 (2022 - $Nil) in private placements closed during the current period and paid $233,403 share issuance cost. The Company has also repaid loans payable amounting to $79,019.

The effect of foreign exchange rates on cash during the year ended November 30, 2023 amounted to a gain of $nil (November 30, 2022 gain - $18,194).

C. Research and Development, Patents and Licenses

The Company has no patents, research and development and licenses for the year ended November 30, 2023.

D. Trend Information

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

The following table summarizes selected financial data for our Company for the fiscal years ended November 30, 2023, 2022, 2021, 2020 and 2019, respectively, prepared in accordance with IFRS as issued by the IASB. The information in the table is expressed in Canadian Dollars was extracted from the detailed financial statements and related notes included in this Annual Report and should be read in conjunction with such financial statements.

Selected Financial Data

(CAD$)

Consolidated Statements of (Loss) Income Data	Year Ended November 30
Consolidated Statements of (Loss) Income Data	2023 (audited) ($)	2022 (audited) ($)	2021 (audited) ($)	2020 (audited) ($)	2019 (audited) ($)
Revenues	-	-	-	70,931	28,257
Operating Expenses	(1,457,565)	(941,104)	(2,440,508)	(3,064,180)	(3,044,810)
Comprehensive Loss	(634,059)	(2,739,060)	(4,944,231)	(2,904,690)	(4,320,563)
Loss Per Share Basic and	(0.02)	(0.05)	(0.09)	(0.08)	(0.14)
Common Shares Outstanding	105,504,461	59,317,461	59,239,336	42,762,264	32,796,600

Consolidated Statements of Financial Position Data	As at November 30
Consolidated Statements of Financial Position Data	2023 (audited) ($)	2022 (audited) ($)	2021 (audited) ($)	2020 (audited) ($)	2019 (audited) ($)
Current Assets	228,253	62,202	632,538	79,919	727,526
Current Liabilities	497,776	2,087,875	706,666	322,738	227,058
Working Capital (Deficit)	(269,523)	(2,025,673)	(74,128)	(242,819)	500,468
Total Liabilities and Shareholders' Equity	228,254	148,201	1,549,139	261,385	739,990
Deficit	(17,144,688)	(16,535,760)	(13,867,962)	(8,893,128)	(5,968,892)

E. Critical Accounting Estimates

The Company's financial statements included in this Annual Report were prepared in accordance with IFRS and as issued by the IASB. For a description of critical accounting estimates and other significant accounting policies please refer to the notes to the Company's audited financial statements included under Item 18 Financial Statements in this Annual Report.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and senior management

The following table sets forth our current directors and senior management as well as our directors and senior management as at financial year-end November 30, 2023:

Name	Position(s) Held with Company	Principal Business Activities and Other Principal Directorships
Philip Lancaster	Director (since June 6, 2022) CEO and President (since May 10, 2023) and Secretary (from February 3, 2023 to May 20, 2023)	Director West Riding Consultancy 2020. 2016-2020 SVP Patriot One Technologies.
Douglas Smith	Chairman (since May 12, 2020) and Director (since April 29, 2020)	Managing Director at Kent Strategies LLC and Executive Vice President for MWW Group LLC. In the past he occupied the position of Managing Partner at T-Street Capital LLC and Assistant Secretary at United States Homeland Security Council. Douglas A. Smith received an undergraduate degree from Beloit College and an undergraduate degree from SIT Graduate Institute.
Al Treddenick	Director (since May 30, 2023)	Alan has been involved as an Advisor on Government Relations for a number of public safety start-up companies and currently serves on the Advisory Board for TIGIR Solutions, a disruptive Canadian AI technology start-up in the Threat and Risk Analysis space, J3 Global Solutions, a global risk and crisis management company, Kirsch Group, a global security and investigation company, as well as with M-Sec Enterprises, a Canadian tactical solutions provider in the public safety, security, and defense sectors.
Nancy Boufeas	Corporate Secretary (since October 17, 2023), Interim Chief Financial Officer (since September 6, 2024)	Corporate Secretary of Company from October 17, 2023 to present. Interim Chief Financial Officer of the Company since September 6, 2024.
Zara Kanji	Director (from April 10, 2023 to August 21, 2024) and Chief Financial Officer (from January 15, 2018 to November 9, 2021)	Chief Financial Officer from January 15, 2018 to November 9, 2021. Director and AC chair from April 10, 2023 to August 21, 2024. Zara is a founder of Zara Kanji & Associates, CPA. (est. 2004). Zara has over 25 years of experience and has served as executive management and board member for numerous listed companies.

Name	Position(s) Held with Company	Principal Business Activities and Other Principal Directorships
Karen Mae Parren	Chief Financial Officer (from May 15, 2023 to July 31, 2024) Secretary (from May 20, 2023 to October 17, 2023)	Chief Financial Officer of the Company from May 15, 2023 to July 31, 2024.
Khalid M. Al-Ali	Director (from July 8, 2020 to January 31, 2024)	Founder of Grupo Senseta, Inc. and Silicon Valley Space Business Roundtable, Khalid Al-Ali is Executive Chairman for Grupo Senseta, Inc. and Chairman for Silicon Valley Space Business Roundtable.

Philip Lancaster - Director, President and CEO (Age: 54)

Philip Lancaster has been a director of the Company since June 6, 2022, and has also been President since February 3, 2023 and CEO since May 10, 2023.

Phil Lancaster brings several years of public company experience from his several years of tenure as SVP Business Development & Government Relations at Patriot One Technologies. Prior to this role Phil worked internationally as a British Police Officer in VIP close protection, as well as international service in British Overseas Territories. Throughout his career, Phil received several notable awards for his efforts in the UK and overseas. Through Phil's work in diplomatic protection, and Patriot One Technologies, he has established an extensive global network of contacts that range from government to law enforcement agencies. Phil has written several journal articles focused on the future of soft target hardening and innovation. In addition to his role as a director, Phil will also be taking a management role, assisting in the commercial exploitation of the company's technologies to law enforcement and state security agencies.

Douglas Smith - Chairman, Director (Age: 55)

Douglas Smith has been a director of the Company since April 29, 2020, and Chairman of the Board of Directors since May 12, 2020. The Honorable Douglas Smith has spent the last 30 years serving at the highest levels of government in national security and the private sector, and is a serial entrepreneur. Douglas currently leads Global Affairs for Orchard Global, where he leads the firm's engagements with national security work, private equity, and international governments. Douglas is a recognized global expert in national security and its impact on business, and role in preventing and managing crises, frequently invited to speak in international conferences and regularly appearing in global media.

Before joining Orchard, Douglas was appointed by President Barack Obama to serve as the Assistant Secretary for the Private Sector at the U.S. Department of Homeland Security (DHS). In this role, Douglas advised the Secretary on the impact of the Department's policies, regulations, and processes globally on millions of private sector companies, universities, and not-for-profits institutions. Douglas was responsible for coordinating seamless private sector engagement across all 22 of DHS's divisions including the Secret Service, Coast Guard, Customs and Boarder Protection and Immigration and Customs Enforcement.

Alan Treddenick - Director (Age: 65)

Alan has been a director of the Company since May 30, 2023. Alan is the CEO of ATNOH Group, a Global Public Safety and Risk Consultancy. Prior to founding the company, Alan spent 32 years with the Canadian Security Intelligence Service (CSIS) and the Royal Canadian Mounted Police (RCMP), involved in extensive counter-terrorism operations within Canada and abroad. Alan then joined BlackBerry's Government Relations division and established a team to lead BlackBerry's strategic relationships with law enforcement, intelligence, and security agencies around the globe on national security, sensitive investigations, and other regulatory issues focused on lawful access and market access concerns. Recently Alan has been involved in First Responder and Intelligence / Security Professional wellness and mental health issues.

Alan is a graduate of Queen's University, the RCMP Training Academy, and the Canadian Police College. He continues as a member of the Canadian Association of Chiefs of Police (CACP) serving on a number of committees. He maintains membership in the International Association of Chiefs of Police (IACP), ASIS, Royal Canadian Military Institute, Chatham House (UK), as well as formerly being on the Advisory Board at the Sheffield Hallam University's Centre of Excellence in Terrorism, Resilience, Intelligence and Organized Crime Research (CENTRIC). Alan has been involved as a Senior Strategic Advisor on Government Relations and Regulatory Affairs for a number of public safety start-up companies and currently serves on the Advisory Board for TIGIR Solutions, a disruptive Canadian AI technology start-up in the Threat and Risk Analysis space, J3 Global Solutions, a global risk and crisis management company, Kirsch Group, a global security and investigation company, as well as with M-Sec Enterprises, a Canadian tactical solutions provider in the public safety, security, and defence sectors.

Nancy Boufeas - Corporate Secretary and Interim Chief Financial Officer (Age 53)

Nancy Boufeas has been Corporate Secretary of the Company since October 17, 2023 and interim Chief Financial Officer since September 6, 2024. Nancy is a Corporate Paralegal with more than 25 years legal experience in Civil Litigation and Corporate/Business law. Having obtained her paralegal designation in 2002, she manages over 200 private companies and provides administration services for several public companies trading on the CSE and TSX-V.

Zara Kanji - Former Director (Age: 53)

Zara Kanji was a director of the Company from April 10, 2023 to August 21, 2024 and prior to that Chief Financial Officer from January 15, 2018 to November 9, 2021. Zara is a founder of Zara Kanji & Associates. (established 2004). Zara is experienced in financial reporting compliance for junior listed companies, taxation, general accounting, financial reporting and value-added advisory services for individuals, private and public companies.

In addition to providing business advisory and compliance services to private and public entities, Zara has served as director and officer for several listed issuers and has been a part of teams that have facilitated financings and acquisition transactions.

Zara is passionate about financial literacy and regularly provides presentations for entrepreneurs, start-ups, women's groups and new Canadians. She is also a Member of the Chartered Professional Accountants of BC and Canada (previously the Certified General Accountants Association) since August 2003. Ms. Kanji holds a Bachelor of Technology in Accounting (Honors) and a Diploma in Corporate Finance (Honors) from the British Columbia Institute of Technology.

Karen Mae Parrin - Former Chief Financial Officer (Age 34)

Karen Mae Parrin was the Chief Financial Officer of the Company from May 15, 2023 to July 31, 2024 and was Corporate Secretary from May 20, 2023 to October 17, 2023. Karen specializes in Corporate Finance; primarily focused on public companies with a concentration on consolidation, cross-border transactions, and compliance. Karen's industry experience includes mining, manufacturing, renewable energy power generation, real estate, construction, software, and technology. She is a Certified Public Accountant in the Philippines and holds a Chartered Professional Accountant (CPA) designation in BC, Canada. Karen holds a Master of Science in Finance (2017) and Bachelor of Science in Business Administration and Accountancy (2011) from the University of the Philippines.

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

Dr. Khalid M. Al-Ali was a director of the Company from July 8, 2020 to January 31, 2024. Dr. Al-Ali brought deep experience and expertise to his roles in various organizations, having spent much of his career in Silicon Valley. He is the Co-Founder and Executive Chairman of Senseta, a world leader in mission-critical big data fusion, artificial intelligence and drone-powered deep technologies. He is the Co-Founder and Chairman of the Silicon Valley Space Business Roundtable. He was the Executive Director of the University of California Office for NASA Partnerships and the University Affiliated Research Center. Dr. Al-Ali was the advisor to the Board of Directors of Qatar Foundation and CEO of the Qatar Science and Technology Park Project. He was a founding member of both Qatar's Information Technology and Communication Committee and the Steering Committee of the Information Technology and Communication Project. Dr. Al-Ali is the principal inventor of U.S. and worldwide-patented technologies, along with a multitude of disclosed inventions not yet patented. He holds a Ph.D. in Mechanical and Electrical Engineering from the University of California at Berkeley and dual B.S. degrees in Mechanical and Aerospace Engineering from the University of Colorado at Boulder.

Family Relationships

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

B. Compensation

During the years ended November 30, 2023 and November 30, 2022, compensation was paid (which includes contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date) to our directors and officers as follows:

COMPENSATION TABLE

Name
and Principal
Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensa-
tion
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensa-
tion
Earnings
($)

All
Other
Compensa-
tion
($)

Total
($)

Philip Lancaster

President and CEO, former Secretary, and Director ⁽¹⁾

2023

2022

82,500

75,000

Nil

24,834

Nil

(62,500)⁽¹⁾

Nil

44,834

75,000

Douglas Smith

Chairman and Director

2023

2022

Nil

17,189⁽¹²⁾

6,209

Nil

6,209

17,189

Alan Treddenick

Director⁽²⁾

2023

2022

Nil

N/A

Nil

N/A

Nil

N/A

3,103

N/A

Nil

N/A

Nil

N/A

Nil

N/A

3,103

N/A

Nancy Boufeas Corporate Secretary ⁽³⁾

2023

2022

10,429

N/A

Nil

N/A

Nil

N/A

1,552

N/A

Nil

N/A

Nil

N/A

Nil

11,981

N/A

Zara Kanji

Former Director and former Chief Financial Officer⁽⁴⁾

2023

2022

Nil

$9,312

Nil

63,844

Nil

73,156

Nil

Karen Mae Parrin

Former Chief Financial Officer⁽⁵⁾

2023

2022

31,000

Nil

6,208

Nil

37,209

Nil

Khalid M. Al-Ali

Former Director ⁽⁶⁾

2023

2022

Nil

6,208

Nil

COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensa- tion Earnings ($)	All Other Compensa- tion ($)	Total ($)
Dana Wheeler Former Director, President and CEO⁽⁷⁾	2023 2022	54,100 330,337	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	54,100 330,337
Susan J Gardner Former Chief Financial Officer⁽⁸⁾	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Carl Cagliarini Former Interim CEO and Director⁽⁹⁾	2023 2022	27,127 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	27,127 Nil
Thomas Nash Former Director⁽¹⁰⁾	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Vivian Katsuris Former Secretary and Director⁽¹¹⁾	2023 2022	N/A 60,000	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A 60,000

Notes:

⁽¹⁾ Philip Lancaster was appointed as President and Secretary effective February 3, 2023 and ceased to be Secretary on May 20, 2023. Philip was appointed CEO on June 6, 2022. He was paid or accrued $35,000 in management fees (2022 - $Nil) and $47,500 in consulting fees (2022 - $75,000) and he has forgiven $62,500 of it in the fiscal year ended November 30, 2023.

⁽²⁾ Alan Treddenick was appointed as a director on May 30, 2023.

⁽³⁾ Nancy Boufeas was appointed as Corporate Secretary on October 17, 2023.

⁽⁴⁾ Zara Kanji ceased to be Chief Financial Officer on November 9, 2021. Ms. Kanji was appointed as a director effective April 10, 2023. She ceased to be a director on August 21, 2024.

⁽⁵⁾ Karen Mae Parrin was appointed Chief Financial Officer May 15, 2023 and ceased to be Chief Financial Officer on July 31, 2024. Ms. Parrin was Corporate Secretary from May 20, 2023 to October 17, 2023.

⁽⁶⁾ Khalid Al-Ali ceased to be a director on January 31, 2024.

⁽⁷⁾ Dana Wheeler ceased to be President and Chief Executive Officer on February 3, 2023 and ceased to be director on May 19, 2023.

⁽⁸⁾ Susan Gardner ceased to be the Chief Financial Officer on May 12, 2023.

⁽⁹⁾ Carl Cagliarini ceased to be interim CEO and a director on May 10, 2023.

⁽¹⁰⁾ Thomas Nash ceased to be a director on March 31, 2023.

⁽¹¹⁾ Vivian Katsuris previously acted as interim CFO for the Company from November 9, 2021, to January 13, 2022, and was a director from January 13, 2022 to March 16, 2022.

⁽¹²⁾ This refers to 78,125 shares issued to Douglas Smith with a fair value of $17,188 as payment to his consulting services rendered for the fiscal year ended November 30, 2022.

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

Written Management Agreements

Philip Lancaster, Director, President, and CEO is party to a consulting agreement with the Company dated June 1, 2022, as amended March 1, 2023, for compensation of $5,000 per month with a 45-day notice of termination.

Vivian Katsuris, former Secretary, has a consulting agreement with the Company for compensation of $2,625 per month with a 30-day notice of termination. Until February 28, 2023, compensation payable under the agreement was $5,250 per month. As of March 1, 2023, the amount of compensation payable was reduced to $2,625 per month.

Nancy Boufeas, Corporate Secretary and interim CFO, is party to a consulting agreement with the Company dated September 6, 2024 for compensation of $2,500 per month for corporate and administrative services and $2,000 per month for acting as the Company's interim CFO, with a 30-day notice of termination. The agreement replaces a previous consulting agreement between Ms. Boufeas and the Company dated July 24, 2023 for compensation of $1,500 per month.

Karen Mae Parrin, former Chief Financial Officer, has a consulting agreement with the Company dated May 1, 2023 for compensation of $5,000 per month with an in-writing termination clause. The Agreement was terminated upon her resignation on July 31, 2024.

Zara Kanji & Associates, a Company controlled by Zara Kanji, former director, has an agreement with the Company for accounting services for $5,000 per month with an in-writing termination clause. The agreement remained in place even after her resignation as a director.

Long-Term Equity Incentive Plan: On October 17, 2022 we adopted a long-term equity incentive plan (the "2022 Plan") which replaced our 2016 stock option plan. All options granted under our 2016 stock option plan remain in full force and effect.

The purpose of our 2022 Plan is to attract and motivate directors, senior officers, employees, management company employees, consultants and others providing services to our Company and its subsidiaries, and thereby advance our interests, by affording such persons with an opportunity to acquire an equity interest in our Company through the grant of Awards. Awards as defined in the 2022 Plan include options to purchase shares, deferred share units, restricted share units, stock appreciation rights and other share-based awards that may be granted pursuant to the 2022 Plan.

Our 2022 Plan is a "rolling" plan whereby 10% of the issued and outstanding common shares of the Company at the time of granting of Awards (on a non-diluted basis) may be reserved for issuance upon the exercise or redemption of all Awards granted under the 2022 Plan.

The following is a summary of some of our 2022 Plan's provisions:

• the 2022 Plan shall not, together with all other security-based compensation arrangements of the Company, result, at any time, in (a) the number of common shares issuable to insiders exceeding ten percent (10%) of the issued and outstanding common shares (on a non-diluted basis); or (b) the issuance to insiders, within a one-year period, of a number of common shares exceeding ten percent (10%) of the issued and outstanding common shares (on a non-diluted basis) excluding common shares issued to such insider under the 2022 Plan or any other share compensation arrangement over the preceding one year period; or (c) the issuance to any one insider and such insider's associates within a one year period, of a number of common shares exceeding five percent (5%) of the issued and outstanding common shares (on a non-diluted basis), excluding common shares issued to such insider under the 2022 Plan or any other share compensation arrangement over the preceding one year period;

• the maximum number of Awards which may be reserved for issuance to any one person under the 2022 Plan in any 12 month period shall be 5% of the common shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other option to purchase common shares from treasury granted as a compensation or incentive mechanism.

• the number of options granted to any one consultant, or to persons involved in investor relations activities in a 12 month period under the 2022 Plan shall not exceed 2% of the common shares outstanding at the time of grant (on a non-diluted basis), less the aggregate number of common shares reserved for issuance to consultants or such persons pursuant to any other share compensation arrangement, unless the consent of the applicable stock exchange is first obtained;

• an Award is personal to the participant and is non-assignable and non-transferable, except with the prior written consent of the Company and any required consent of the applicable stock exchange and any other applicable regulatory authority;

• Awards may only be granted to employees, officers, director, management company employees or consultants of the Company or of any affiliate;

• Awards are subject to specific termination provisions including upon the participant ceasing to be eligible or in the event of the death of a participant;

• the term of an option to purchase shares shall be five (5) years from the date of the grant;

• other than options to purchase shares granted to consultants providing investor relations services, options to purchase shares shall vest in instalments, with 1/3 of such options exercisable in whole or in part on or after the first anniversary following the grant of the option, and a further 1/3 vesting and becoming exercisable on each of the second and third anniversaries following the grant of the option;

• options to purchase shares granted to consultants providing investor relations services shall vest at a minimum over a period of 12 months with no more than 1/4 of such options vesting in any three (3) month period;

Our 2022 Plan is listed as Exhibit 4.2 to this Form 20-F and is incorporated by reference to our Form 20-F filed on May 11, 2023.

Option-Based Awards

During the year ended November 30, 2023, the Company granted 3,450,000 stock options to officers and directors. No stock options were exercised.

As at November 30, 2023, 1,850,000 options were held by the CEO, former CFO, former Corporate Secretary, Chairman, and the Company's directors, current and former. During the year ended November 30, 2023, the Company recognized $57,425 (2022 - $Nil) related to the options held by the officers and directors.

The following table sets forth the option-based awards for each of the directors and officers of the Company as at November 30, 2023 which were outstanding as at November 30, 2023.

Name	Option Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)⁽¹⁾
Philip Lancaster President, CEO and Director	800,000⁽²⁾	.05	August 18, 2026	Nil
Douglas Smith Director	200,000	.05	August 18, 2026	Nil
Al Treddenick Director	100,000	.05	August 18, 2026	Nil

Name	Option Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)⁽¹⁾
Nancy Boufeas Corporate Secretary and Interim CFO⁽³⁾	50,000	.05	August 18, 2026	Nil
Karen Mae Parrin Former CFO⁽⁴⁾	200,000	.05	August 18, 2026	Nil
Zara Kanji Former Director⁽⁵⁾	300,000	.05	August 18, 2026	Nil
Khalid M. Al-Ali Former Director ⁽⁶⁾	200,000	.05	August 18, 2026	Nil

Notes:

⁽¹⁾ Value is calculated based on the difference between the market value of the securities underlying the options as at November 30, 2023, being $0.035, and the exercise price of the option.

⁽²⁾ Options were granted to Mr. Lancaster's company, 1274677 B.C. Ltd.

⁽³⁾ Nancy Boufeas was appointed as Corporate Secretary on October 17, 2023 and as interim Chief Financial Officer on September 6, 2024.

⁽⁴⁾ Karen Mae Parrin was appointed Chief Financial Officer May 15, 2023 and ceased to be Chief Financial Officer on July 31, 2024. Ms. Parrin was Corporate Secretary from May 20, 2023 to October 17, 2023.

⁽⁵⁾ Zara Kanji was appointed as a director effective April 10, 2023 and ceased to be a director on August 21, 2024.

⁽⁶⁾ Khalid Al-Ali ceased to be a director on January 31, 2024.

Termination and Change of Control Benefits

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

Pension, Retirement or Similar Benefits

We have not set aside or accrued any amounts to provide pension, retirement or similar benefit for our directors or senior management during the fiscal year ended November 30, 2023.

C. Board Practices

Term of Office

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

Service Contracts

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

Committees

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

Audit Committee

The members of our audit committee are Philip Lancaster and Alan Treddenick. All members are financially literate, meaning that they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee, which is listed as Exhibit 11.1 to this Form 20-F and is incorporated by reference to our Form 20-F filed on March 31, 2021. The audit committee is responsible for review of both interim and annual financial statements for our Company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and financial records of our Company and any subsidiaries and to discuss with management and the external auditors of our Company any accounts, records and matters relating to the financial statements of our Company. The audit committee members meet periodically with management and annually with the external auditors. Our audit committee has the overall duties and responsibilities to:

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

D. Employees

As of November 30, 2023, the Company has no employees.

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

E. Share Ownership

As at November 4, 2024, our directors and senior management beneficially owned the following common shares and stock options of our Company:

Name and Office Held	Number of Common Shares Owned and Percent of Total Outstanding Common Shares		Options⁽²⁾Owned
Name and Office Held	# of Shares	% of Class⁽¹⁾	Options⁽²⁾Owned
Philip Lancaster President, CEO and Director⁽³⁾	1,000,000⁽¹³⁾	.95%	800,000
Douglas Smith Chairman and Director	1,204,975	1.14%	200,000
Alan Treddenick Director⁽⁴⁾	Nil	Nil	100,000
Nancy Boufeas Corporate Secretary and Interim CFO ⁽⁵⁾	Nil	Nil	50,000
Karen Mae Parrin Former CFO⁽⁶⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	200,000
Zara Kanji Former Director⁽⁷⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	300,000
Khalid M. Al-Ali Former Director⁽⁸⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	Nil
Dana Wheeler Former Director, President and CEO⁽⁹⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	Nil
Susan J Gardner Former Chief Financial Officer⁽¹⁰⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	Nil
Carl Cagliarini Former Interim CEO and Director⁽¹¹⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	Nil
Thomas Nash Former Director⁽¹²⁾	See note ⁽¹⁴⁾	See note ⁽¹⁴⁾	Nil

Notes:

⁽¹⁾ Based on 105,604,461 common shares issued and outstanding as at November 4, 2024.

⁽²⁾ Options are exercisable into common shares on a one-for-one basis. Options vest on the grant date unless otherwise resolved by the directors when granting options.

⁽³⁾ Philip Lancaster was appointed as President and Secretary effective February 3, 2023 and ceased to be Secretary on May 20, 2023. Philip was appointed CEO on June 6, 2022.

⁽⁴⁾ Alan Treddenick was appointed as a director on May 30, 2023.

⁽⁵⁾ Nancy Boufeas was appointed as Corporate Secretary on October 17, 2023 and as Interim Chief Financial Officer on September 6, 2024.

⁽⁶⁾ Karen Mae Parrin was appointed as Chief Financial Officer May 15, 2023 and ceased to be Chief Financial Officer on July 31, 2024. Ms. Parrin was Corporate Secretary from May 20, 2023 to October 17, 2023.

⁽⁷⁾ Zara Kanji was appointed as a director effective April 10, 2023. She ceased to be a director on August 21, 2024.

⁽⁸⁾ Khalid M. Al-Ali ceased to be a director on January 31, 2024.

⁽⁹⁾ Held indirectly through 1274677 B.C. Ltd.

⁽¹⁰⁾ Former directors and former senior officers are not required to file insider reports in Canada after they cease to be a director or senior officer of a Canadian reporting issuer. As a result, no current information as to shareholdings by former directors and former senior officers is available to the Company.

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

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

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

Major Shareholder Voting Rights

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

Residency of Shareholders

As at October 31, 2024, the registrar and transfer agent for our Company reported that there were 105,604,461 common shares of our Company issued and outstanding. Of the 105,604,461 common shares issued and outstanding, 98,752,605 were registered to Canadian residents (9 recorded shareholders), 4,363,356 were registered to residents of the United States (38 recorded shareholders), and 2,488,500 were registered to non-United States or Canadian residents (8 recorded shareholders).

As of October 31, 2024, our shareholder register indicates that our common shares are held as follows:

Location	Number of Common Shares	Percentage of Total Common Shares	Number of Registered Shareholders of Record
United States	4,363,356	69.09%	38
Canada	98,752,605	16.36%	9
Other	2,488,500	14.55%	8
Total	105,604,461	100%	55

Control and Control Arrangements

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

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

B. Related Party Transactions

The Company recorded the following transactions with related parties during the period from the beginning of the Company's last financial year up to November 30, 2023.

The amounts due to related parties are due to the directors and officers of the Company. The balances are unsecured, non-interest bearing and due on demand. These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

As at November 30, 2023, $372,650 (November 30, 2022 - $705,672) was due to directors and officers of the Company:

		November 30, 2023		November 30, 2022
Former CFO of the Company- Susan Gardner	$	-	$	67,540
Former interim CEO of the Company - Carl Cagliarini		-		250,179
Company controlled by the President and CEO- Philip Lancaster		6,077		78,750
Former CEO and Director - Dana Wheeler		361,573		307,472
Director and Chairman - Douglas Smith		-		1,731
Company controlled by a then Director - Zara Kanji		5,000		-
	$	372,650	$	705,672

During the year ended November 30, 2023 and 2022 and 2021, the Company entered into the following transactions with related parties:

		November 30, 2023		November 30, 2022		November 30, 2021
Management fees	$	92,127	$	-	$	55,000
Consulting fees		47,500		135,000		307,734
Accounting fees		63,844		-		36,202
Professional fees		10,429		-		-
Stock-based compensation		57,425		-		410,132
Salaries and benefits		54,100		330,337		313,626
Others		7,144		-		5,000
	$	332,569	$	465,337	$	1,127,694

Management fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
Company controlled by the President and CEO	$	35,000	$	-	$	-
CFO		30,000		-		-
Former Interim CEO - Carl Cagliarini		27,127		-		-
Former Corporate Secretary - Vivian Katsuris		-		-		-
Company controlled by a then Director and Former CFO - Zara Kanji		-		-		55,000
	$	92,127	$	-	$	55,000

Consulting fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
Director and Chairman - Douglas Smith	$	-	$	-	$	307,734
Company controlled by the President and CEO - Philip Lancaster		47,500		75,000		-
Company controlled by the Former Corporate Secretary- Vivian Katsuris		-		60,000		-
	$	47,500	$	135,000	$	307,734

Accounting fees of $63,844 (2022 - $Nil and 2021 - $36,202) were paid or accrued to a company controlled by a director at the time - Zara Kanji.

During the year ended November 30, 2023, the Company had below stock options held by the Company's former and current directors and officers. The amount recognized as expense for these options for the year ended November 30, 2023, and 2022 are as follows:

	November 30, 2023			November 30, 2022
	Number of options held		Expense for the period (vested)	Number of options held		Expense for the period (vested)

Philip Lancaster, CEO	800,000	$	24,834	-	$	-
Karen Mae Parrin, then CFO	200,000		6,208	-		-
Douglas Smith, Director and Chairman	200,000		6,208	300,000		-
Zara Kanji, then Director	300,000		9,312	150,000		-
Dr. Khalid Al-Ali, then Director	200,000**		6,208	150,000		-
Al Treddenick, Director	100,000		3,103	-		-
Nancy Boufeas, Company Secretary	50,000		1,552	-		-
Dana Wheeler, Former Director	-		-	600,000		-
Vivian Katsuris, Former Corporate Secretary	-		-	150,000		-
Angelos Kostopoulos, Former Director	-		-	150,000		-
Thomas Nash, Former Director	-		-	150,000		-
	1,850,000	$	57,425	1,650,000*	$	-

*During the year ended November 30, 2023, 1,650,000 stock options held by the former directors and officers were cancelled due to resignation from their position.

**Subsequent to the year ended November 30, 2023, during the period ended May 31, 2024, 200,000 stock options held by Dr. Khalid Al-Ali were cancelled due to his resignation from his position.

Salaries of $54,100 (2022- $330,337 and 2021 - $313,626) were paid or accrued to the Former CEO - Dana Wheeler. Others consisted of: (1) Travel of $3,467 (2022 - $Nil and 2021 - $Nil) paid or accrued to a company controlled by a CEO; (2) Office and general expenses $3,677 (2022 - $Nil and 2021 - $Nil) paid or accrued to a company controlled by the CEO; and (3) Rent of $Nil (2022 - $Nil and 2021 - $5,000) were paid or accrued to a company controlled by a director - Zara Kanji.

Gain on debt forgiveness of $62,500 (2022 - $Nil and 2021 - $Nil) is the consulting fees forgiven by the company controlled by the President and CEO. The amount is recognized in the statement of loss and comprehensive loss as the consulting fees were approved by the Board and the CEO is not a primary shareholder of the Company.

As at August 31, 2024, $495,027 (November 30, 2023– $372,650) was due to directors and officers of the Company:

		August 31, 2024		November 30, 2023

Company controlled by the President and CEO	$	45,442	$	6,077
Former CFO		15,794		-
Company controlled by the Corporate Secretary and Interim CFO		21,138		-
Chairman of the Board		9,196		-
Company controlled by a Former Director		41,884		5,000
Former CEO and Director		361,573		361,573
	$	495,027	$	372,650

During the periods ended August 31, 2024 and 2023 and 2022, the Company entered into the following transactions with related parties:

		August 31, 2024		August 31, 2023		August 31, 2022
Management fees	$	85,000	$	77,127	$	-
Consulting fees		-		32,500		236,022
Professional fees		22,500		-		-
Salaries and benefits		-		-		233,631
Share-based payments		-		57,708		-
Accounting fees		36,333		41,844		-
	$	143,833	$	209,179	$	469,653

Management fees consisted of the following:

		August 31, 2024		August 31, 2023		August 31, 2022
Company controlled by the President and CEO	$	45,000	$	35,000	$	-
Former CFO		40,000		15,000		-
Former Interim CEO and Director				27,127		-
Company controlled by the Former Corporate Secretary		-		-		-
Former CFO of the Company		-		-		-
	$	85,000	$	77,157	$	-

Consulting fees consisted of the following:

		August 31, 2024		August 31, 2023		August 31, 2022
Company controlled by the President and CEO	$	-	$	32,500	$	37,500
Corporate Secretary		-		-		35,500
Directors		-		-		163,022
	$	-	$	32,500	$	236,022

Professional fees of $22,500 (2023 - $Nil and 2022 - $Nil) were paid or accrued to a company controlled by the Corporate Secretary. Accounting fees of $36,333 (2023 - $41,844 and 2022 - $Nil) were paid or accrued to a company controlled by a director.

During the year ended November 30, 2023, the Company entered into a loan agreement with the CEO for $6,000 and an interest of 10%. The loan was repaid within the year and all accrued interest was forgiven.

On December 20, 2023, the Company entered into a loan agreement with a director amounting to $5,000 with interest of 10% per annum (Notes 8 and 16).

On April 11, 2024, the Company entered into a loan agreement with its Chairman of the Board amounting to $9,361 (US $7,000) with interest of 10% per annum.

Compensation

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

C. Interests of Experts and Counsel

Not applicable

ITEM 8. FINANCIAL INFORMATION

A. Financial Statements and Other Financial Information

Our financial statements (included as Item 18 of this Form 20-F) are stated in Canadian dollars and are prepared in accordance with IFRS, as issued by the IASB.

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

(a)

Audited consolidated financial statements for the years ended November 30, 2023 and November 30, 2022, including: report of independent registered accounting firm by Reliant CPA PC ((PCAOB ID: 6906), consolidated statements of financial position, consolidated statements of Income (Loss) and Comprehensive Income (Loss), Consolidate statements of Cash flows and Consolidated statements of Changes in shareholders' equity (deficit), and notes to consolidated financial statements.

These financial statements can be found under "Item 18 - Financial Statements" below.

Legal Proceedings

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

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

Policy on Dividend Distributions

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

B. Significant Changes

We are not aware of any significant change that has occurred since November 30, 2023, and that has not been disclosed elsewhere in this Annual Report.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Our common shares are listed for trading on the CSE under the symbol "AETH", on the OTCQB under the symbol "AETHF" and on the Frankfurt Stock Exchange under the symbol "4XA".

B. Plan of Distribution

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

C. Markets

Our common shares are traded on the CSE under the symbol "AETH", on the OTCQB under the symbol "AETHF" and on the Frankfurt Stock Exchange under the symbol "4XA".

D. Selling Shareholders

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

E. Dilution

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

F. Expenses of the Issue

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

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

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

B. Memorandum and Articles of Association

Incorporation

We are incorporated under the BCBCA. Our British Columbia incorporation number is BC0922905.

Objects and Purposes of Our Company

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

Voting on Proposals. Arrangements, Contracts or Compensation by Directors

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

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

Borrowing Powers of Directors

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

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

Qualifications of Directors

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

Share Rights

All holders of common shares are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our shareholders in general meeting. There are no cumulative voting rights attached to any of our shares and, accordingly, the holders of more than half of the shares represented at a general meeting can elect all of the directors to be elected in a general meeting. All directors stand for re-election annually. Upon any liquidation, dissolution or winding up, all common shareholders are entitled to share ratably in all net assets available for distribution after payment to creditors. The common shares are not convertible or redeemable and have no preemptive, subscription or conversion rights. In the event of a merger or consolidation, all common shareholders will be entitled to receive the same per share consideration.

Procedures to Change the Rights of Shareholders

Our articles state that the Company may by resolution of its directors or Company shareholders: (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares, (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares, (iii) subdivide all or any of its unissued or fully paid issued shares with par value into shares of smaller par value, or (iv) consolidate all or any of its unissued or fully paid issued shares with par value into shares of larger par value; (d) subdivide all or any of its unissued or fully paid issued shares without par value; (e) change all or any of its unissued or fully paid issued shares with par value into shares without par value or all or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any of its shares; (g) consolidate all or any of its unissued or fully paid issued shares without par value; (h) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; (i) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued; (j) change the name of the Company; or (k) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA.

An amendment of our articles by shareholders would require the approval of holders of two-thirds of the votes of the Company's common shares cast at a duly called special meeting.

Meetings

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

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

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

Under our articles, the quorum for the transaction of business at a meeting of our shareholders is one or more persons who are, present in person or by proxy, shareholders who, in the aggregate hold at least 1% of the issued shares entitled to be voted at the meeting.

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

Limitations on Ownership of Securities

No share may be issued until it is fully paid.

Neither Canadian law nor our articles limit the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Canadian Investment Act, as amended by the Canadian WTO Act. The purpose of the Canadian Investment Act is to provide for the review of significant investments in Canada by non-Canadians in a manner that encourages investment, economic growth and employment opportunities in Canada and to provide for the review of investments in Canada by non-Canadians that could be injurious to national security. The Canadian Investment Act generally prohibits implementation of a direct reviewable investment (based on certain thresholds) by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a "Canadian," as defined in the Investment Act, unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in common shares of the Company by a WTO investor (or by a non-Canadian other than a WTO investor if, immediately prior to the implementation of the investment the Company was controlled by WTO investors) would be reviewable under the Canadian Investment Act if it were an investment to acquire direct control of the Company and the value of the assets of the Company equaled or exceeded certain threshold amounts determined on an annual basis.

The threshold for a pre-closing net benefit review depends on whether the purchaser is: (a) controlled by a person or entity from a member of the WTO; (b) a state-owned enterprise; or (c) from a country considered a "Trade Agreement Investor" under the Canadian Investment Act. A different threshold also applies if the Canadian business carries on a cultural business. The 2021 threshold for WTO investors that are state-owned enterprises is $415 million based on the book value of the Canadian business' assets. The 2021 thresholds for review for direct acquisitions of control of Canadian businesses by private sector investor WTO investors that are not state-owned enterprises is $1 billion (unless the WTO member is a party to one of a list of certain free trade agreements, in which case the amount is $1.5 billion), also based on the "enterprise value" of the Canadian business being acquired.

A non-Canadian, whether a WTO investor or otherwise, would be deemed to acquire control of the Company for purposes of the Canadian Investment Act if he or she acquired a majority of the common shares of the Company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the Company, unless it could be established that the Company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO investor if he or she is a "national" of a country (other than Canada) that is a member of the WTOor has a right of permanent residence in a country (other than Canada) that is a member of the WTO. A corporation or other entity will be a "WTO investor" if it is a "WTO investor-controlled entity," pursuant to detailed rules set out in the Canadian Investment Act. The U.S. is a WTO member. Certain transactions involving our common shares would be exempt from the Canadian Investment Act, including:

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

Change in Control

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

Ownership Threshold

Our articles or the BCBCA do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires every person or company who acquires beneficial ownership of, or control or direction over, voting or our common shares (or securities convertible into such securities) which, together with the acquiror's previously acquired securities, represents 10% or more of the outstanding securities of that class to file, subject to certain exceptions, a press release and an early warning report, each of which contain certain prescribed information (including the acquiror's identity, intention and extent of holdings). In addition, such acquiror must make further disclosures where:

(i)	such acquiror or any person acting jointly or in concert with such acquiror, acquires or disposes beneficial ownership of, or acquires or ceases to have control or direction over securities (or securities convertible into such securities) in an amount equal to 2% or more of the outstanding securities of the class of securities that was the subject of such acquiror's most recent early warning report;

(ii)	such acquiror's beneficial ownership of, or control or direction over, the outstanding securities of the class of securities that was the subject of the acquiror's most recent early warning report decreases to less than 10%; or

(iii)	there is a change in a material fact contained in the acquiror's most recent early warning report.

Securities legislation in Canada also requires insiders of the Company to file reports disclosing information about transactions involving securities of the Company (or related financial instruments) held by such insider. Insiders of the Company include, among others, the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company, directors of the Company and persons or companies that have beneficial ownership of, or control or direction over (or a combination thereof), whether direct or indirect, common shares of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding voting securities. This threshold is higher than the 5% threshold under U.S. securities legislation at which shareholders must report their share ownership.

C. Material Contracts

Except for contracts entered into by the Company in the ordinary course of business, no material contracts were entered into by the Company in the two years preceding the date of this Form 20-F.

D. Exchange Controls

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

E. Taxation

Certain Canadian Federal Income Taxation

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

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

Dividends

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

Capital Gains

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

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

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

United States Federal Income Taxation

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

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

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

U.S. Holders

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

Distributions

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

Capital Gains

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

Foreign Tax Credit

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

Passive Foreign Investment Company Status

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

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

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

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

We believe we were not a PFIC for the year ending November 30, 2022, and do not expect to be classified as a PFIC for the year ending November 30, 2022. However, PFIC status is determined as of the end of each taxable year and is dependent on a number of factors, including the value of our passive assets, the amount and type of our gross income, and our market capitalization. Therefore, there can be no assurance that we will not become a PFIC for the current taxable year ending November 30, 2023, or in a future taxable year. We will notify U.S. Holders in the event we conclude that we will be treated as a PFIC for any taxable year.

F. Dividends and Paying Agents

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

G. Statements by Experts

The financial statements of our Company for the year ended November 30, 2023 included in this Annual Report have been audited by Reliant CPA PC, Certified Public Accountants, with a business address at 895 Dove Street, Suite 300, #300180, New Port Beach, CA 92660 US, as stated in their report appearing in this Annual Report and have been so included in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act, and we file reports and other information with the Securities and Exchange Commission. You may read and copy any of our reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Room 1024, Washington, DC, 20549. In addition, the Securities and Exchange Commission maintains a web site that contains reports and other information regarding registrants that file electronically with the Securities and Exchange Commission at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The documents concerning our Company referred to in this Form 20-F may be viewed at our offices, 700 - 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, or you may request them by calling our office at 604-729-2500. Copies of our financial statements and other continuous disclosure documents required under securities rules are available for viewing on the internet at www.sedarplus.ca.

I. Subsidiary Information

Refer to the notes to the consolidated financial statements under Item 18.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Credit risk;
Liquidity risk; and
Interest rate risk.

Credit Risk

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

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash. As at November 30, 2023, the Company has cash balance of $38,555 (November 30, 2022 - $ 13,127) to settle current liabilities of $497,776 (November 30, 2022 - $2,087,875). The Company's future financial success will be dependent upon the ability to monetize its technologies or obtain necessary financing to meet its contractual obligations.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates. The Company has no significant interest rate risk.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

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

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of November 30, 2023, the end of the period covered by this Annual Report. Based on such evaluation, our CEO and CFO have concluded that as of November 30, 2023, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control over Financial Reporting

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

Our management, with the participation of our CEO and CFO, has assessed the effectiveness of the internal control over financial reporting as of November 30, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 Framework). Based on this evaluation, our management has concluded that the internal control over financial reporting has the following material weakness and significant deficiency in internal controls as of November 30, 2023:

1) The Company does not have a formal policy on closing the general ledger at fiscal year-end which resulted into cut-off errors in the expenses and accounts payable balances.

2) The Company does not have proper review in place to ensure all the significant transactions and balances are accounted for in the financial statements, in accordance with IFRS, including revenues, asset impairment, and the deferred tax balance.

3) The Company, due to its size, lacks proper segregation of duties in the accounting department.

4) The Company does not maintain proper corporate records regarding the minutes for Board of Director meetings.

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

As a result of the material weakness and significant deficiency noted above, the Company will adopt the following measures:

1) The Company will develop formal closing procedures that should include a checklist to document who will perform each procedure, when completion of each procedure is due, and when it was accomplished.

2) The Company will develop formal review processes related to the accounting treatment for the significant non-routine transactions to ensure all the transactions are properly accounted for in accordance with IFRS.

3) The Company will undertake a review to ensure that it has compensating controls where possible. The Company will also adopt formal review procedures by management to reduce the risk of errors.

4) The Company will document the minutes of director meetings in writing.

Attestation Report of the Registered Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm on our internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Annual Report.

Changes in Internal Controls over Financial Reporting

During the period ended November 30, 2023, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

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

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

The Board of Directors has determined that Alan Treddenick, an independent director, and Philip Lancaster, who is not an independent director, are audit committee financial experts as such term is defined in the SEC rules implementing the Sarbanes-Oxley Act of 2002.

ITEM 16B. CODE OF ETHICS

Our Company has not adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we do not believe that, given our small size and limited operations, a code of ethics is warranted. As our Company grows, we may adopt a Code of Ethics in the future.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The following table sets forth the fees billed by Reliant CPA PC, Certified Public Accountants, for professional audit services for the audit of the Company's annual financial statements for the fiscal years ended November 30, 2023 and November 30, 2022, and for other services rendered during the fiscal years 2023 and 2022.

	Fiscal 2023	Fiscal 2022
Audit Fees	$149,405	$40,587
Audit Related Fees ⁽¹⁾	Nil	Nil
Tax Fees ⁽²⁾	Nil	Nil
All Other Fees	Nil	Nil
Total	$149,405	$40,587

Notes:

⁽¹⁾ Includes fees associated with assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statement. This category includes fees related to consultation regarding generally accepted accounting principles.

⁽²⁾ Tax Fees consist of fees for tax compliance, tax advice and tax planning. The fee includes the preparation of the Company's income tax returns, franchise tax reports, and other tax filings.

Our audit committee pre-approves all audit and non-audit services provided to the Company.

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

Not Applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable.

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

The disclosure called for by paragraph (a) of this Item 16F was previously reported, as that term is defined in Rule 12b-2 under the Exchange Act, in "Item 16F - Change in Registrant's Certifying Accountant" of our Annual Report on Form 20-F for the fiscal year ended November 30, 2022 filed with the SEC on May 11, 2023.

PART III

ITEM 17. FINANCIAL STATEMENTS

See "Item 18 - Financial Statements".

ITEM 18. FINANCIAL STATEMENTS

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

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

(a)

Audited consolidated financial statements for the years ended November 30, 2023, and November 30, 2022, including: report of independent registered accounting firm by Reliant CPA PC (PCAOB ID: 6906), consolidated statements of financial position, consolidated statements of income (loss) and comprehensive income (loss), consolidated statements of cash flows and consolidated statements of changes in shareholders' equity (deficit), and notes to consolidated financial statements.

AETHER GLOBAL INNOVATIONS CORP.

(formerly Plymouth Rock Technologies Inc.)

CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended November 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Aether Global Innovations Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Aether Global Innovations Corp. (the "Company") as of November 30, 2023 and 2022, the related consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders' equity (deficit), and cash flows for each of the years in the two-year period ended November 30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Substantial Doubt about the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current year audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Loss of Control of Subsidiaries

As disclosed in Note 3 to the financial statements, the Company recognized loss control of three previously controlled subsidiaries, PRT US, PRT UK and Tetra Drones on December 1, 2022. The Company adopted the guidance of IFRS 10, Consolidated Financial Statements, which a) derecognises the assets and liabilities of the former subsidiary from the consolidated statement of financial position, b) recognises any investment retained in the former subsidiary at its fair value when control is lost and subsequently accounts for it and for any amounts owed by or to the former subsidiary in accordance with relevant IFRSs. That fair value shall be regarded as the fair value on initial recognition of a financial asset in accordance with IFRS 9 or, when appropriate, the cost on initial recognition of an investment in an associate or joint venture, and c) recognises the gain or loss associated with the loss of control attributable to the former controlling interest.

We identified the accounting for loss of control of subsidiaries as a critical audit matter because of the significance to the Company's financial statements. There were significant accounting judgments made by management when assessing the definition of loss of control and loss of control date, which led to a high degree of auditor judgment, subjectivity and an increased extent of effort. As of November 30, 2023, the Company recognized gain from loss of control of subsidiaries of $995,142 which is significant in values to the financial statements of the Company.

Our audit procedures related to accounting for the loss of control of subsidiaries included the following, among others:

a) Reviewed management's memoranda and supporting documents to comprehend the context regarding the loss of control of its subsidiaries.

b) Assessed management's evaluation of the loss of control date and its corresponding accounting treatment in accordance with IFRS 10.

c) Tested the account balances of subsidiaries that experienced loss of control as of the specified date.

d) Recalculated the gain associated with the loss of control of subsidiaries.

/s/ Reliant CPA PC

Reliant CPA PC

Served as Auditor since 2022
Newport Beach, CA

May 15, 2024

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

As at	Note		November 30, 2023			November 30, 2022

ASSETS

Current assets
Cash		$	38,555		$	13,127
Accounts receivable			-			6,870
Sales tax receivable			5,826			9,083
Inventories			-			2,175
Prepaid expenses	4		183,872			30,947
Total current assets			228,253			62,202

Non-current assets
Equipment	5		-			24,801
Right-of-use asset	16		-			61,198
Long-term receivable	6		1			-
Total assets		$	228,254		$	148,201

LIABILITIES

Current liabilities
Accounts payable	7	$	77,126		$	1,063,863
Lease liabilities	16		-			66,403
Loans payable	10		48,000			127,019
Deferred revenue	8		-			124,918
Due to related parties	9		372,650			705,672
Total current liabilities			497,776			2,087,875

Non-current liabilities
Lease liabilities	16		-			9,394
Total liabilities			497,776			2,097,269

SHAREHOLDERS' DEFICIT
Share capital	12		13,916,448			11,851,771
Contributed surplus	12		2,709,790			2,709,790
Reserves	12		248,928			-
Accumulated other comprehensive income			-			25,131
Accumulated Deficit			(17,144,688	)		(16,535,760	)

Total shareholders' deficit			(269,522	)		(1,949,068	)

Total liabilities and shareholders' deficit		$	228,254		$	148,201

Going concern - Note 1

Commitments and contingencies - Note 15

Subsequent events - Note 20

These consolidated financial statements are authorized for issuance by the Board of Directors on May 15, 2024.

Approved on behalf of the Board:

"Zara Kanji"
Zara Kanji, Director

"Alan Treddenick"
Alan Treddenick, Director

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

- 2 -

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

			Years Ended November 30
	Note		2023			2022			2021

OPERATING EXPENSES
General and administrative	17	$	1,070,574		$	826,439		$	2,245,589
Business development	17		386,991			114,665			508,545
Total operating expenses			1,457,565			941,104			2,440,508

OTHER INCOME (EXPENSE)
Impairment loss	6		(209,702	)		-			-
Interest income	6		3,765			-			-
Gain on debt forgiveness	8, 10		62,500			222,771			-
Foreign exchange gain (loss)			(3,068	)		(135	)		(29,374	)
Total other income (expense)			(146,505	)		222,636			(29,374	)

Loss from continuing operations			(1,604,070	)		(718,468	)		(2,783,508	)

Gain (loss) from discontinued operations - loss of control	3		995,142			(1,949,330	)		(2,191,326	)
Net loss for the year		$	(608,928	)	$	(2,667,798	)	$	(4,974,834	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation gain (loss)			(25,131	)		(71,262	)		30,603

TOTAL COMPREHENSIVE LOSS FOR THE YEAR		$	(634,059	)	$	(2,739,060	)	$	(4,944,231	)

Loss per share from continuing operations, Basic and Diluted		$	(0.02	)	$	(0.05	)	$	(0.09	)
Earnings (Loss) per share from discontinued operations - loss of control, Basic		$	0.01		$	(0.03	)	$	(0.04	)
Earnings (Loss) per share from discontinued operations - loss of control, Diluted		$	0.01		$	(0.03	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - continuing operations, Basic and Diluted			86,795,825			59,310,826			53,075,143
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - discontinued operations, Basic			86,795,825			59,310,826			53,075,143
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - discontinued operations, Diluted			126,769,515			59,310,826			53,075,143

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

- 3 -

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

Consolidated Statements of Changes in Shareholders' Equity (Deficit)

(Expressed in Canadian dollars)

										Accumulated other comprehensive income
	Share capital (Note 12)
	Number of shares	Amount		Contributed Surplus		Reserves		Accumulated Deficit				Total
	Number of shares	Amount		Contributed Surplus		Warrants	Options	Accumulated Deficit				Total
	#	$		$		$	$	$		$		$
Balance, November 30, 2020	42,762,264	7,376,763		1,298,487		-	-	(8,893,128	)	65,790		(152,088	)
Shares issued for warrants exercised	6,129,572	1,332,727		-		-	-	-		-		1,332,727
Fair value of warrants exercised	-	36,859		(36,859	)	-	-	-		-		-
Shares issued for options exercised	425,000	222,500		-		-	-	-		-		222,500
Fair value of options exercised	-	158,106		(158,106	)	-	-	-		-		-
Shares issued for cash	8,930,000	2,749,000		287,499		-	-	-		-		3,036,499
Fair value of broker warrants issued	-	(174,427	)	174,427		-	-	-		-		-
Shares issued to finders	336,250	(100,500	)	-		-	-	-		-		(100,500	)
Finders' Fee	-	(74,180	)	-		-	-	-		-		(74,180	)
Shares issued as compensation	656,250	307,734		-		-	-	-		-		307,734
Fair value of stock options granted	-	-		1,144,342		-	-	-		-		1,144,342
Net loss for the year	-	-		-		-	-	(4,974,834	)	-		(4,974,834	)
Foreign currency translation gain	-	-		-		-	-	-		30,603		30,603
Balance, November 30, 2021	59,239,336	11,834,582		2,709,790		-	-	(13,867,597	)	96,393		772,803

Shares issued as compensation	78,125	17,189		-		-	-	-		-		17,189
Net loss for the year	-	-		-		-	-	(2,667,798	)	-		(2,667,798	)
Foreign currency translation gain	-	-		-		-	-	-		(71,262	)	(71,262	)
Balance, November 30, 2022	59,317,461	11,851,771		2,709,790		-	-	(16,535,760	)	25,131		(1,949,068	)

Shares issued as compensation	2,600,000	169,000		-		-	-	-		-		169,000
Shares issued for cash	43,587,000	2,278,420		-		-	-	-		-		2,278,420
Share issuance costs	-	(233,403	)	-		-	-	-		-		(233,403	)
Fair value of warrants issued	-	(149,340	)	-		149,340	-	-		-		-
Fair value of stock options granted	-	-		-		-	99,588	-		-		99,588
Net loss for the year	-	-		-		-	-	(608,928	)	-		(608,928	)
Foreign currency translation loss	-	-		-		-	-	-		(25,131	)	(25,131	)
Balance, November 30, 2023	105,504,461	13,916,448		2,709,790		149,340	99,588	(17,144,688	)	-		(269,522	)

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

- 4 -

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

		Years ended November 30
		2023			2022			2021
Cash Flows from Operating Activities
Net loss for the year	$	(608,928	)	$	(2,667,798	)	$	(4,974,834	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from loss of control of subsidiaries		(995,142	)		-			-
Stock based compensation		99,588			-			1,144,342
Foreign exchange gain		(25,131	)		(71,262	)		-
Gain on debt forgiveness		(62,500	)		(222,771	)		-
Shares issued as compensation		169,000			-			-
Impairment loss		209,702			-			-
Consulting fees		-			17,189			307,734
Changes in operating assets and liabilities:
Sales tax receivable		3,257			(3,525	)		(5,130	)
Prepaid expenses		(152,925	)		120,310			(116,136	)
Due from related parties		-			-			2,500
Due to related parties		325,742			28,326			-
Accounts payable and accrued liabilities		(924,237	)		(19,847	)		122,411
Net cash used in operating activities - continuing operations		(1,961,574	)		(2,819,378	)		(3,519,113	)
Net cash provided by (used in) operating activities - discontinued		(764,435	)		2,405,354			78,011
Net cash used in operating activities		(2,726,009	)		(414,024	)		(3,441,102	)

Cash Flows from Investing Activities
Long-term receivables		(209,703	)		-			-
Net cash used in investing activities-continuing operations		(209,703	)		-			-
Net cash provided by (used in) investing activities - discontinued		995,142			-			(573,343	)
Net cash provided by (used in) investing activities		785,439			-			(573,343	)

Cash Flows from Financing Activities
Shares issued for cash		2,278,420			-			4,417,046
Share issuance costs		(233,403	)		-			-
Loan payable		(79,019	)		105,000			-
Net cash provided by financing activities-continuing operations		1,965,998			105,000			4,417,046
Net cash used in financing activities- discontinued		-			(34,701	)		(90,604	)
Net cash provided by financing activities		1,965,998			70,299			4,326,442

Increase (decrease) in cash		25,428			(343,725	)		311,997
Effect of foreign exchange rate changes on cash		-			(18,194	)		38,336
Cash, beginning of the year		13,127			375,046			24,713
Cash, end of the year	$	38,555		$	13,127		$	375,046

Supplemental cash flow information - Note 14

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

- 5 -

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended November 30, 2023, 2022 and 2021
(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Aether Global Innovations Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at 700 - 1199 West Hastings Street, Vancouver, B.C., V6E 3T5.

On August 1, 2023, the Company changed its name to Aether Global Innovation Corp. from Plymouth Rock Technologies Inc.

The Company's common shares are listed on the CSE under the symbol "AETH", on the Frankfurt Stock Exchange under the Symbol: 4XA, WKN# - A2N8RH and on the OTC Markets Group ("OTCQB") under the symbol: AETHF.

Previously, the Company's principal business activity through its subsidiary, Plymouth Rock USA ("PRT USA"), focused on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company also incorporated a subsidiary in United Kingdom, Plymouth Rock Technologies UK Limited ("PRT UK") to augment the Company's existing research and development of its drone technologies for the US and EMEA markets. Moreover, the Company acquired Tetra Drones Limited ("Tetra") to provide the Company with drones production line in the United Kingdom. On December 1, 2022, the Company lost control over PRT USA, PRT UK, and Tetra. Hence, the Company has discontinued the above subsidiaries according to the requirements of IFRS 10 (Note 3).

To date, the Company is in a transition stage to refocus the Company's business operations from developing various technologies to a drone management and solutions provider.

Going Concern

These consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. At present, the Company's operations do not generate cash flows. The Company has incurred losses since inception and has a comprehensive loss of $634,059 for the year ended November 30, 2023, and had an accumulated deficit of $17,144,688 as at November 30, 2023. The ability of the Company to continue as a going concern is dependent on achieving profitable operations, commercializing its technologies, and obtaining the necessary financing in order to develop these technologies further. The outcome of these matters cannot be predicted at this time. The management plans to continue reviewing the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations. These factors and uncertainty cast significant doubt about the Company's ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business.

The Company is not expected to be profitable during the ensuing 12 months from the date of the issuance of the financial statement, and therefore, must rely on securing additional funds from either issuance of debt or equity financing for cash consideration. During the year ended November 30, 2023, the Company received net cash proceeds of $1,965,998 pursuant to financing activities. Management has been successful in raising capital through periodic private placements of the Company's common shares in the past, however there is no certainty that financing will be available in the future, or certainty that management's planned actions to address this situation will be successful.

- 6 -

1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN (continued)

Going Concern (continued)

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future rather than a process of forced liquidation. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. Such adjustments could be material.

2. MATERIAL ACCOUNTING POLICIES

Basis of presentation

These consolidated financial statements ("Financial Statements") have been prepared using accounting policies consistent with IFRS as issued by the International Accounting Standard Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These Financial Statements are authorized for issue by the Board of Directors on May 15, 2024.

These Financial Statements have been prepared on the historical cost basis. In addition, these Financial Statements have been prepared using the accrual basis of accounting.

These Financial Statements are presented in Canadian dollars, which is the Company's functional currency. The functional currency of PRT USA is U.S. Dollars and the functional currency of PRT UK and Tetra is British Pound Sterling ("£"). The assets and liabilities of PRT USA, PRT UK and Tetra are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at average exchange rates for the period. Exchange differences arising on the translation are recognized in other comprehensive income.

Critical accounting judgments, estimates and assumptions

The preparation of these Financial Statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported amounts of income and expenses during the period. Actual results could differ from these estimates.

- 7 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Critical accounting judgments, estimates and assumptions (continued)

Significant estimates used in preparing the Financial Statements include, but are not limited to the following:

a. Deferred taxes

The calculation of deferred tax is based on the ability of the Company to generate future taxable income, the estimation of which is subject to significant uncertainty as to the amount and timing. The calculation of deferred tax is also based on assumptions, which are subject to uncertainty as to timing and which tax rates are expected to apply when temporary differences reverse. Deferred tax recorded is also subject to uncertainty regarding the magnitude on non-capital losses available for carry forward and of the balances in various tax pools as the corporate tax returns have not been prepared as of the date of financial statement preparation.

b. Stock-based payments

The fair value of stock options and finders' warrants issued are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected lift, volatility of share prices, risk-free rate and dividend yield, changes in subjective input assumptions can materially affect the fair value estimate.

c. Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit ("CGU") exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.

d. Leases

Management uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, underlying currency and geographic location.

Significant judgments used in the preparation of these Financial Statements include, but are not limited to the following:

(i) Going concern

Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its Financial Statements for the year ended November 30, 2023. Management prepares the Financial Statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so.

In assessing whether the going concern assumption is appropriate, management accounts for all available information about the future, which is at least, but is not limited to, twelve months from the issuance of the financial statements.

- 8 -

2. MATERIAL ACCOUNTING POLICIES (continued)

(ii) Business combinations

Determination of whether a set of assets acquired, and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgments as to whether or not the assets acquired, and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - Business Combinations. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition disclosed in Note 3 met the criteria for accounting as a business combination.

Cash

Cash consists of amounts held in banks and highly liquid investments with limited interest and credit risk.

Consolidation

The Financial Statements include the accounts of the Company and its wholly owned subsidiaries up to the date the Company had control (Note 3).

Control exists when the Company has the power and ability, directly or indirectly, to direct the relevant activities of an entity to obtain benefit from its activities. Subsidiaries are fully consolidated from the date that control commences until the date the control ceases. The accounting policies of the Company's subsidiaries have been aligned with the policies adopted by the Company. When the Company ceases to control a subsidiary, the financial statements of the subsidiary are de-consolidated (Note 3).

Equipment

Recognition and measurement

On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing the items. The corresponding liability is recognized within provisions.

Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses.

When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Gains and losses

Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net within other income in profit or loss.

Depreciation

Half of the normal depreciation is taken in the year of acquisition for equipment with declining balance method. The depreciation rates applicable to each category of property and equipment are as follows:

Computer equipment	55% declining balance	Vehicles	30% declining balance
Furniture	20% declining balance	Leasehold improvements	30% declining balance
Demo equipment	20% declining balance

- 9 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Inventories

The Company values inventories at the lower of cost and net realizable value. Cost includes the costs of purchases net of vendor allowances plus other costs, such as transportation, that are directly incurred to bring the inventories to their present location and condition.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition, of assets transferred, liabilities incurred or assumed, and equity instruments issued by the Company. The acquiree's identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date. Acquisition-related costs are recognized in profit or loss as incurred. The excess of consideration over the fair value of the net identifiable assets and liabilities acquired is recorded as goodwill. Any gain on a bargain purchase is recorded in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any goodwill that arises is tested annually for impairment.

Share capital

The Company records proceeds from the issuance of its common shares as equity. Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated between the common share and warrant component. The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in the private placement was determined to be the more easily measurable component and were valued at their fair value, as determined by the closing quoted price on the issuance date. The remaining proceeds, if any, are allocated to the attached warrants. Any fair value attributed to the warrants is recorded as warrant reserve. Management does not expect to record a value to the warrant in most equity issuances as unit private placements are commonly priced at market or at a permitted discount to market. If the warrants are issued as share issuance costs, the fair value of agent's warrants are measured using the Black-Scholes option pricing model and recognized in equity as a deduction from the proceeds.

If the warrants are exercised, the related amount is reclassified as share capital. If the warrants expire unexercised, the related amount remains in warrant reserve.

Incremental costs directly attributable to the issue of new common shares are shown in equity as a deduction, net of tax, from the proceeds. Common shares issued for consideration other than cash are valued based on their market value at the date that shares are issued.

Stock-based payment

The Company recognizes share-based payment expense for the estimated fair value of equity-based instruments granted to both employees and non-employees. Compensation expense is recognized when the options are granted with the same amount being recorded as contributed surplus. The expense is determined using an option pricing model that accounts for the exercise price, the term of the option, the current share price, the expected volatility of the underlying shares, the expected dividend yield, and the risk-free interest rate for the term of the option. If the options are exercised, the contributed surplus will be reduced by the applicable amount. Share-based payment calculations have no effect on the Company's cash position.

- 10 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Earnings (loss) per share

Basic earnings (loss) per share are calculated using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are calculated using the treasury stock method. This method for diluted earnings (loss) per share assumes that common shares are issued for the exercise of options, warrants and convertible securities and that the assumed proceeds from the exercise of options, warrants and convertible securities are used to purchase common shares at the average market price during the period. The difference between the number of shares assumed issued and the number of shares assumed purchased is then added to the basic weighted average number of shares outstanding to determine the fully diluted number of common shares outstanding. No calculation of diluted earnings (loss) per shares is assumed during the periods in which a net loss is incurred as the effect is anti-dilutive.

Financial instruments

Financial assets

a) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

b) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company's financial assets measured at amortized cost are comprised of its cash and trade and other receivables, net. The Company's financial liabilities measured at amortized cost are comprised of its accounts payable and accrued liabilities, loans payable, loans payable - related party, convertible debt, convertible debt - related parties, silent partnerships, silent partnerships - related party and lease liabilities.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

- 11 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Debt instruments at FVTOCI

These assets are initially measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses associated with changes in fair value are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. The Company does not hold any debt instruments at FVTOCI.

Equity instruments at FVTOCI

These assets are initially measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses associated with changes in fair value are recognized in OCI and are never reclassified to profit or loss. The Company does not hold any equity instruments at FVTOCI.

c) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

d) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flow from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

The Company applies the simplified approach for accounts receivable that do not contain a significant financing component. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets' contractual lifetime.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

- 12 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Interest

Interest income and expense are recognized in profit or loss using the effective interest method.

The 'effective interest rate' is the rate that exactly discounts estimated future cash payments over the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortized cost of the financial liability. The effective interest rate is calculated considering all contractual terms of the financial instruments, except for the expected credit losses of financial assets.

The 'amortized cost' of a financial asset or financial liability is the amount at which the instrument is measured on initial recognition minus principal repayments, plus or minus any cumulative amortization using the effective interest method of any difference between the initial amount and maturity amount and adjusted for any expected credit loss allowance. The 'gross carrying amount' of a financial asset is the amortized cost of a financial asset before adjusting for any expected credit losses.

Interest income and expense is calculated by applying the effective interest rate to the gross carrying amount of the financial asset (when the asset is not credit-impaired) or the amortized cost of the financial liability.

Where a financial asset has become credit-impaired subsequent to initial recognition, interest income is calculated in subsequent periods by applying the effective interest method to the amortized cost of the financial asset. If the asset subsequently ceases to be credit-impaired, calculation of interest income reverts to a gross basis.

Offsetting

Financial assets and financial liabilities are offset, with the net amount presented in the statement of financial position, when, and only when, the Company has a current and legally enforceable right to set off the recognized amounts and intends either to settle on a net basis or realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or when arising from a group of similar transactions if the resulting income and expenses are not material.

Revenue recognition

Revenue is recognized by applying the five-step model under IFRS 15. The Company recognizes revenue when, or as the goods or services are transferred to the control of the customer and performance obligations are satisfied. The Company's revenue is comprised of sales of its radar systems, radar components and engineering design and development services. The Company's revenue is recognized when control of the goods has been transferred, when the goods are delivered to customers and when all performance obligations have been fulfilled. The amounts recognized as revenue represent the fair values of the considerations received or receivable from third parties on the sales of goods to customers, net of goods and services taxes and less returns, and discounts, at which time there are no conditions for the payment to become due other than the passage of time. For its engineering design and development services, revenue is recognized when the service has been rendered.

Deferred revenue

The Company recognizes deferred revenue when the customers pay in advance for the goods or services to be delivered in future periods. Revenue will be recognized in the future period when the goods and services are provided and in accordance with IFRS 15.

- 13 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Government grants

Government grants are recognized at fair value once there is reasonable assurance that the Company will comply with the conditions attached to the grants and that the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. A forgivable loan from the government is treated as a government grant when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to equity items, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting profit (loss) nor taxable profit (loss); and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject to common control and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Leases

The Company adopted IFRS 16 effective December 1, 2019. The Company chose to adopt the modified retrospective approach on transition to IFRS 16 and has chosen not to restate comparative information in accordance with the transitional provisions in IFRS 16. As a result, the comparative information continues to be presented in accordance with the Company's previous accounting policies. The adoption of IFRS 16 resulted in the recognition of a right-of-use asset and a lease liability measured at the present value of the future lease payments on the consolidated statements of financial position. An amortization expense on the right-of-use asset and an interest expense on the lease liability has replaced the operating lease expense. IFRS 16 has changed the presentation of cash flows relating to leases in the Company's consolidated statements of cash flows, however, it does not cause a difference in the amount of cash transferred between the parties of the lease.

- 14 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those adopted by the Company.

Changes in the Company's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Loss of control

When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in the consolidated statement of operations. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Discontinued operations

The Company classifies a component of the reporting entity is disposed of as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on a reporting entity's operations and financial results. Such disposal groups are measured at the lower of their carrying amount and fair value less costs to sell.

A disposal Company qualifies as discontinued operations if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations.

• Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations.

• Is a subsidiary acquired exclusively with a view to re‐sell

Loss from discontinued operations is excluded from net loss from continuing operations and are presented as a single amount under "loss from discontinued operations" account in the consolidated statement of loss and comprehensive loss.

- 15 -

2. MATERIAL ACCOUNTING POLICIES (continued)

Accounting standards, amendments and interpretations not yet effective

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the IFRIC during the period but are not yet effective. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

IAS 1 - Presentation of Financial Statements ("IAS 1") - Classification of Liabilities as Current or Noncurrent were amended to clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of 'settlement' to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier adoption is permitted.

IAS 16 - Property, Plant and Equipment - Proceeds before Intended Use - The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognizes such sales proceeds and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. Earlier adoption is permitted.

These new and amended standards are not expected to have a material impact on the Company's Financial Statements

3. DISCONTINUED OPERATIONS - LOSS OF CONTROL

During first two quarters of fiscal year ending November 30, 2023, the Company did a full review on UK Operations (PRT UK and Tetra Drones) to mitigate further losses on these subsidiaries. After months of discussion, the Board decided that to protect the interest of shareholders, the Company will be better off putting the UK subsidiaries under liquidation. Therefor on June 16, 2023, the Company announced its decision to close down previously controlled subsidiaries, PRT UK and Tetra Drones as a result of the move towards a drone management and monitoring solutions business. On July 6, 2023, pursuant to a special resolution by its Directors, PRT UK was wound up voluntarily and appointed liquidators in the UK for the purposes of such winding up. On September 4, 2023, pursuant to a special resolution by its Directors, Tetra Drones was also put into liquidation.

Similarly, due to difficulty in obtaining complete and accurate books and records, resignation of key management personnel in the US Subsidiary, on July 20, 2023, the Company announced that it has also ceased operations with its U.S. Subsidiary, PRT USA.

During the third quarter of fiscal year ending November 30, 2023, the Company determined that based on their decision to put PRT UK and Tetra Drones into liquidation and to cease operations with PRT USA, the Company no longer has control over the operations of the said subsidiaries and there is no intent from management to continue operating these businesses. The Company assessed the date of loss of control and determined it be December 1, 2022 as no reliable financial records and supporting documents were accessible from the three subsidiaries for financial reporting purposes subsequent to November 30, 2022.

- 16 -

3. DISCONTINUED OPERATIONS - LOSS OF CONTROL (continued)

Discontinued Operations

During the year ended November 30, 2023, the gain (loss) from discontinued operations - loss of control presented in the statement of loss and comprehensive loss is broken down as follows:

		Year ended November 30
		2023		2022			2021
Net Gain (Loss) from discontinued operations - loss of control	$	995,142	$	(1,949,330	)	$	(2,191,326	)

		For the years ended November 30
		2023		2022			2021
Sales	$	-	$	607,359		$	184,396
Cost of sales		-		(191,175	)		(103,109	)
Gross Profit		-		416,184			81,287
OPERATING EXPENSES
General and administrative		-		1,519,539			1,074,492
Business development		-		62,763			200,465
Research and development		-		233,264			985,006
Total expenses		-		1,815,566			2,259,963
OTHER INCOME (EXPENSES)
Impairment loss on Demo Equipment		-		(236,677	)		-
Impairment of intangible asset		-		(330,650	)		-
Other Income		-		5,042			-
Gain on debt forgiveness		-		11,532			-
Foreign exchange gain (loss)		-		805			(12,650	)
Total other income (expense)		-		(549,948	)		(12,650	)
Loss from discontinued operations	$	-	$	(1,949,330	)	$	(2,191,326	)

- 17 -

3. DISCONTINUED OPERATIONS - LOSS OF CONTROL (continued)

Gain from loss of control of subsidiaries

The resulting gain from the loss of control of subsidiaries for the year ended November 30, 2023, is broken down as follows:

		PRT USA			PRT UK			Tetra Drones			Total
Net liabilities before loss of control of subsidiaries	$	4,870,623		$	1,481,194		$	227,907		$	6,579,724
Foreign currency translation adjustments		(123,484	)		25,310			3,023			(95,151	)
Less: Receivables from subsidiaries		(4,248,018	)		(1,120,913	)		(120,500	)		(5,489,431	)
Gain from loss of control of subsidiaries	$	499,121		$	385,591		$	110,430		$	995,142

(a) PRT USA

During the year ended November 30, 2023, following the loss of control over PRT USA, the Company derecognized its investment in this subsidiary. The Company has not received any consideration on the disposal of its investment. As such, the total carrying value of the net liabilities of PRT USA of $4,870,623 was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023.

Additionally (or Further), as at November 30, 2023, the parent company had a receivable from PRT USA amounting to $4,248,018. Due to uncertainty surrounding collectability, the Company impaired this intercompany receivable and reported it as part of gain from loss of control in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023. After accounting for foreign exchange translation losses, the gain from loss of control recognized in the consolidated statements of loss and comprehensive loss amounted to $499,121 (2022 - $Nil).

		As at
		December 1, 2022

ASSETS
Current Assets
Cash, cash equivalents, and restricted cash	$	9,700
Prepaid expenses		8,313
Account receivable		6,831
Inventories		2,163
Total current assets of discontinued operations		27,007
Non-current assets
Equipment		5,919
Right of use asset		38,189
Total non-current assets of discontinued operations		44,108
Assets of discontinued operations	$	71,115
LIABILITIES
Liabilities
Accounts payable	$	284,181
Lease liability		671,205
Due to related parties		4,608,071
Liabilities of discontinued operation		4,941,738

Carrying value of net liabilities immediately prior to loss of control of subsidiary	$	4,870,623
Receivable from PRT USA		(4,248,018	)
Reclassification of foreign currency translation		(123,484	)
Gain from loss of control of PRT USA	$	499,121

- 18 -

3. DISCONTINUED OPERATIONS - LOSS OF CONTROL (continued)

(b) PRT UK

During the year ended November 30, 2023, following the loss of control over PRT UK, the Company derecognized its investment in this subsidiary. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of PRT UK was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss. As such, the total carrying value of the net liabilities of PRT UK of $1,481,194 was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023.

Additionally, as at November 30, 2023, the parent company had a receivable from PRT UK amounting to $1,120,913. Due to uncertainty surrounding collectability, the Company impaired this intercompany receivable and reported it as part of gain from loss of control in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023. After accounting for foreign exchange translation gains, the gain from loss of control recognized in the consolidated statements of loss and comprehensive loss amounted to $385,591 (2022 - $Nil).

		As at
		December 1, 2022

ASSETS
Current Assets
Cash, cash equivalents, and restricted cash	$	3,852
Prepaid expenses		8,983
Total current assets of discontinued operations		12,835
Non-current assets
Equipment		9,171
Right of use asset		24,686
Total non-current assets of discontinued operations		33,857
Assets of discontinued operations	$	46,692
LIABILITIES
Current Liabilities
Accounts payable	$	455,062
Current Lease Liability		26,456
Due to related parties		919,436
Deferred revenue		124,918
Liabilities of discontinued operations	$	1,527,886

Carrying value of net liabilities immediately prior to loss of control of subsidiary	$	1,481,194
Receivable from PRT UK		(1,120,913	)
Foreign exchange gains		25,310
Gain from loss of control of PRT UK	$	385,591

- 19 -

3. DISCONTINUED OPERATIONS - LOSS OF CONTROL (continued)

On December 1, 2022, following the loss of control over Tetra Drones, the Company derecognized its investment in this subsidiary. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of Tetra Drones was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of income (loss) and comprehensive income (loss). As such, the total carrying value of the net liabilities of PRT UK of $227,907 was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023.

Additionally, as at November 30, 2023, the parent company had a receivable from Tetra Drones amounting to $120,500. Due to uncertainty surrounding collectability, the Company impaired this intercompany receivable and reported it as part of gain from loss of control in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023. After accounting for foreign exchange translation gains, the gain from loss of control recognized in the consolidated statements of loss and comprehensive loss amounted to $110,430 (2022 - $Nil).

		As at
		December 1, 2022
ASSETS
Current Assets
Sales tax receivable	$	435
Total current assets of discontinued operations		435
Non-current assets
Equipment		9,982
Total non-current assets of discontinued operations		9,982
Assets of discontinued operations	$	10,417
LIABILITIES
Current Liabilities
Bank Overdraft	$	16,294
Accounts payable		12,043
Due to related parties		209,738
Loan payable - current		249
Liabilities of discontinued operations	$	238,324

Carrying value of net liabilities immediately prior to loss of control of subsidiary	$	227,907
Receivable from Tetra Drones		(120,500	)
Foreign exchange gains		3,023
Gain from loss of control of Tetra Drones	$	110,430

- 20 -

4. PREPAID EXPENSES

As at November 30, 2023, and November 30, 2022, the Company's prepaid expenses consist of the following:

		November 30, 2023		November 30, 2022
Advertising and promotions	$	-	$	113
Investor relations		85,510		-
Professional fees		7,469		-
Consulting fees		80,000		-
Rent		-		8,247
Transfer agent and filing fees		7,143		13,748
Insurance		3,750		8,839
	$	183,872	$	30,947

The prepayments for advertising and business development include prepayments for marketing and awareness programs handled by an arms' length parties for a six to twelve-month period. Consulting fees consist of prepayment for advisory services to develop new business relationships and general business consulting services to the company. Investor relations fees consist of prepayment for consultants for strategic investor discussions and market awareness of the Company. Prepaid rent pertains to the amount paid for the security deposit of the rent while prepayments for transfer agent and filing fees include annual fee of transfer agent for the issuance of shares, closing of private placement and other related compliance.

- 21 -

5. EQUIPMENT

Equipment refers to various computer, furniture, vehicles, leasehold improvements and demo equipment used by the previously-controlled subsidiaries (Note 3), in the ordinary course of business.

As at November 30, 2023, the Company derecognized property, plant and equipment with a net book value of $24,801 in connection with loss of control of its subsidiaries (Note 3).

	Computer		Furniture		Vehicles		Leasehold Improvement		Demo Equipment		Total
	$		$		$		$		$		$
Cost:
Balance at November 30, 2021	24,028		19,271		16,014		3,826		239,747		302,886
Disposal	-		-		(16,243	)	-		-		(16,243	)
Foreign currency translation adjustment	(997	)	190		229		(182	)	3,158		2,398
Balance at November 30, 2022	23,031		19,461		-		3,644		242,905		289,041
Foreign currency translation adjustment	361		206		-		59		2,653		3,279
Disposals due to discontinued operations	(23,392	)	(19,667	)	-		(3,703	)	(245,558	)	(292,320	)
Balance at November 30, 2023	-		-		-		-		-		-

Accumulated Depreciation:
Balance at November 30, 2021	1,716		5,473		1,218		291		-		8,698
Amortization	9,236		2,688		4,210		1,006		-		17,140
Disposal	-		-		(5,375	)	-		-		(5,375	)
Impairment	-		-		-		-		236,677		236,677
Foreign currency translation adjustment	642		296		(53	)	(13	)	6,228		7,100
Balance at November 30, 2022	11,594		8,457		-		1,284		242,905		264,240
Amortization	1,593		554		-		179		-		2,326
Foreign currency translation adjustment	180		81		-		23		2,653		2,937
Disposals due to discontinued operations	(13,367	)	(9,092	)	-		(1,486	)	(245,558	)	(269,503	)
Balance at November 30, 2023	-		-		-		-		-		-

Net Book Value:
At November 30, 2022	11,437		11,004		-		2,360		-		24,801
At November 30, 2023	-		-		-		-		-		-

- 22 -

6. LONG-TERM RECEIVABLE

During the year ended November 30, 2023, the Company provided facility agreements with a third party to fund the latter's new and existing business opportunities. This solidifies the Company's commitment to further its partnership with the third party and the move towards autonomous drone applications through further development of a dedicated drone docking station.

On May 29, 2023, the Company signed a facility agreement with a third party wherein the Company will provide a total of £50,000 ($84,929). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 5% of the diluted share capital of the third party.

On July 25, 2023, the Company signed another facility agreement with a third party wherein the Company will provide a total of £35,000 for general corporate purposes and it has sent a total of £35,000 ($60,151). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 3.5% of the diluted share capital of the third party.

On August 11, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £15,000 for general corporate purposes and it has sent a total of £15,000 ($26,017). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1.5% of the diluted share capital of the third party.

On September 28, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £10,000 for general corporate purposes and it has sent a total of £10,000 ($17,093). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party.

On November 24, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £10,000 for general corporate purposes and it has sent a total of £10,000 ($17,749). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party.

As at November 30, 2023, the Company has loaned to the third party a total of £122,203 ($209,702) including the interest incurred of £2,203 ($3,765). No conversion was made as at year ended November 30, 2023. However, due to uncertainty surrounding collectability, the Company recognized impairment loss in the consolidated statements of loss and comprehensive loss amounting to $209,702 (Note 20).

- 23 -

7. ACCOUNTS PAYABLE

As at November 30, 2023, and 2022, the Company's accounts payable consist of the following:

		November 30, 2023		November 30, 2022
Professional fees	$	22,116	$	382,805
Funds to be returned to investors		43,046		43,046
Advertising costs		2,520		34,705
Payroll		-		268,610
Development costs		-		168,925
Bank overdraft		-		16,036
VAT Payable		-		61,262
Purchases		-		2,121
Rent		-		1,822
Others		9,444		84,531
	$	77,126	$	1,063,863

8. DEFERRED REVENUE

As of November 30, 2022, the former subsidiary, PRT UK had an advance payment from their customers as consideration for the Company's product and services to be rendered in the future date amounting to $124,918. The company had classified the above customer advance as Deferred Revenue for the year ended November 30, 2022. On December 1, 2022, the company had lost control over PRT UK and accordingly recognized the balance of $124,918 as part of the gain on disposal of subsidiaries in the consolidated statements of income (loss) and comprehensive income (loss) (Note 3).

9. RELATED PARTY TRANSACTIONS AND BALANCES

Key management compensation

The amounts due to and from related parties are due to the directors and officers of the Company. The balances are unsecured, non-interest bearing and due on demand. These transactions are in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Key management is comprised of directors and officers of the Company.

- 24 -

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

As at November 30, 2023, $372,650 (November 30, 2022- $705,672) are due to directors and officers of the Company:

		November 30, 2023		November 30, 2022

Company controlled by the President and CEO	$	6,077	$	78,750
Director and Chairman		-		1,731
Former CFO of the Company		-		67,540
Former interim CEO of the Company		-		250,179
Former CEO and Director		361,573		307,472
Company controlled by a director		5,000		-
	$	372,650	$	705,672

During the years ended November 30, 2023, and 2022 and 2021, the Company entered into the following transactions with related parties:

		November 30, 2023		November 30, 2022		November 30, 2021
Management fees	$	92,127	$	-	$	55,000
Consulting fees		47,500		135,000		307,734
Accounting fees		63,844		-		36,202
Professional fees		10,429		-		-
Stock-based compensation		57,425		-		410,132
Salaries and benefits		54,100		330,337		313,626
Others		7,144		-		5,000
	$	332,569	$	465,337	$	1,127,694

Management fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
Company controlled by the President and CEO	$	35,000	$	-	$	-
CFO		30,000		-
Former Interim CEO		27,127		-		-
Former CFO of the Company		-		-		55,000
	$	92,127	$	-	$	55,000

Consulting fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
Company controlled by the President and CEO	$	47,500	$	75,000	$	-
Company controlled by the Former Corporate Secretary		-		60,000		-
Director		-		-		307,734
	$	47,500	$	135,000	$	307,734

Accounting fees of $63,844 (2022 - $Nil and 2021 - $36,202) were paid or accrued to a company controlled by a director.

- 25 -

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

Professional fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
CFO and Former Corporate Secretary	$	1,000	$	-	$	-
Company controlled by the Corporate Secretary		9,429		-		-
	$	10,429	$	-	$	-

During the year ended November 30, 2023, the Company had 1,850,000 (November 30, 2022 - 1,750,000) stock options held by the Directors and officers of the Company. The amount recognized as expense for these options for the year ended November 30, 2023, 2022, and 2021 are as follows:

	November 30, 2023			November 30, 2022			November 30, 2021
	Number of Options held		Expense for the year (vested)	Number of options held		Expense for the year (vested)	Number of Options held		Expense for the year (vested)
CEO	800,000	$	24,834	-	$	-	-	$	-
CFO	200,000		6,208	-		-	-		-
Corporate Secretary	50,000		1,552	-		-	-		-
Former CEO	-		-	600,000		-	600,000	$	133,275
Former CFO	-		-	150,000		-	150,000		33,319
Former Corporate Secretary	-		-	150,000		-	150,000		33,319
Directors	800,000		24,868	750,000		-	825,000		210,219
	1,850,000	$	57,462	1,650,000*	$	-	1,725,000	$	410,132

*During the year ended November 30, 2023, 1,650,000 stock options held by the former Directors and former Officers were cancelled due to resignation from their position

Salaries of $54,100 (2022- $330,337 and 2021 - $313,626) were paid or accrued to the Former CEO. Others consisted of: (1) Travel of $3,467 (2022 - $Nil and 2021 - $Nil) paid or accrued to a company controlled by a CEO; (2) Office and general expenses $3,677 (2022 - $Nil and 2021 - $Nil) paid or accrued to a company controlled by the CEO; and (3) Rent of $Nil (2022 - $Nil and 2021 - $5,000) were paid or accrued to a company controlled by a director.

Gain on debt forgiveness of $62,500 (2022 - $Nil and 2021 - $Nil) is the consulting fees forgiven by the company controlled by the President and CEO. The amount is recognized in the statement of loss and comprehensive loss as the consulting fees were approved by the Board in the ordinary course of business and the CEO is not a primary shareholder of the Company.

- 26 -

10. LOANS PAYABLE

Upon acquisition of Tetra Drones (Note 3), the Company assumed the latter's outstanding loan of £13,253 ($21,461) as of November 30, 2022. The collateral of this loan is a vehicle. On October 25, 2022, the loan and the vehicle were released to former shareholder of Tetra Drones in exchange for forgoing the remaining acquisition cost of £140,000 ($222,771). Thus, for the year ended November 30, 2022, the Company's liabilities in the vehicle and the remaining balance in the acquisition cost were extinguished.

For the year ended November 30, 2022, the current loan payable of $127,019 consisted of $75,000 plus interest of $4,019 payable to a third party, which is equal to 12% interest per annum payable on demand. This includes as well the $30,000 plus 60% fixed interest on Principal amount totaling $18,000 due to default as per agreement.

During the year ended November 30, 2023, the Company made a full repayment of the loan to a third party entered in August 2022 amounted to $81,238 that consists of $75,000 plus interest of $6,238 equal to 12% interest per annum.

During the year ended November 30, 2023, the Company entered into loan agreements with third parties amounting to $4,000 and from the CEO amounting to $6,000 (Note 9) with interest of 10% per annum. The loans were repaid within the year and interest accrued were forgiven on these loans.

As at November 30, 2023, the Company has outstanding loan payable of $48,000 (2022 - $127,019) which consist of a loan with a principal amount of $30,000 plus 60% fixed interest on Principal amount totaling $18,000 due to default as per agreement.

11. CAPITAL MANAGEMENT

The Company considers its capital structure to include net residual equity of all assets, less liabilities. The Company's objectives when managing capital are to (i) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (ii) maintain a capital structure that allows the Company to pursue the development of its projects and products; and (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk.

The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets.

12. SHARE CAPITAL

(a) Common Shares

Authorized: Unlimited number of common shares without par value

As at November 30, 2023, there were 105,504,461 common shares issued and outstanding
(November 30, 2022 - 59,317,461).

During the year ended November 30, 2023:

On July 24, 2023, the Company closed a non-brokered private placement and issued 9,907,000 common shares at a price of $0.06 per unit for gross proceeds of $594,420. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five (5) years from the closing of the Offering. The company has paid cash finders fees of $59,442, legal fees of $8,082 and and 990,700 finders' b-warrants were paid on a portion of the Offering.

- 27 -

12. SHARE CAPITAL (continued)

(a) Common Shares (continued)

Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for five (5) years from closing of the Offering.

On May 30, 2023, the Company issued 2,600,000 common shares as compensation for Investor relations to an arm's length party valued at a total of $169,000.

On March 30, 2023, the Company closed a non-brokered private placement and issued 26,480,000 common shares at a price of $0.05 per unit for gross proceeds of $1,324,000. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three (3) years from the closing of the Offering. The company has paid cash finders fees of $95,900 and legal fees of $17,500 and and 2,648,000 finders' b-warrants were paid on a portion of the Offering. Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for three (3) years from closing of the Offering.

On March 27, 2023, the Company closed a non-brokered private placement and issued 7,200,000 common shares at a price of $0.05 per unit for gross proceeds of $360,000. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three (3) years from the closing of the Offering. The company has paid cash finders fees of $46,500 and legal fees of $6,000 and 200,000 finders' b-warrants were paid on a portion of the Offering. Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for three (3) years from closing of the Offering.

During the year ended November 30, 2022:

On December 31, 2021, the Company issued 78,125 common shares as compensation for consulting fees to a director valued at a total of $17,189.

During the year ended November 30, 2021:

On August 9, 2021, the Company issued 5,750,000 Units at $0.40 per unit for proceeds of $2,300,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.50 for five years. The Company paid cash of $63,700, issued 166,250 finders' Units with a fair value of $66,500 and 325,750 broker warrants as finder's fees. Each finders' Unit comprised of one common share and one full non-transferable common share purchase warrant, with an exercise price of $0.50 per share for five years. The broker warrants are exercisable at $0.50 per share for five years.

On January 29, 2021, the Company issued 3,180,000 Units at $0.20 per unit for proceeds of $636,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 for five years. The Company paid cash of $10,480, issued 170,000 finders' Units with a fair value of $34,000 and 222,400 broker warrants as finder's fees. Each finder's Unit is comprised of one common share and one full non-transferable common share purchase warrant with exercise price of $0.25 per share for five years. The broker warrants are exercisable at $0.25 per share for five years.

During the year ended November 30, 2021, the Company issued 425,000 common shares for gross proceeds of $222,500 from the exercise of 425,000 stock options at $0.50 to $0.60 per share.

During the year ended November 30, 2021, the Company issued 6,129,573 common shares for gross proceeds of $1,332,727 from the exercise of 6,129,573 share purchase warrants at $0.20 to $0.50 per share.

- 28 -

12. SHARE CAPITAL (continued)

During the year ended November 30, 2021, the Company issued 656,250 common shares with total fair value of $307,734 were issued as compensation for consulting fees to a director (Note 9).

(b) Stock Options

The Company maintains an incentive stock option plan (the "Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, 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 in the capital of the Company at the time of granting of options.

During the year ended November 30, 2023:

On October 19, 2023, the Company granted 1,000,000 incentive stock options vesting immediately to a consultant with an exercise price of $0.05 per share for a period of three years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.02351, volatility 91%, risk-free rate 4.91%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $23,540.

On August 18, 2023, the Company granted 2,450,000 incentive stock options to Directors, Officers and consultants with an exercise price of $0.05 per share for a period of three years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.03104, volatility 96%, risk-free rate 4.51%, dividend yield 0%, and expected life of 3 years. With these assumptions, the fair value of options was determined to be $76,048. 1,800,000 stock options issued to Directors and Officers vest immediately and 650,000 stock options issued to consultants vests in 4 months.

During the year ended November 30, 2023, 2,200,000 options, 1,550,000 options and 150,000 options with exercise prices of $0.60, 0.75 and 0.50, respectively, were cancelled.

During the year ended November 30, 2022:

125,000 stock options with an exercise price of $0.50 were cancelled.

75,000 stock options with an exercise price of $0.50 expired unexercised.

During the year ended November 30, 2021:

On June 10, 2021, the Company granted 150,000 incentive stock options to a consultant with an exercise price of $0.50 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.485, volatility 100%, risk-free rate 0.82%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $53,677, and the amount was recognized on the consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

On January 21, 2021, the Company granted 1,550,000 incentive stock options to directors, consultants, and employees with an exercise price of $0.75 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated stock price of $0.75, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $1,022,995, and the amount was recognized on the consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

Stock-based compensation recognized in profit or loss for the year ended November 30, 2023, amounted to $37,405 (2022 - $Nil; and 2021 - $1,144,342).

- 29 -

12. SHARE CAPITAL (continued)

(b) Stock Options (continued)

Stock option transactions and the number of stock options outstanding as at November 30, 2023, November 30, 2022, and November 30, 2021, are summarized as follows:

	Number of			Weighted Average
	Options			Exercise Price
Balance, November 30, 2021	4,225,000		$	0.64
Expired	(75,000	)		0.50
Cancelled	(125,000	)		0.50
Balance, November 30, 2022	4,025,000		$	0.66
Cancelled	(3,900,000	)		0.66
Granted	3,450,000			0.04
Balance, November 30, 2023	3,575,000		$	0.06

The following summarizes the stock options outstanding at November 30, 2023:

Expiry Date	Exercise Price	Numbers of options outstanding	Numbers of options exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price
	$				$
November 28, 2024	0.50	125,000	125,000	0.03	0.02
August 18, 2026	0.05	2,450,000	2,357,917	1.86	0.03
October 19, 2028	0.05	1,000,000	1,000,000	1.37	0.01
		3,575,000	3,482,917	3.26	0.06

c) Share purchase warrants

During the year ended November 30, 2023:

On July 24, 2023, pursuant to the closing of the private placement, the Company issued 9,907,000 common share purchase warrants. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.10 per share for a period of 5 years following the date of the issuance. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.

On July 24, 2023, pursuant to the finder's agreement in relation to the Offering, the Company issued 990,700 share warrants to the agent with an exercise price of $0.10 for a period of 5 years from the date of issuance. The share warrants were valued at $45,364 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate - 3.9%; expected life - 5 years; expected volatility - 100%; forfeiture rate - Nil and expected dividends - $Nil.

On March 30, 2023, pursuant to the closing of the private placement, the Company issued 26,480,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three (3) years from the closing of the Offering. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.

- 30 -

12. SHARE CAPITAL (continued)

On March 30, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 2,648,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $94,537 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate - 3.53%; expected life - 3 years; expected volatility - 100%; forfeiture rate - Nil and expected dividends - $Nil.

On March 27, 2023, pursuant to the closing of the private placement, the Company issued 7,200,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for for three (3) years from closing of the Offering. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.

On March 27, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 200,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $9,439 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate - 3.4%; expected life - 3 years; expected volatility - 100%; forfeiture rate - Nil and expected dividends - $Nil.

During the year ended November 30, 2022

561,081 warrants with exercise price of $0.20 expired unexercised.

During the year ended November 30, 2021

On August 9, 2021, the Company issued 5,916,250 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.50 per share until August 9, 2026.

On August 9, 2021, the Company also granted 325,750 warrants to finder's warrants as described in note 12(a) in connection with the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.50 per share until August 9, 2026. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.35, volatility 100%, risk-free rate 0.88%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $79,032.

On January 29, 2021, the Company granted 3,350,000 common share purchase warrants as part of a non-brokered private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.25 per share until January 29, 2026. During the year ended November 30, 2021, 30,000 warrants were exercised at $0.25 per share.

On January 29, 2021, the Company also granted 222,400 warrants to finders in connection with the private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026. During the year ended November 30, 2021, 4,240 warrants were exercised at $0.25 per share. The fair value was estimated using the Black-Scholes pricing model with estimated stock price of $0.52, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $95,395.

- 31 -

12. SHARE CAPITAL (continued)

Share purchase warrant transactions and the number of share purchase warrants outstanding as of November 30, 2023, November 30, 2022, and November 30, 2021, are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, November 30, 2021	9,991,241		$	0.42
Warrants expired	(561,081	)		0.20
Balance, November 30, 2022	9,430,160			0.42
Granted	47,425,700			0.10
Balance, November 30, 2023	56,855,860		$	0.14

The following summarizes the stock warrants outstanding at November 30, 2023:

Expiry Date	Exercise Price $	Number of Warrants outstanding and exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price $
January 29, 2026	0.25	3,188,160	0.12	0.01
March 27, 2026	0.10	7,400,000	0.30	0.01
March 30, 2026	0.10	29,128,000	1.19	0.05
August 9, 2026	0.50	6,242,000	0.30	0.05
July 24, 2028	0.10	10,897,700	0.89	0.02
		56,855,860	2.80	0.14

13. FINANCIAL RISK MANAGEMENT

The Company's financial assets consist of cash, and due from related parties. The estimated fair values of cash, subscription receivable, and due from related parties approximate their respective carrying values due to the short period to maturity.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

a. Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities.

b. Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

c. Level 3 - inputs that are not based on observable market data.

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13. FINANCIAL RISK MANAGEMENT (continued)

For the years ended November 30, 2023, and November 30, 2022, the fair value of the cash, accounts receivable, accounts payable, and due from related parties approximate the book value due to the short-term nature.

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

Liquidity Risk

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

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has no significant interest rate risk due to the short-term nature of its interest generating assets.

Credit Risk

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

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, leases due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar and UK Sterling Pound against the Canadian dollar have affected comprehensive loss for the period by approximately $20,587 (2022 - $7,464 and 2021 - $26,633).

- 33 -

14. SUPPLEMENTAL CASH FLOW INFORMATION

During the years ended November 30, 2023, 2022 and 2021, the Company has the following non-cash investing and financing activities:

For the years ended		November 30, 2023		November 30, 2022		November 30, 2021
Non-cash financing activities:
Fair value of options granted and vested	$	99,588	$	17,189	$	1,144,342
Fair value of options exercised		-		-		158,106
Fair value of warrants granted		149,340		-		174,427
Fair value of warrants exercised		-		-		36,859
Shares issued to finders		-		-		100,500
Shares issued as compensation		169,000		17,189		307,734

For the years ended		November 30, 2023		November 30, 2022		November 30, 2021
Cash payments for:
Interest	$	6,238	$	-	$	-
Taxes		-		-		-

15. COMMITMENTS AND CONTINGENCIES

The Company has certain commitments related to key management compensation (management fees) for $10,000 per month with no specific expiry of terms (Note 9).

During the year ended November 30, 2023, the Company, entered into joint venture agreements ("JVA") with third parties for the purpose of exploring opportunities to incorporate unmanned aerial vehicles/drones and docking stations with a software and with the vehicle-mounted solution. To the date of this report, the JVAs have yet to produce a product under these agreements and are under negotiation. Hence, no material transactions have been recognized in relation to these JVAs in the financial statements. One of the third parties initially cancelled the agreements on February 16, 2024. Subsequently, the Company and the said third party have been in discussions surrounding all existing agreements. As of report date, there is no conclusion yet on the negotiations between the parties.

- 34 -

16. RIGHT-OF-USE ASSETS AND LEASE LIABILITY

Right-of-use assets

In November 2018, the Company's previously controlled subsidiary, PRT USA, entered into a two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018, and ending on November 30, 2020. On December 31, 2020, the Company renewed this lease agreement to November 30, 2023. The minimum base rent for the remaining lease term is USD$3,005 ($3,726) per month from December 1, 2019, to November 01, 2020; USD$3,095 ($3,838) per month from December 1, 2020, to November 30, 2021; USD$3,188 ($3,953) per month from December 1, 2021 to November 30, 2022; and USD$3,284 ($4,072) per month from December 1, 2022 to November 30, 2023. However, PRT USA agreed to terminate their lease with an arm's length party on December 31, 2022.

On September 9, 2021, the Company's previously controlled subsidiary, PRT UK, entered into lease agreement with arm's length party to use the premises known as The Old Workshop, Estuary Road, King's Lynn, Norfolk from May 1, 2021 and will set to expire on April 30, 2024, with annual lease fee of £12,000 or £1,000 per month with interest of 4% per annum above Barclays Bank PLC base rate in case of default (Note 3)

During the year ended November 30, 2023, the Company has disposed of its UK and US subsidiaries (Note 3) Accordingly, the ROU asset and lease liabilities have been derecognized.

The following is the continuity of the cost and accumulated depreciation of right-of-use assets, for the year ended November 30, 2023, and for the year ended November 30, 2022:

Balance, November 30, 2021	$	72,734
Additions		38,027
Amortization expense		(50,571	)
Cumulative translation adjustment		1,008
Balance, November 30, 2022	$	61,198
Cumulative translation adjustment		1,677
Disposal of net liabilities due to loss of control		(62,875	)
Balance, November 30, 2023	$	-

Lease liabilities

The following is the continuity of lease liability, for the years ended November 30, 2023, and 2022:

Balance, November 30, 2021	$	86,346
Additions		38,027
Lease payments		(72,727	)
Interest on lease liability		18,877
Cumulative translation adjustment		5,274
Balance, November 30, 2022	$	75,797
Cumulative translation adjustment		145
Disposal of net liabilities due to loss of control		(75,942	)
Balance, November 30, 2023	$	-

- 35 -

16. RIGHT-OF-USE ASSETS AND LEASE LIABILITY (continued)

As at November 30, 2023, and November 30, 2022, the minimum lease payments for the lease liabilities are as follows:

		November 30, 2023		November 30, 2022
Year ending:
2023	$	-	$	72,664
2024		-		9,716
Subtotal		-		82,380
Less: Interest expense on lease liabilities		-		(6,583	)
Total present value of minimum lease payments	$	-	$	75,797

17. BREAKDOWN OF EXPENSES

			Years Ended November 30
General and Administrative Expenses	Note		2023		2022		2021
Accounting and audit fees	9	$	92,723	$	192,403	$	73,202
Consulting fees	9		136,475		138,523		328,805
Investor relations			261,908		-		-
General office expenses			20,209		31,160		13,033
Insurance			11,180		16,065		11,401
Legal fees			224,140		51,603		152,144
Management fees	9		92,127		-		118,000
Rent			6,000		6,963		10,726
Salaries and benefits	9		54,100		330,337		313,626
Stock-based compensation	9, 12		99,588		-		1,144,342
Transfer agent and filing fees	12		63,912		59,385		80,310
Travel			8,212
Total		$	1,070,574	$	826,439	$	2,245,589

Business development expenses amounting to $386,991 (2022 - $114,665; 2021 - $508,545) relate to corporate marketing and strategic investment initiatives done by the Company to build new businesses.

- 36 -

18. SEGMENTED INFORMATION

Following the loss of control of subsidiaries (Note 3) during the year ended November 30, 2023, the Company operates in one business segment, focusing on drone management and automation services as described in Note 1.

Reportable segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

19. INCOME TAXES

The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statement of operations and comprehensive loss for the years ended November 30, 2023, 2022 and 2021:

		2023			2022			2021
Net loss before tax and comprehensive loss	$	(608,928	)	$	(2,667,798	)	$	(4,974,834	)
Statutory tax rate		27%			27%			27%
Expected income tax (recovery)	$	(164,000	)	$	(720,000	)	$	(1,343,000	)
Permanent differences		(185,000	)		617,000			985,000
Non-deductible items and others		1,848,000			1,436,000			1,331,000
Share issuance costs		63,000			-			-
Change in deferred tax assets not recognized		(1,562,000	)		(1,333,000	)		(973,000	)
Income tax expense (recovery)	$	-		$	-		$	-

Significant components of the Company's unrecognized deferred tax assets (liabilities) for the years ended November 30, 2023, and 2022 are shown below:

		2023			2022
Non-capital losses	$	1,745,000		$	1,367,000
Capital losses		21,000			21,000
Share issuance costs		82,000			48,000
Unrecognized deferred tax assets		(1,848,000	)		(1,436,000	)
Net deferred tax assets	$	-		$	-

Non-capital losses carryforward

The Company has non-capital loss carryforwards and net operating losses, for which no deferred tax asset has been recognized of approximately $6,464,410 (2022 - $5,061,190) which may be carried forward to apply against future income of the Company, subject to the final determination by taxation authorities, expiring in the following years:

Expiry		November 30, 2023
2038	$	675,203
2039		941,464
2040		1,561,728
2041		1,412,265
2042		470,530
2043		1,403,221
Total	$	6,464,410

- 37 -

20. SUBSEQUENT EVENTS

On December 1, 2023, the Company entered into a consulting service agreement with third party requiring the latter to render business advisory and consulting services of up to 50 hours per month with monthly compensation of $3,500 and 1,560,000 Free trading Restricted Stock Units (RSUs) over the course of 6 months issued at the market price on the contract signing date.

On December 20, 2023, the Company entered into a 90-day loan agreement with a Director amounting to $5,000 with interest of 10% per annum. On March 19, 2024, the terms were amended to extend the loan repayment date to June 19, 2024.

On January 8, 2024, the Company entered into a 90-day loan agreement with a third party amounting to $5,000 with interest of 10% per annum. On April 7, 2024, the terms were amended to extend the loan repayment date to July 7, 2024.

On March 5, 2024, pursuant to the facility agreements with a third party, the Company issued a conversion notice to borrower requiring the latter to convert the principal amount of $205,939 (£120,000) plus estimated accrued interest of $6,360 (£3,716) as at the date of this notice into fully paid ordinary shares in the capital of IDI. As of the date of this report, the shares have not been issued and the previously agreed upon conversion rate is still under negotiations with IDI.

On March 14, 2024, the Company announced the non-brokered private placement financing of up to 10,000,000 units (the "Units") of securities at a price of $0.05 CAD per Unit for aggregate gross proceeds of up to $500,000.00 (the "Offering"). Each Unit is comprised of one (1) common share and one (1) fully transferable purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five (3) years from the closing of the Offering. Finder's fee may be payable on a portion of the offering at the discretion of the Company.

On March 15, 2024, the Company entered into a 90-day loan agreement with a third party amounting to $5,000 with interest of 10% per annum.

On March 28, 2024, the Company entered into a 90-day loan agreement with a third party amounting to $5,000 with interest of 10% per annum.

On April 10, 2024, the Company entered into a 90-day loan agreement with a third party amounting to $20,000 with interest of 10% per annum.

On April 11, 2024, the Company entered into a 60-day loan agreement with its Chairman of the Board amounting to $9,636 (US $7,000) with interest of 10% per annum.

On April 30, 2024, the Company entered into a 60-day loan agreement with a third party for $30,000 with interest of 12% per annum. The loan includes an option to convert into common shares of the Company equal to 100% of the principal amount of the loan plus all outstanding interest at the lowest price per share allowable under the policies of the CSE. The Company will issue a loan bonus of 50,000 commons shares to the lender.

On April 30, 2024, 200,000 stock options with exercise price of $0.05 were cancelled.

On May 1, 2024, the Company entered into a 60-day loan agreement with a third party for $15,000 with interest of 10% per annum.

On May 3, 2024, the Company entered into a 60-day loan agreement with a third party for $20,000 with interest of 10% per annum.

- 38 -

AETHER GLOBAL INNOVATIONS CORP.

(formerly Plymouth Rock Technologies Inc.)

MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended November 30, 2023, 2022 and 2021

INTRODUCTION

The following information should be read in conjunction with the audited consolidated financial statements of Aether Global Innovations Corp. (formerly Plymouth Rock Technologies Inc.) ("the Company" or "Aether" or "AETH") for the year ended November 30, 2023, as well as the audited consolidated financial statements of the Company for the year ended November 30, 2022 ("Financial Statements"); including the notes thereto. The Financial Statements and financial data contained in this discussion and analysis are presented in accordance with International Financial Reporting Standards ("IFRS"). The reporting currency is the Canadian dollar.

The following discussion and analysis provide information that management believes is relevant to the assessment and understanding of the Company's results of operations and financial condition. Certain statements herein contain forward-looking statements relating to the operations or to the environment in which we operate, which are based on our operations, forecasts, and projections. Forward-looking statements are not guaranteed of future performance. They involve risks, uncertainties and assumptions; and actual results may differ materially from those anticipated in these forward-looking statements. The risks include those outlined under the "Risk Factors" section of this management discussion and analysis ("MD&A") and elsewhere in the Company's public disclosure documents. This MD&A has been approved by the Company's Board of Directors ("Board") as at May 15, 2024,

BUSINESS OVERVIEW AND OVERALL PERFORMANCE

The Company was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at
700 - 1199 West Hastings Street, Vancouver, B.C., V6E 3T5.

On August 1, 2023, the Company changed its name to Aether Global Innovation Corp from Plymouth Rock Technologies Inc.

Aether is a pioneering company that takes great pride in collaborating with industry partners and academia as part of a consortium. Our primary goal is to revolutionize the drone technology market by providing cutting-edge automation and development solutions. Through our services, we strive to offer clients real-time critical reports and updates, empowered by the latest software and data gathering capabilities.

At Aether, we concentrate on three core service areas for UAV/Drone management and surveillance solutions:

UAV/Drone Design & Development: We are dedicated to creating innovative and state-of-the-art unmanned aerial vehicles. Our team of experts works tirelessly to design drones that meet the specific needs of our clients.Automation & Integrations: Embracing the power of automation, we streamline drone operations and integrate them seamlessly with existing systems. This synergy ensures maximum efficiency and effectiveness in every mission.

Drone Base Station Technologies: We are at the forefront of advancing drone base station technologies, optimizing connectivity and communication to enhance the performance of UAV fleet.

With a commitment to excellence and a vision for the future of drone technology, Aether is poised to shape the landscape of automation and data gathering, setting new standards for the industry.

On March 31, 2022, the British Columbia Securities Commission ("BCSC") issued a temporary management cease trade order ("MCTO") under National Policy 12-203 Management Cease Trade Orders, made at the request of the Company. This MCTO (citation: 2022 BCSECOM 103) prohibited the Company's insiders from trading in the securities of the Company until such time as the annual audited financial statements for the year ended November 30, 2021, the management's discussion and analysis, and the related Chief Executive Officer and Chief Financial Officer certificates ("the Required Filings") and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted. The Company's inability to file the Required Filings before the required March 30, 2022, filing deadline is a result of Covid-19 related and other delays in obtaining information with respect to a U.K. subsidiary acquired during the fiscal period. The Company has applied for and has been granted a MCTO by the BCSC.

On May 13, 2022, the Company filed the Required Filings¹ and the BCSC lifted the MCTO on May 16, 2022.

The British Columbia Securities Commission issued a cease trade order affecting the Company on November 4, 2022, for failure to file the following required disclosure:

1. Interim financial report for the period ended August 31, 2022,

2. Interim management's discussion and analysis for the period ended August 31, 2022,

3. Certification of interim filings for the period ended August 31, 2022.

The cease trade order was rescinded on December 19, 2022.

During the February to May 2023, the Company has pivoted its direction towards a drone management and solutions business. Together with a new set of management and Board of Directors (see DIRECTORS), the Company is exploring opportunities with new key partners for success.

In March 2023, the Company completed a non-brokered private placement for aggregate gross proceeds of $1,684,000 (see LIQUIDITY and CAPITAL RESOURCES).

On April 11, 2023, the Company signed a Memorandum of Understanding ("MOU") for a Strategic Partnership with iDroneImages Ltd. ("IDI"). Aether views this as a strategic partnership addressing 3 core strategic focus areas for the company - management and monitoring, automation, and drone infrastructure (i.e. docking stations). (See Recent Business Updates)

Management and Monitoring: Drones have become an increasingly popular tool for use with critical infrastructure, such as oil and gas facilities and pipeline, large mining and construction sites, and government facilities.

Automation: It will be a critical focus area, as pre-determined flight paths with seamless operations will be important for infrastructure monitoring and management.

___________________________________
¹Required Filings include financial statements for the period ended and Management's Discussion and Analysis

Drone's infrastructure (the Docking Stations): The Strategic Partnership with IDI, provides a leading-edge drone in the box solution, which helps address these specific and important focus areas. (See Recent Business Updates)

On May 7-12, 2023, the Company together with IDI and Watchdog Equipment showcased the integration of a self-operating drone-in-the-box technology from IDI with the mobile renewable power platform from Watchdog Equipment in the Governor's Hurricane Conference in Palm Beach, Florida, USA. The Company's goal is to offer a three-pronged solution - Drone Management and Monitoring, Automation and Integration and a Drone Base Station Infrastructure and Technology. (See Recent Business Updates)

In June 2023, the Company has initiated the liquidation and closing of its UK subsidiaries, Plymouth Rock Technologies UK Limited ("PRT UK") and Tetra Drones Limited ("Tetra Drones"). In July 2023, the Company has also divested from its US subsidiary, Plymouth Rock Technologies USA ("PRT USA") (See RESULTS OF OPERATIONS - Discontinued Operations - Loss of Control).

On July 19, 2023, Aether signed an MOU for a Strategic Partnership with Protegimus Protection Ltd ("Protegimus"). The MOU is non-binding until finalized and will focus initially on Collaborative Business Development efforts specifically focused on critical infrastructure and security applications for remote monitoring (DiaB), this includes, (i) establishing key strategic objectives and client programs for new regions, specifically Asia Pacific and the Middle East and (ii) identifying additional services and capabilities for fixed and mobile aerial support operation center (ASOC) services, which are all of mutual interests to Aether and Protegimus.

In July 2023, the Company completed a non-brokered private placement for aggregate gross proceeds of $594,420 (see LIQUIDITY and CAPITAL RESOURCES).

On August 16, 2023, the Company signed an MOU for a strategic partnership with Grupo Senseta Inc., a deep tech, AI and big data-driven cybersecurity and intelligent drone services company. The Strategic Partnership MOU is non-binding until finalized and will focus initially on collaborative product development focused on critical infrastructure and security applications for monitoring, surveillance and data collection of government facilities, critical infrastructure and pipelines, electrical grids and waterways.

On August 21, 2023, the Company and IDI signed an MOU for a strategic partnership with Limitless Integration LLC, an integration solutions and deployment service provider for safety and security communications and surveillance technologies. The Strategic Partnership MOU is non-binding until finalized and will focus initially on collaborative product integrations and deployment with a focus around large-scale facilities and critical infrastructure operations. (See Recent Business Updates)

On April 3, 2024, the British Columbia Securities Commission ("BCSC") issued a temporary management cease trade order ("MCTO") under National Policy 12-203 Management Cease Trade Orders, made at the request of the Company. This MCTO (citation: 2022 BCSECOM 103) prohibited the Company's insiders from trading in the securities of the Company until such time as the annual audited financial statements for the year ended November 30, 2023, the management's discussion and analysis, and the related Chief Executive Officer and Chief Financial Officer certificates ("the Required Filings") and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted. The Company's inability to file the Required Filings before the required April 2, 2024, filing deadline is a result of delay in completion of audit procedures related to the quantification of losses incurred by subsidiary corporations which are no longer controlled by the Company. The Company has applied for and has been granted a MCTO by the BCSC.

Partnership with IDI

During the year ended November 30, 2023, the Company provided facility agreements with a third party to fund the latter's new and existing business opportunities. This solidifies the Company's commitment to further its partnership with IDI and the move towards autonomous drone applications through further development of a dedicated drone docking station.

On May 29, 2023, further to the MOU signed by the Company and IDI, the Company signed a facility agreement with IDI wherein the Company will provide a total of £50,000 ($84,929). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 5% of the diluted share capital of the third party and no conversion was made to date.

On July 6, 2023, the Company signed a Profit and Intellectual Property Share Agreement with IDI. The agreement is broken into two parts.

a) Profit sharing: profit sharing on all IDI's NeXus and NeXusPlus Drone-in-a-Box (Diab) sales from date of the signed agreement. Aether will assist IDI in its business development, marketing and sales of its DiaB product line by tapping into the Company's global network of business and security leaders. The Company will provide new customer and industry research, marketing support, client prospecting and sales negotiations, and customer experience (CX) feedback from buyers. Aether will receive 25% percent of the profits earned for the sales of the IDIPLOYER's DiaB solutions.

b) Software Intellectual Property Sharing: joint ownership of all intellectual property (IP) software co-development from date of the signed agreement. Aether will hire a software engineer to work directly with IDIPLOYER to design and develop DiaB software solutions to meet individual client's needs, which will help secure sales of IDIPLOYER's DiaB product line. Each company will own 50% of the IP software developed.

On July 25, 2023, the Company signed another facility agreement with IDI to provide £35,000 for general corporate purposes and it has sent a total of $60,151 (£35,000). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 3.5% of the diluted share capital of the third party.

On August 11, 2023, the Company signed another facility agreement with IDI to provide £15,000 for general corporate purposes and it has sent a total of $26,017 (£15,000). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1.5% of the diluted share capital of the third party.

On September 30, 2023, the Company signed another facility agreement with IDI to provide £10,000 for general corporate purposes and it has sent a total of $17,093 (£10,000). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party.

On November 24, 2023, the Company signed another facility agreement with IDI to provide £10,000 for general corporate purposes and it has sent a total of $17,748 (£10,000). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party.

At the time of the drafting of this year-end 2023 MD&A, the Company has begun negotiations with IDI surrounding the conversion rate of the loan to equity in their company. The Company expects these negotiations to be completed in time to update the marketplace within the fiscal year 2024.

In light of the above, as at year end November 30, 2023, the Company has loaned a total of $212,299 (£120,000 plus accrued interest). On March 5, 2024, pursuant to the facility agreements, the Company issued a conversion notice to IDI requiring the latter to convert the principal plus accrued interest as at the date of such notice into fully paid ordinary shares in the capital of IDI. As of the date of this report, the shares have not been issued and the previously agreed upon conversion rate is still under negotiations with IDI.

The Technology

IDI's Drone-in-a-Box ("DiaB") Solution provides users with the system that can support their needs while being cost-effective. The drone in a box solution provides organizations the ability to make critical decisions based on real time data being provided by autonomous drones. This solution has a myriad of applications for critical infrastructure monitoring, oil and gas and agriculture.

On August 30, 2023, signed Strategic Joint Venture Partnership MOU with Ruf Diamond LLC (RufDiamond)., a distributor and retrofitter of all-terrain vehicles and equipment built to withstand the harshest of conditions. The joint venture will look to identify business opportunities to exploit the development, integration and deployment of an automated drone solution from RufDiamond's retrofitted all-terrain FatTruck vehicle platforms.

On September 18, 2023, the company signed a MOU with STA QSTP LLC ("STA"), a cutting edge, innovative and bespoke technology solutions provider. STA has deep expertise in aerial solutions that feature rugged UAVs with intelligent control systems and enhanced safety and security features. The technology firm offers smart UAV solutions and applications with mission critical sensors and payloads that offer bespoke intelligent aerial solutions for each client's particular needs.

Recent Business Updates

Regarding the above transactions with IDI, the Company is still in the process of negotiating the terms and conditions with the former to further their partnership towards the development of the drone docking station. As of the date of this report, the shares have not been issued and the previously agreed upon conversion rate is still under negotiations with IDI.

RESULTS OF OPERATIONS

Years ended November 30, 2023, and 2022.

•	Accounting and audit fees of $92,723 (November 30, 2022 - $192,403). The amount decreased in the current period due to a lower cost charged by new auditors for the 2022 year-end financial audit. Year end 2021 audit fee final billing spilled over through the first two quarters of the year 2022. The higher audit fees resulted from the difficulty in getting complete records from the UK subsidiaries - PRT UK and Tetra Drones which also caused the Company to go under an MCTO.
•	Business development expenses of $386,991 (November 30, 2022 - $114,665) increased due to the new direction taken by the Company. The Company has engaged a team of experienced consultants who aids in building strategies and helps introduce the Company to new key partners that will help the Company grow.
•	Consulting fees of $136,475 (November 30, 2022 - $138,523) slightly decreased from last year due to the cancellation of the consulting fees contract with a director during the current year (see Transaction with Related Parties). The consulting fees were previously paid in shares.
•	Investor relations of $261,908 (November 30, 2022 - $Nil) were paid to a consultant for advisory services. The services generally relate to capital markets advice and assistance in dealing with strategic investors for the Company.
•	General office expenses of $20,209 (November 30, 2022 - $31,160) decreased as no new development on the website was done for the company during this period.

•	Insurance of $11,180 (November 30, 2022 - $16,065) decreased due to decrease in rate of insurance provider by the supplier.
•	Rent of $6,000 (November 30, 2022 - $6,963) decreased due to the lower fixed rent fees in the current year.
•	Legal fees of $224,140 (November 30, 2022 - $51,603) increased due to compliance related to the change of board and retention of legal counsel for advisory services regarding the discontinued subsidiaries.
•	Management fees of $92,127 (November 30, 2022 - $Nil) increased from last year's as management fee was accounted under "loss from discontinued operations". (See Transactions with Related Parties).
•	Transfer agent and filing fees of $63,912 (November 30, 2022 - $59,385) increased due to an increase in the fees charged by the service providers.
•	Travel expenses of $8,212 (November 30, 2022 - $Nil) was spent for business trips to attend conferences for the current year.
•	Stock-based compensation of $99,588 (November 30, 2022 - $Nil) refers to a portion of the value of the stock options granted by the Company which are expensed during the period (See Capital Stock).
•	Impairment loss of $209,702 (November 30, 2022 - $Nil) was recognized due to uncertainty surrounding collectability of the long-term receivable.

Fourth quarter ended November 30, 2023, and 2022

During the quarter ended November 30, 2023, the Company had a comprehensive loss of $588,795 compared to a comprehensive loss of $874,897 for the quarter ended November 30, 2022. The decrease in comprehensive losses were primarily driven by the following:

•	Accounting and audit fees of $28,509 (November 30, 2022 - $18,851) increased as compared to the previous period due to the increase in number of transactions.
•	Business development expenses of $57,277 (November 30, 2022 - $7,500) increased due to the new direction taken by the Company. The Company has engaged a team of experienced consultants who aids in building strategies and helps introduce the Company to new key partners that will help the Company grow.
•	Investor relations of $25,000 (November 30, 2022 - $Nil) were paid to a consultant for advisory services. The services generally relate to capital markets advice and assistance in dealing with strategic investors for the Company.
•	Consulting fees of $31,151 (November 30, 2022 - $31,534) decreased slightly from last year due to decrease in consultancy fees. (see Transaction with Related Parties).
•	Insurance of $3,750 (November 30, 2022 - $6,212) decreased due to decrease in rate of insurance provider by the supplier.
•	General office expenses of $4,789 (November 30, 2022 - $23,566) decreased as no new development on the website was done for the company during this period.
•	Legal fees of $84,431 (November 30, 2022 - $2,680) increased due to additional costs related to advisory services on the discontinued subsidiaries as well as consultation for new businesses.
•	Management fees of $30,000 (November 30, 2022 - $Nil) increased due to payment of management fees paid or accrued to the CEO and CFO in the current year (See Transactions with Related Parties). In previous years, the Former CEO was paid in salaries and the CFO fees were recognized under loss from discontinued operations for the previous year.
•	Rent of $1,500 (November 30, 2022 - $975) decreased due to the lower fixed rent fees in the current year.
•	Transfer agent and filing fees of $16,391 (November 30, 2022 - $9,017) increased due to increase in the fees charged by the service providers.
•	Travel expenses of $4,745 (November 30, 2022 - $Nil) was spent for business trips to attend conferences for the quarter.
•	Impairment loss of $209,702 (November 30, 2022 - $Nil) was recognized due to uncertainty surrounding collectability of the long-term receivable.

•	Stock-based compensation of $39,803 (November 30, 2022 - $Nil) refers to a portion of the value of the stock options granted by the Company which are expensed during the period (See Capital Stock).

Discontinued Operations - Loss of Control

During the first two quarters of fiscal year ending November 30, 2023, the Company did a full review on UK Operations (PRT UK and Tetra Drones) to mitigate further losses on these subsidiaries. After months of discussion, the Board decided that to protect the interest of shareholders, the Company will be better off putting the UK subsidiaries under liquidation. Therefore, on June 16, 2023, the Company announced its decision to close down previously controlled subsidiaries, PRT UK and Tetra Drones as a result of the move towards a drone management and monitoring solutions business. On July 6, 2023, pursuant to a special resolution by its Directors, PRT UK was wound up voluntarily and appointed liquidators in the UK for the purposes of such winding up. On September 4, 2023, pursuant to a special resolution by its Directors, Tetra Drones was also put into liquidation.

Similarly, due to lack of oversight and difficulty in obtaining complete and accurate books and records, resignation of key management personnel in the US Subsidiary, on July 20, 2023, the Company announced that it has also ceased operations with its U.S. Subsidiary, PRT USA.

During the third quarter of fiscal year ending November 30, 2023, the Company determined that due to having PRT UK and Tetra Drones put into liquidation and ceasing operations with PRT USA, that it no longer has control over the operations of the said subsidiaries and there is no intent from management to continue operating these businesses. The Company assessed the date of loss of control and determined it be December 1, 2022 as no reliable financial records and supporting documents were accessible for financial reporting purposes subsequent to November 30, 2022.

During the year ended November 30, 2023, the gain (loss) from discontinued operations - loss of control presented in the statement of loss and comprehensive loss is broken down as follows:

		Year ended November 30
		2023		2022			2021
Net Gain (Loss) from discontinued operations - loss of control	$	995,142	$	(1,949,330	)	$	(2,191,326	)

SUMMARY OF QUARTERLY RESULTS

The following table sets out selected financial data in respect of the last eight quarters of the Company. The data is derived from the financial statements of the Company prepared in accordance with IFRS.

	Qtr4 November 30, 2023	Qtr3 August 31, 2023	Qtr2 May 31, 2023	Qtr1 February 28, 2023
Total Revenues, including interest income	$ -	$ -	$ -	$ -
Net loss/(gain)	(588,795)	(427,435)	(485,011)	892,313
Basic and diluted loss per share from continuing operations	(0.01)	(0.01)	(0.02)	(0.00)
Basic and diluted loss per share from discontinued operations	0.00	0.00	0.00	0.03

	Qtr4 November 30,2022	Qtr3 August 31,2022	Qtr2 May 31, 2022	Qtr1 February 28, 2022
Total Revenues, including interest income	$ -	$ -	$ -	$ -
Net loss	(661,445)	(778,398)	(479,969)	(747,986)
Basic and diluted loss per share from continuing operations	(0.05)	(0.03)	(0.01)	(0.01)
Basic and Diluted loss per share from discontinued operations - loss of control	(0.01)	(0.01)	(0.00)	(0.01)

The net loss in the quarter ended November 30, 2023, compared with the third quarter of 2023 was primarily due to the impairment loss on the loan receivable as well as recognition of salaries of a previous officer during the last quarter of the year. From quarter two ended May 31, 2023 to quarter three ended August 31, 2023, the decrease was mostly due to lower investor relations expenses partially offset by the stock-based compensation for options issued in August 2023. The net income in the first quarter of 2023 compared with the net losses in 2022 quarters was primarily due to recognition of gain from loss of control of subsidiaries during that quarter.

LIQUIDITY AND CAPITAL RESOURCES

Financing of operations has been achieved solely by sales loans and equity financing. However, the Company expects to generate profitable revenue in the coming years with adequate investment to support adding experienced manufacturing personnel and capital equipment. Currently the Company is primarily reliant upon the sale of equity securities, loans and some product sales in order to fund future operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis. The Company's ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing.

The Company expects to generate similar losses quarter over quarter for the next fiscal year in relation to the Company's development, administration and promotion of its technologies. As of report date, management anticipates that the funds raised to date will be sufficient to sustain operations and the development of the Companies technologies for the next fiscal year. The management plans to continue reviewing the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations. These factors and uncertainty cast significant doubt about the Company's ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business.

Detailed discussions related to the Company's cash flows during the year ended November 30, 2023

PROPOSED TRANSACTIONS

As at the date of this report, the Company has no proposed transactions.

OFF-BALANCE SHEET ARRANGEMENTS

To the best of the Management's knowledge, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

TRANSACTIONS WITH RELATED PARTIES

As at November 30, 2023, $372,650 (November 30, 2022 - $705,672) was due to directors and officers of the Company:

		November 30, 2023		November 30, 2022
Former CFO of the Company- Susan Gardner	$	-	$	67,540
Former interim CEO of the Company - Carl Cagliarini		-		250,179
President and CEO- Philip Lancaster		6,077		78,750
Former CEO and Director - Dana Wheeler		361,573		307,472
Director and Chairman - Douglas Smith		-		1,731
Company controlled by a director - Zara Kanji		5,000		-
	$	372,650	$	705,672

During the year ended November 30, 2023, and 2022 and 2021, the Company entered into the following transactions with related parties:

		November 30, 2023		November 30, 2022		November 30, 2021
Management fees	$	92,127	$	-	$	55,000
Consulting fees		47,500		135,000		307,734
Accounting fees		63,844		-		36,202
Professional fees		10,429		-		-
Others		7144		-		5,000
Stock-based compensation		57,425		-		410,132
Salaries and benefits		54,100		330,337		313,626
	$	332,570	$	465,337	$	1,127,694

Management fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
Company controlled by the President and CEO	$	35,000	$	-	$	-
CFO		30,000		-		-
Former Interim CEO - Carl Cagliarini		27,127		-		-
Company controlled by a Director and Former CFO - Zara Kanji		-		-		55,000
	$	92,127	$	-	$	55,000

Consulting fees consisted of the following:

		November 30, 2023		November 30, 2022		November 30, 2021
Director and Chairman - Douglas Smith	$	-	$	-	$	307,734
Company controlled by the President and CEO - Philip Lancaster		47,500		75,000		-
Company controlled by the Former Corporate Secretary- Vivian Katsuris		-		60,000		-
	$	47,500	$	135,000	$	307,734

Accounting fees of $63,844 (2022 - $Nil and 2021 - $36,202) were paid or accrued to a company controlled by a director - Zara Kanji.

	November 30, 2023			November 30, 2022
	Number of options held		Expense for the period (vested)	Number of options held		Expense for the period (vested)

Philip Lancaster, CEO	800,000	$	24,834	-	$	-
Karen Mae Parrin, CFO	200,000		6,208	-		-
Douglas Smith, Director and Chairman	200,000		6,208	300,000		-
Zara Kanji, Director	300,000		9,312	150,000		-
Dr. Khalid Al-Ali, Director	200,000		6,208	150,000		-
Al Treddenick, Director	100,000		3,103
Nancy Boufeas, Company Secretary	50,000		1,552	-		-
Dana Wheeler, Former Director	-		-	600,000		-
Vivian Katsuris, Former Corporate Secretary	-		-	150,000		-
Angelos Kostopoulos, Former Director	-		-	150,000		-
Thomas Nash, Former Director	-		-	150,000		-
	1,850,000	$	57,425	1,650,000*	$	-

*During the year ended November 30, 2023, 1,650,000 stock options held by the former Directors and Officers were cancelled due to resignation from their position

On December 20, 2023, the Company entered into a 60-day loan agreement with a Director - Zara Kanji amounting to $5,000 with interest of 10% per annum.

On April 11, 2024, the Company entered into a 60-day loan agreement with its Chairman of the Board amounting to $9,636 (US $7,000) with interest of 10% per annum.

MATERIAL ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

All significant accounting policies and critical accounting estimates are fully disclosed in Note 2 of the Financial Statements for the period ended November 30, 2023, that are available on SEDAR+ at www.sedarplus.ca.

FINANCIAL RISK MANAGEMENT

a. Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities.

b. Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

c. Level 3 - inputs that are not based on observable market data.

For the for the year ended November 30, 2023, and November 30, 2022, the fair value of the cash, accounts receivable, accounts payable, and due from related parties approximate the book value due to the short-term nature.

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

Liquidity Risk

Interest Rate Risk

Credit Risk

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

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar against the Canadian dollar have affected comprehensive loss for the period by approximately 39,997 (2022 - $81,052 and 2021 - $1,200).

CAPITAL STOCK

The authorized capital of the Company consists of an unlimited number of common shares without par value. As at November 30, 2023, and report date, the following table summarizes the outstanding share capital, stock options, and share purchase warrants of the Company:

	As at
	November 30, 2023	Report Date
Common shares	105,504,461	105,504,461
Stock Options	3,575,000	3,375,000
Share Purchase Warrants	56,855,860	56,855,860

Subsequent to the year ended November 30, 2023

On March 14, 2024, the Company announced a non-brokered private placement financing of up to 10,000,000 units (the "Units") of securities at a price of $0.05 per Unit for aggregate gross proceeds of up to $500,000. Each Unit will be comprised of one common share and one full transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three years from closing of the private placement.

During the year ended November 30, 2023

On July 24, 2023, the Company closed a non-brokered private placement and issued 9,907,000 common shares at a price of $0.06 per unit for gross proceeds of $594,420. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five (5) years from the closing of the Offering. The company has paid cash finders fees of $59,442, legal fees of $8,082 and 990,700 finders' b-warrants were paid on a portion of the Offering. Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for five (5) years from closing of the Offering.

Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for five (5) years from the closing of the Offering.

On May 30, 2023, the Company issued 2,600,000 common shares as compensation for Investor relations to an arm's length party valued at a total of $169,000.

During the year ended November 30, 2022:

On December 31, 2021, the Company issued 78,125 common shares were issued as compensation for consulting fees to a director valued at a total of $17,189.

During the year ended November 30, 2021:

During the year ended November 30, 2021, the Company issued 425,000 common shares for gross proceeds of $222,500 from the exercise of 425,000 stock options at $0.50 to $0.60 per share.

During the year ended November 30, 2021, the Company issued 6,129,572 common shares for gross proceeds of $1,332,727 from the exercise of 6,129,572 share purchase warrants at $0.20 to $0.50 per share.

During the year ended November 30, 2021, the Company issued 656,250 common shares with total fair value of $307,734 were issued as compensation for consulting fees to a director (Note 9).

Stock Options

Subsequent to the year ended November 30, 2023

On April 30, 2024, 200,000 stock options with exercise price of $0.05 were cancelled.

During the year ended November 30, 2023:

On October 19, 2023, the Company granted 1,000,000 incentive stock options vesting immediately to a consultant with an exercise price of $0.05 per share for a period of three years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated stock price of $0.02351, volatility 91%, risk-free rate 4.91%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $23,540.

During the year ended November 30, 2023, 2,200,000 options, 1,550,000 options and 150,000 options with exercise prices of $0.60, 0.75 and 0.50, respectively, were cancelled.

During the year ended November 30, 2022:

125,000 stock options with an exercise price of $0.50 were cancelled.

75,000 stock options with an exercise price of $0.50 expired unexercised.

During the year ended November 30, 2021:

During the year ended November 30, 2021, 100,000 options were exercised at $0.60 per share and 325,000 options were exercised at $0.50 per share.

On June 10, 2021, the Company granted 150,000 incentive stock options to a consultant, options vested on grant date and with an exercise price of $0.50 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.485, volatility 100%, risk-free rate 0.82%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $53,682 and the amount was recognized on the consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

On January 21, 2021, the Company granted 1,550,000 incentive stock options to directors, consultants, and employees, options vested on grant date and with an exercise price of $0.75 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.75, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was estimated to be $1,022,995 and the amount was recognized on the consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

Stock option transactions and the number of stock options outstanding as at November 30, 2023, November 30, 2022, and November 30, 2021, are summarized as follows:

	Number of			Weighted Average
	Options			Exercise Price
Balance, November 30, 2021	4,225,000		$	0.64
Expired	(75,000	)		0.50
Cancelled	(125,000	)		0.50
Balance, November 30, 2022	4,025,000		$	0.66
Cancelled	(3,900,000	)		0.66
Granted	3,450,000			0.04
Balance, November 30, 2023	3,575,000		$	0.06

Expiry Date	Exercise Price	Numbers of options outstanding	Numbers of options exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price
	$				$
November 28, 2024	0.50	125,000	125,000	0.03	0.02
August 16, 2026	0.05	2,450,000	2,357,917	1.86	0.03
October 19, 2028	0.05	1,000,000	1,000,000	1.37	0.01
		3,575,000	3,482,917	3.26	0.06

Share Purchase Warrants

During the year ended November 30, 2023:

On March 30, 2023, the Company issued 26,480,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three from closing of the offering.

On March 27, 2023, pursuant to the closing of the private placement, the Company issued 7,200,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three (3) years from closing of the Offering. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.

On March 27, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 200,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $9,439 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate - 3.9%; expected life - 5 years; expected volatility - 100%; forfeiture rate - Nil and expected dividends - $Nil.

During the year ended November 30, 2022:

561,081 warrants with exercise price of $0.20 expired unexercised.

During the year ended November 30, 2021:

On August 9, 2021, the Company granted 5,916,250 common share purchase warrants as part of a non-brokered private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026.

On January 29, 2021, the Company also granted 222,400 warrants to finders in connection with the Private Placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026. During the year ended November 30, 2021, 4,240 warrants were exercised at $0.25 per share. The fair value was estimated using the Black-Scholes pricing model with estimated stock price of $0.52, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $95,395.

Share purchase warrant transactions and the number of share purchase warrants outstanding as at November 30, 2023, November 30, 2022, and November 30, 2021, are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, November 30, 2021	9,991,241		$	0.42
Warrants expired	(561,081	)		0.20
Balance, November 30, 2022	9,430,160		$	0.42
Warrants issued	47,425,700			0.10
Balance, November 30, 2023	56,855,860		$	0.14

The following summarizes the stock warrants outstanding as at November 30, 2023:

Expiry Date	Exercise Price	Number of Warrants outstanding and exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price
	$			$
January 29, 2026	0.25	3,188,160	0.12	0.01
March 27, 2026	0.10	7,400,000	0.30	0.01
March 30, 2026	0.10	29,128,000	1.19	0.05
August 9, 2026	0.50	6,242,000	0.30	0.05
July 24, 2028	0.10	10,897,700	0.89	0.02
		56,855,860	2.80	0.14

COMMITMENTS AND CONTINGENCIES

The Company has certain commitments related to key management compensation (management fees) for $10,000 per month with no specific expiry of terms.

During the year ended November 30, 2023, the Company, entered into joint venture agreements ("JVA") with third parties for the purpose of exploring opportunities to incorporate unmanned aerial vehicles/drones and docking stations with a software and with the vehicle-mounted solution. To the date of this report, the JVAs have yet to produce a product under these agreements, and agreements and are under negotiation. Hence, no material transactions have been recognized in relation to these JVAs in the financial statements. One of the third parties initially cancelled the agreements on February 16, 2024. Subsequently, the Company and the said third party have been in discussions surrounding all existing agreements. As of report date, there is no conclusion yet on the negotiations between the parties. (See Recent Business Updates)

RISKS RELATED TO OUR BUSINESS

The Company believes that the following risks and uncertainties may materially affect its success.

Limited Operating History

The Company has not yet generated revenues. The Company was incorporated on October 17, 2011, and has yet to generate a profit from its activities. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. However, it is optimistic due to new direction and strategy specifically around investment into new technologies and global growth opportunities through strategic partnerships.

Substantial Capital Requirements and Liquidity

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

Regulatory Requirements

Financing Risks and Dilution to Shareholders

Competition

The Company has defined their objectives and has explored what was and what was not working within the organization. Aether now has a clear disciplined direction that involves new focus around drone automation and development. The competition in this area only validates the company's decision to move in the direction described.

Intellectual Property

The company is now engaged in creating additional value through the development of API's that will in turn result in ownership around valuable IP. This will also result in additional AI capability and future IP.

Reliance on Management and Dependence on Key Personnel

Governmental Regulations and Processing Licenses and Permits

Conflicts of Interest

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

Litigation

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

FORWARD-LOOKING STATEMENTS

This MD&A may include certain "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategies competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A, the words "estimate", "plan", "anticipate", "expect", ''intend'', "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that actual results of current exploration activities will differ, changes in project parameters as plans continue to be refined, unavailability of financing, fluctuations in precious and/or base metals prices and other factors, as outlined in the Company's preliminary long form prospectus filed on SEDAR. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

CAPITAL MANAGEMENT

The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies that may be engaged in the similar business of developing technologies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

On January 13, 2022, the company appointed Susan Gardner as the CFO.

On January 13, 2022, Tim Crowhurst resigned as a Director of the Company. On January 13, 2022, Carl Cagliarini and Vivian Katsuris were appointed as Directors of the Company.

On March 16, 2022, Vivian Katsuris resigned as a Director and Corporate Secretary of the Company.

On June 9, 2022, the Company appointed Philip Lancaster to its Board of Directors.

On July 19, 2022, Angelos Kostopoulos resigned as a Director of the Company.

On February 3, 2023, the Company appointed Philip Lancaster as President and Corporate Secretary, replacing Dana Wheeler as President.

On February 3, 2023, the Company appointed Carl Cagliarini as interim CEO, replacing Dana Wheeler. Dana Wheeler remained as a Director.

On March 31, 2023, Thomas Nash resigned as a Director of the Company.

On April 10, 2023, the Company appointed Zara Kanji as Director of the Company.

On May 10, 2023, the Company appointed Philip Lancaster as the CEO of the Company.

On May 10, 2023, Carl Cagliarini resigned as a Director of the Company.

On May 12, 2023, Susan Gardner resigned as the CFO of the Company.

On May 15, 2023, the Company appointed Karen Mae Parrin as CFO of the Company and on May 20, 2023, as the Corporate Secretary, replacing Philip Lancaster.

On May 19, 2023, Dana Wheeler resigned as a Director of the Company.

On May 30, 2023, the company appointed Alan Treddenick as Director of the Company.

On October 17, 2023, Karen Mae Parrin resigned as Corporate Secretary and was replaced by Nancy Boufeas.

On January 30, 2024, Dr. Khalid Al-ali resigned as a Director of the Company.

As at the date of this MD&A, the Current Directors and Officers of the Company are as follows:

Philip Lancaster, President and CEO

Karen Mae Parrin, CFO

Nancy Boufeas, Corporate Secretary

Douglas Smith, Director and Chairman

Zara Kanji, Director

Alan Treddenick, Director

OUTLOOK

ADDITIONAL INFORMATION

Additional information relating to the Company can also be found on SEDAR+ at www.sedarplus.ca

ITEM 19. EXHIBITS

Exhibit No.	Exhibit
(3)	Articles of Incorporation and Bylaws
3.1	Certificate of Incorporation (incorporated by reference to the Registrant's Form 20FR12G furnished to the Commission on September 11, 2015)
3.2	Notice of Articles (incorporated by reference to the Registrant's Form 20FR12G furnished to the Commission on September 11, 2015)
3.3	Articles (incorporated by reference to the Registrant's Form 20FR12G furnished to the Commission on September 11, 2015)
3.4	Certificate of Change of Name dated October 30, 2018 (incorporated by reference to the Registrant's Form 20-F filed on March 31, 2021)
3.5**	Certificate of Change of Name dated July 31, 2023
(4)	Material Contracts
4.1	Option Agreement dated February 17, 2014 between Eastland Management Ltd. and Alexandra Capital Corp. (incorporated by reference to the Registrant's Form 20FR12G furnished to the Commission on September 11, 2015)
4.2	Long-Term Employee Incentive Plan dated October 17, 2022 (incorporated by reference to Form 20-F filed on May 11, 2023)
4.3	Amending Letter dated August 15, 2015 between Eastland Management Ltd. and Alexandra Capital Corp. (incorporated by reference to the Registrant's Form 20FR12G furnished to the Commission on November 19, 2015)
4.4	Share Purchase Agreement dated June 21, 2018 with Plymouth Rock USA and the Selling Shareholders of Plymouth Rock USA (incorporated by reference to Form 20-F filed on April 13, 2020)
4.5	Assignment Agreement dated March 5, 2019 with Manchester Metropolitan University (incorporated by reference to Form 20-F filed on April 13, 2020)
4.6	Memorandum of understanding with Abicom International Ltd. dated February 12, 2019 (incorporated by reference to Form 20-F filed on April 13, 2020)
4.7	Letter agreement with Aerowave Corporation dated October 17, 2019 (incorporated by reference to Form 20-F filed on April 13, 2020)
4.8	Consulting Agreement dated April 1, 2020 with Douglas Smith (incorporated by reference to Form 20-F filed on March 31, 2021)
4.9	Acquisition agreement with Tetra Drones Limited dated June 6, 2021 (incorporated by reference to Form 20-F filed om June 3, 2022)
8.1**	List of Significant Subsidiaries of the Company
11.1	Audit Committee Charter (incorporated by reference to Form 20-F filed on March 31, 2021)
12.1**	Section 302 Certification under Sarbanes-Oxley Act of 2002 for Philip Lancaster
12.2**	Section 302 Certification under Sarbanes-Oxley Act of 2002 for Nancy Boufeas
13.1**	Section 906 Certification under Sarbanes-Oxley Act of 2002 for Philip Lancaster
13.2**	Section 906 Certification under Sarbanes-Oxley Act of 2002 for Nancy Boufeas
101.INS**	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

** Filed herewith.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Aether Global Innovations Corp.

(Registrant)

/s/Philip Lancaster

Philip Lancaster

Chief Executive Officer

(Principal Executive Officer)

/s/Nancy Boufeas

Nancy Boufeas

Interim Chief Financial Officer

(Principal Financial Officer)

Date: November 4, 2024