FORM 5
QUARTERLY LISTING STATEMENT

Name of CNSX Issuer: _CAN-AMERI AGRI CO. INC.______(the “Issuer”).

Trading Symbol: CGQ

SCHEDULE A: FINANCIAL STATEMENTS

SCHEDULE B: SUPPLEMENTARY INFORMATION

See Schedule “A”

SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

Certificate Of Compliance

The undersigned hereby certifies that:

  1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Quarterly Listing Statement.
  2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.
  3. The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all CNSX Requirements (as defined in CNSX Policy 1).
  4. All of the information in this Form 5 Quarterly Listing Statement is true.

DatedApril 3, 2017.

Rajen Janda
Name of Director or Senior Officer

“Rajen Janda”
Signature

Director
Official Capacity

Issuer Details
Name of Issuer
Can-Ameri Agri Co. Inc. / For Quarter Ended
January 31, 2017 / Date of Report
YY/MM/DD
17/04/03
Issuer Address
4770 72nd Street
City/Province/Postal Code
Delta, V4K 3N3 / Issuer Fax No.
(604) 5926882 / Issuer Telephone No.
(604) 245 5978
Contact Name
Laine Trudeau / Contact Position
Administrator / Contact Telephone No.
(604) 245 5978
Contact Email Address
/ Web Site Address

Schedule “A”

Can – Ameri Agri Co. Inc.

Consolidated Condensed Interim Financial Statements

Three and Six Months ended January 31, 2017

(Unaudited - Expressed in Canadian Dollars)

  1. NATURE OF OPERATIONS AND GOING CONCERN

Can-Ameri Agri Co. Inc. (“Can-Ameri” or the “Company”) was incorporated on October 17, 2014 in British Columbia. The Company entered into an agreement with its former parent company, Maxtech Ventures Inc. (“Maxtech”) to proceed with a corporate restructuring whereby Maxtech transferred certain assets and liabilities to the Company. The Company spun out from Maxtech and the common shares of the Company started to trade on the Canadian Securities Exchange under the symbol CGQ commencing March 15, 2015.

The head office, principal address and records office of the Company is the Suite 700, 595 Burrard Street, Vancouver, BC V7X 1S8.

These consolidated condensed interim financial statements for the three and six months ended January 31, 2017 have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at January 31, 2017, the Company is not able to finance day to day activities through operations and is not able to finance the development of properties on hand to meet its long term business objectives. The Company’s continuation as a going concern is dependent upon its ability to raise equity capital or borrowings sufficient to meet current and future obligations. These uncertainties cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance operating costs over the next twelve months withcash on hand and private placements of common shares, if required.

These consolidated condensed interim 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 unable to continue in existence. These adjustments could be material.

  1. STATEMENT OF COMPLIANCE

These consolidated condensed interim financial statements have been prepared in accordance with International Accounting Standards 34, “Interim Financial Reporting” (“IAS 34”), using accounting policies consistent with the International Financial Report Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. Any subsequent changes to IFRS that are given effect to in the Company’s annual consolidated financial statements for the year ending July 31, 2017 could result in revisions to these consolidated condensed interim financial statements.

3.SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments measured at their fair value, and are presented in Canadian dollars, unless otherwise noted.

Consolidation

Theseconsolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Can-Ameri Agri Co., a corporation incorporated in Nevada of USA. All intercompany balances and transactions between the Company and the subsidiary have been eliminated on consolidation.

Adoption of new accounting standards

The Company has not adopted new accounting standards since its recent year ended July 31, 2016.

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting standards issued but not yet applied

New accounting standards or amendments to existing accounting standards that have been issued but have future effective date are either not applicable or are not expected to have significant impact on the Company’s consolidated financial statements.

4.NOTE RECEIVABLE

During the quarter ended October 31, 2016, the Company had an unsecured, interest bearing (prime rate plus one % per annum), promissory note receivable of $8,676 outstanding. The borrower is a Canadian public company and the repayment term is on-demand. The receivable has been fully repaid as at January 31, 2017.

5.PROPERTIES

As at July 31, 2017 the Company’s had the following properties:

Bradshaw

The Bradshaw property consists of land in Sacramento, California, USA. The Company is currently leasing the property to various trucks for their parking on a month to month basis.

Camino

The Camino property is a single family home located in Tucson, Arizona. The Camino property is currently leased to the tenant at US$2,500/month on a monthly basis.

Franklin

The Franklin property consists of farm land and a detached house. The Company commenced farming in April 2015 and earned incidental rental income from the house. The house is being amortized over a 40-year period.

California Project

As at January 31, 2017, the Company holds a 75% interest in two parcels of land (the “California Project”) in Sacramento, California, USA. The Company is making a plan for the development of this project.

6.BIOLOGICAL ASSETS

As at January 31, 2017, the Company had immature non-current biological assets which were comprisedof plantation bearer assets of walnut trees planted in the Company’s Franklin Property. The Company expects the planation to have a life of 50 years and to have its first produce for harvest in approximately two to three years from the recent year ended July 31, 2016.

6.BIOLOGICAL ASSETS (Continued)

Continuity of the cost and accumulated amortization of the biological assets are as follows:

As at January 31, 2017, the Company had prepaid deposit of $Nil (2016//7/31 - $52,979) relating to the biological assets.

7.SHARE CAPITAL

Authorized

Unlimited number of common shares without par value and unlimited number of preferred shares without par value.

Common shares - Issued and outstanding

The Company has not issued common shares during the six months ended January 31, 2017.

Share purchase warrants

The following is a summary of the Company’s warrant activity:

Number of
Warrants / Weighted Average
Exercise Price
Outstanding at July 31, 2015 / 625,000 / 0.87
Issued / 2,580,342 / 0.07
Exercised / (625,000) / 0.87
Outstanding at January 31, 2017, and July 31, 2016 / 2,580,342 / $ / 0.07

Warrants outstanding at January 31, 2017 were as follows:

Exercise Price / Expiration Date / Number of Warrants
Outstanding and
Exercisable
$ 0.07 / April 18, 2021 / 2,580,342

Stock options

Under the Company’s option plan, the maximum number of stock options outstanding cannot exceed 10% of the issued and outstanding common shares from time to time. The term of any option granted cannot exceed five years. As at January 31, 2017, the Company has not granted any stock options since inception. Stock options granted vest at the discretion of the Board of Directors.

Foreign translation reserve

The foreign translation reserve records unrealized exchange differences arising on translation of foreign operations that have a functional currency other than the reporting currency of the Company.

8.FINANCIAL INSTRUMENTS

Fair value

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:

  • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
  • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
  • Level 3 – Inputs that are not based on observable market data.

Cash is recorded at fair value based on level 1 input.

The fair value of the Company’s other financial assets and liabilities, being accounts receivable, other receivables, and trade payables approximate their carrying amount as at January 31, 2017 due to their short-term natures

9.RELATED PARTY TRANSACTIONS

Transactions with key management and directors

During the six months ended January 31, 2017 and 2016, the Company had the following transactions with related parties:

Six months ended January 31, / 2017 / 2016
$ / $
Officers’ consulting fees / 120,000 / `14,248

As at January 31, 2017 the Company’s had a balance owing from the Company’s former CFO of $29,641 (2016/7/31- $29,664) for expenses incurred on the California Project included in other receivables (Notes 10). The Company also had a balance of $15,000 payable to the Company’s CEO (2016/7/31 - $Nil) that is included in the Company’s accounts payable (Note 11)

10.OTHER RECEIVABLES

January 31, 2017 / July 31, 2016
$ / $
GST receivable / - / 4,192
Due from the partner on California Project / 29,641 / 29,664
29,641 / 33,856

11.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

January 31, 2017 / July 31, 2016
$ / $
Trade payables / 61,299 / 74,236
Accrued liabilities / 12,000 / 12,500
73,299 / 86,736

12.SUBSEQUENT EVENTS

On March 30, 2017, the Company’s board of directors initiated a going private transaction (the “Transaction”). It is intended that all of the issued and outstanding shares will be consolidated on a 1,000 to 1 basis, with no fractional shares being issued. The Company will make a cash payment to those shareholders that have not agreed to remain shareholders of the Company of $0.35 per pre-consolidation share. It is intended that the share consolidation will occur by the middle of April, 2017, with payments being made by the end of April.

The Company may not be eligible for listing on the CSE exchange after the completion of the Transaction.

FORM 5 – QUARTERLY LISTING STATEMENT

November 14, 2008

Page 1

Schedule “B”

Please see Schedule “A”

FORM 5 – QUARTERLY LISTING STATEMENT

November 14, 2008

Page 1

Schedule “C”

Can-Ameri Agri Co. Inc.

8338-120th Street
Surrey, BC
V3W 3N4

Tel.: (604) 592-6881

Fax: (604) 592-6882

Management’s Discussion and Analysis

Six Months Ended January 31, 2017

DATE AND SUBJECT OF REPORT

Following is management's discussion (“MD&A”) in respect of the results of operations and financial position of Can-Ameri Agri Co. Inc. (“Can-Ameri” or “the "Company") for the six months ended January 31, 2017. and should be read in conjunction with the Company’s condensed consolidatedfinancial statements for the same period and with the Company’s audited financial statements and MD&A for its recent year ended July 31, 2016.

The financial statements and MD&A of the Company are presented in Canadian dollars and prepared in accordance with International Financial Reporting Standards (“IFRS’) which can be accessed through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at

The MD&A has been prepared effective as of April 1, 2017

FORWARD LOOKING INFORMATION

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words ‘believes,’ ‘expects,’ ‘anticipates,’ ‘estimates,’ ‘intends,’ ‘plans,’ ‘forecasts,’ or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, risks related to the agricultural industry

(including adverse weather conditions, shifting weather patterns, and crop failuredue to infestations), vulnerability to fluctuations of the market price of the products being planted, change in government rules and regulations regarding environmental protection,and also those identified in the Risks & Uncertainties section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and while many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by securities law.

OVERALL PERFORMANCE

The Company was incorporated on October 17, 2014 in British Columbia. The Company entered into an agreement with its former parent company, Maxtech Ventures Inc. (“Maxtech”) to proceed with a corporate restructuring whereby Maxtech transferred certain assets and liabilities to the Company. The Company spun out from Maxtech and the common shares of the Company started to trade on the Canadian Securities Exchange under the symbol CGQ commencing March 15, 2015.

The head office, principal address and records office of the Company is the Suite 700, 595 Burrard Street, Vancouver, BC V7X 1S8.

Overview

The Company has two lines of principal business:

  • acquisition and development of residential/commercial properties.
  • Farming

As property development and farming takes time to complete and is capital intensive in nature. The Company may need to raise more money in order to achieve its long term business objective.

The Company is also earning rental income from leasing part of the properties before the development of these properties actually started.

Investment

The Company is negotiating with an arm’s length party for the disposition of an investment that has previously fully written down. As of the date of this MD&A, the negotiation has not completed.

Properties

As at January 31, 2017, the Company’s had the following properties:

Bradshaw

The Bradshaw property consists of land in Sacramento, California, USA. The Company is currently leasing the property to various trucks for their parking on a month to month basis.

Camino

The Camino property is a single family home located in Tucson, Arizona. The Camino property is currently leased to the tenant at US$2,500/month on a monthly basis.

Franklin

The Franklin property consists of farm land and a detached house. The Company commenced farming in April 2015 and earned incidental rental income from the house. The house is being amortized over a 40-year period.

California Project

As at January 31, 2017, the Company holds a 75% interest in two parcels of land (the “California Project”) in Sacramento, California, USA. The Company is making a plan for the development of this project.

Biological assets

As at January 31, 2017, the Company had immature non-current biological assets which were comprisedof plantation bearer assets of walnut trees planted in the Company’s Franklin Property. The Company expects the planation to have a life of 50 years.

Continuity of the cost and accumulated amortization of the biological assets are as follows:

The first walnut harvest is expected in another two to three years from its recent year ended July 31, 2016, with estimated annual operating cost of $127,000 per year. The Company will use its working capital of approximately $340,000 to finance farming operations until the first harvest.

Readers are cautioned that the walnut selling price fluctuate from time to time. Actual yield of the plantation may be significantly different from expected due to uncontrollable natural events including weather, climate, and planation disease. All of the above factors will have significant impacts to the revenues earned from the farming operations in the future.

SUMMARY OF QUARTERLY RESULTS

Quarters ended / 1/31/2017 / 10/31/2016 / 7/31/2016 / 4/30/2016
$ / $ / $ / $
Revenue (reverse of revenue), net of direct cost / 28,495 / 25,848 / 5,676 / 33,183
Total Assets / 3,931,093 / 4,071,259 / 4,119,980 / 4,117,134
Shareholders’ Equity / 3,857,799 / 4,026,287 / 4,033,244 / 4,010,709
Earnings (loss) from continued operation / (44,329) / (122,657) / (189,338) / 4,966
Earnings (loss) per Share / (0.00) / (0.01) / (0.01) / 0.00
Weighted Average Shares Outstanding / 15,046,658 / 15,046,658 / 12,633,009 / 11,859,225
Quarters ended / 1/31/2016 / 10/31/2015 / 7/31/2015 / 4/30/2015
$ / $ / $ / $
Revenue, net of direct cost / 44,092 / 26,461 / 59,206 / 20,835
Total Assets / 4,433,663 / 4,106,388 / 4,091,540 / 3,749,573
Shareholders’ Equity / 4,327,112 / 4,015,818 / 4,035,313 / 3,564,051
Earnings (loss) from continued operation / 1,536 / 3,505 / (15,126) / 87
Earnings (loss) per Share / 0.00 / 0.00 / (0.00) / 0.00
Weighted Average Shares Outstanding / 11,841,316 / 11,841,316 / 11,549,195 / 5,608,167

RESULTS OF OPERATIONS

Six months ended January 31, 2017(2017 Six Months)

Net loss in 2017 Six Months is $166,986( 2016 Six Months – income of $5,241) which is a combined result of earning rental revenue of $54,343 (2016 Six Months - $70,553), having operating expenses of $221,329 (2016 Six Months - $65,312).

While the Company’s principal business are farming and residential/ commercial properties development, the Company leases part of the vacant land/building to earn rental income on a month to month basis before these properties’ development commenced.

The $221,329 operating expenses comprised of $135,080 consulting fees (2016 Six Months - $13,250), $19,723 professional fees (2016 Six Months -$8,240) and $57,971 office facilities and administration (2016 Six Months - $33,970). The Company’s CEO did not charge management/consulting fees before fiscal 2017. The CEO charged $120,000 consulting fees during 2017 Six Months and may further charge monthly consulting fees of $5,000/month in the rest of fiscal 2017. As a result, consulting fees in 2017 Six Months increased.

Professional fees incurred as the Company incurred additional legal fees in connection with the going private transaction discussed in the section “Proposed Transaction” in the below.

As at January 31, 2017, the Company has $368,235 cash (2016/7/31 - $553,474), biological assets of $677,402(2016/7/31 - $620,159), $2,853,720 properties (2016/7/31 - $2,859,512), and $73,299 accounts payable (2016/7/31- $86,736). Decrease of the cash was mainly a result of paying off operating expenses and maintenance cost of biological assets.

Three months ended January 31, 2017(2017 Q2)

Net loss in 2017 Q2 is $44,329( 2016 Six Months – income of $1,536) which is a combined result of earning rental revenue of $28,495 (2016 Q2 - $44,092), having operating expenses of $72,824 (2016 Q2 - $42,556).