Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

Dated: November 29, 2023

Commission File No.: 000-56191

PARCELPAL LOGISTICS INC.

(Name of Registrant)

422 Richards St., Suite 170, Vancouver, BC V6B 2Z4

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  ☒    Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    Yes    ☐    No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    Yes    ☐    No  ☒

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EXHIBITS

The following information is furnished to the Securities and Exchange Commission as part of this report on Form 6-K:

Exhibit No.	Document
99.1	Interim financial statements report for the third quarter ended September 30, 2023
99.2	Interim Management Discussion and Analysis for the third quarter ended September 30, 2023
99.3	Form 52-109FV2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4	Form 52-109FV2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)
99.5	Press Release dated November 30, 2023

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PARCELPAL LOGISTICS INC.
Date: November 29, 2023	By:	/s/ RICH WHEELESS
		Name:	Rich Wheeless
		Title:	Chief Executive Officer

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Exhibit 99.1

PARCELPAL LOGISTICS INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - expressed in Canadian Dollars)

For the Three and Nine Months Ended September 30, 2023 and 2022

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NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements have been prepared by and are the responsibility of the management.

The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity's auditor.

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ParcelPal Logistics Inc. Condensed Interim Consolidated Statements of Financial Position (Unaudited - expressed in Canadian Dollars)

		Notes				September 30, 2023 $				December 31, 2022 $
ASSETS
Current assets
Cash							282,234				76,661
Accounts receivable							94,767				237,506
Prepaid expenses							59,666				31,858
							436,667				346,025
Customer contract			3,5				2,953,890				3,707,137
Vehicles and Right-of-use assets			4				408,662				507,669
Total assets							3,799,219				4,560,831
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities			8				2,276,566				2,027,939
Purchase obligation			3				1,445,829				1,616,704
Convertible Note			12				1,499,741				1,536,139
Sales tax payable							619,231				682,200
Short-term loan payable			6				213,706				396,201
Lease obligations – current			11				-				58,012
							6,055,073				6,317,195
Lease obligations			11				-				10,320
Total liabilities							6,055,073				6,327,515
SHAREHOLDERS’ (DEFICIT) EQUITY
Share capital			7				19,686,811				18,928,057
Contributed surplus							3,713,683				3,664,546
Accumulated other comprehensive income							82,303				197,980
Deficit							(25,738,651	)			(24,557,267	)
Total shareholders’ (deficit) equity							(2,255,651	)			(1,766,684	)
Total liabilities and shareholders’ (deficit) equity							3,799,219				4,560,831

Nature of operations and going concern (Note 1)

Commitments (Note 12)

Subsequent events (Note 14)

Approved on behalf of the Board of Directors on November 29, 2023

/s/ Rich Wheeless	/s/ Robert Faissal
Rich Wheeless	Robert Faissal
Director	Director

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

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ParcelPal Logistics Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

				Three months ended September 30								Nine months ended September 30
		Notes		2023 $				2022 $				2023 $				2022 $
SALES					3,644,712				2,620,506				9,529,540				7,799,842
COST OF SALES		13			(2,202,241	)			(2,307,031	)			(6,944,289	)			(6,486,863	)
GROSS PROFIT					1,442,471				313,475				2,585,251				1,312,979
EXPENSES
Amortization of intangible assets		5			249,722				242,992				743,198				874,111
Consulting fees					66,539				40,624				173,939				248,087
Foreign exchange					70,087				134,085				(10,768	)			194,568
Marketing and promotion					149,107				49,705				212,265				174,141
Management and director fees		8			160,571				129,596				536,924				578,292
Office and miscellaneous					921,822				334,485				1,316,699				1,106,855
Professional fees					94,162				195,130				339,007				344,923
Regulatory and filing fees					40,483				53,355				160,676				98,988
Salaries		8			222,540				194,989				878,106				846,275
Share-based compensation		7			-				-				39,544				44,246
Travel and accommodation					94,071				33,634				144,295				129,677
					(2,069,104	)			(1,408,595	)			(4,533,885	)			(4,640,163	)
Loss before other items					(626,633	)			(1,095,120	)			(1,948,634	)			(3,327,184	)
Other expenses:
Other income		13			571,575				-				908,500				-
Debt Settlement		7			-				-				-				273,247
Derivative liability		12			-				-				-				206,726
Interest expense		11,12			(48,627	)			(97,469	)			(141,250	)			(410,142	)
Gain on disposal of asset		4			-								-				266,901
					522,948				(97,469	)			767,250				336,732
Net loss for the period					(103,685	)			(1,192,589	)			(1,181,384	)			(2,990,452	)
Foreign currency translation adjustment					(95,663	)			386,535				(115,677	)			273,139
Comprehensive loss for the period					(199,348	)			(806,054	)			(1,297,061	)			(2,717,313	)
Basic and diluted loss per share					(0.00	)			(0.01	)			(0.01	)			(0.02	)
Weighted average number of shares outstanding – basic and diluted					231,391,865				195,874,591				221,700,844				179,875,903

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

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ParcelPal Logistics Inc. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

		Number of shares				Amount $				Contributed Surplus $				Deficit $				AOCI $				Total $
Balance, December 31, 2021			156,338,733				17,622,777				3,620,300				(21,031,270	)			(4,202	)			207,605
Shares issued pursuant to:
Convertible note			25,312,500				1,000,813				-				-				-				1,000,813
In lieu of consulting fees			1,250,000				35,000				-				-				-				35,000
Acquisition of customer contract			13,473,358				269,467				-				-				-				269,467
Share-based compensation			-				-				44,246				-				-				44,246
Net and comprehensive loss for the period			-				-				-				(2,990,452	)			273,139				(2,717,313	)
Balance, September 30, 2022			196,374,591				18,928,057				3,664,546				(24,021,722	)			268,937				(1,160,182	)
Balance, December 31, 2022			196,374,591				18,928,057				3,664,546				(24,557,267	)			197,980				(1,766,684	)
Shares issued pursuant to:
Private placement			25,218,144				406,000				-				-				-				406,000
Issue costs			-				(9,853	)			-				-				-				(9,853	)
Broker warrants			-				(9,593	)			9,593				-				-				-
Bonus shares			6,500,000				227,500				-				-				-				227,500
Consulting shares			5,060,000				144,700				-				-				-				144,700
Share-based compensation			-				-				39,544				-				-				39,544
Net and comprehensive loss for the period			-				-				-				(1,181,384	)			(115,677	)			(1,297,061	)
Balance, September 30, 2023			233,152,735				19,686,811				3,713,683				(25,738,651	)			82,303				(2,255,854	)

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

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ParcelPal Logistics Inc. Condensed Interim Consolidated Statements of Cash Flows For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

		2023 $				2022 $
Operating activities
Loss for the period			(1,181,384	)			(2,990,452	)
Add non-cash items:
Amortization			782,564				1,017,376
Share-based compensation			39,544				44,246
Accrued interest			-				322,935
Shares issued in lieu of fees			372,200				35,000
(Gain) / Loss on debt settlement			-				(273,247	)
Unrealized foreign exchange loss (gain)			(36,398	)			145,035
Fair value of derivative			-				(206,726	)
Gain on disposal of asset			-				(266,901	)
Changes in non-cash working capital items
Sales tax payable			(62,969	)			148,237
Prepaid expenses			(27,808	)			111,728
Accounts receivable			142,739				(51,000	)
Accounts payable and accrued liabilities			248,627				798,622
Net cash flows provided (used) in operating activities			277,115				(1,165,147	)
Investing activities
Acquisition of Web-to-door			(165,861	)			-
Sale of vehicles			-				410,500
Purchase of vehicles			-				(37,150	)
Net cash flows provided (used) by investing activity			(165,861	)			373,350
Financing activities
Private placement			406,000				-
Issue costs			(9,853	)			-
Loan repayments			(197,072	)			(75,389	)
Loan proceeds			-				548,280
Lease payments			(5,184	)			(159,734	)
Net cash flows provided (used) by financing activities			193,891				313,157
Foreign exchange on cash			(99,572	)			(27,254	)
Change in cash during the period			205,573				(505,894	)
Cash – beginning of the period			76,661				551,961
Cash – end of the period			282,234				46,067
Supplemental cash flow information: Income taxes paid							-
Interest paid							23,231

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

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN

ParcelPal Logistics Inc.  (“the Company” or “ParcelPal”) is a Vancouver, British Columbia based company that specializes in last-mile delivery service and logistics solutions, providing businesses with a smart, reliable and affordable delivery service powered by the Company’s licensed technology platform.  The Company was incorporated in Alberta on March 10, 1997.  On June 22, 2006, the Company moved its incorporation jurisdiction to British Columbia.  The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “PKG”, on the OTCQB (over-the-counter) Market in the United States under the symbol PTNYF and on the Frankfurt Stock Exchange under the symbol “PT0A”.

These condensed interim consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern.  The going concern basis of presentation assumes that the Company will be able to meet its obligations and continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  Realization values may be substantially different from the carrying values as shown, and these condensed interim consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

The Company has incurred losses and negative operating cash flows since its inception. The Company will require further financing to meet its financial obligations and sustain its operations in the normal course of the business.  These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to meet its long-term business strategy depends on its ability to obtain additional equity financing and to generate operational cash flow from delivery services revenue.

2.	BASIS OF PRESENTATION

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS as issued by IASB.

The Company uses the same accounting policies and methods of computation as in financial statements for the year ended December 31, 2022, with the exception of the following:

Basis of Consolidation

The condensed interim financial statements include the financial statements of the Company and its 95% owned subsidiary Web-to-door Trucking Corp. (“Trucking”) (2022 – 95%) and its 100% owned subsidiary ParcelPal Logistics USA, Inc. (2022 – 100%)

Use of estimates and judgements

The Company’s significant estimates and judgments are as per the audited financial statements ended December 31, 2022.

These condensed interim consolidated financial statements were approved by the board of directors for use on November 29, 2023.

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

3.	ASSET ACQUISITION

On June 1, 2022, the Company entered into an asset purchase agreement (the “Asset Acquisition”) with Delta Express Delivery, Inc. (“Delta”) whereby the Company, through ParcelPal USA, acquired a customer contract between Delta and FedEx Ground Package System, Inc. (“FedEx”) (the “FedEx Contract”) making ParcelPal USA an independent service provider for FedEx. In addition to the FedEx Contract, the Company also acquired 12 delivery vehicles from Delta. The acquisition of the FedEx Contract and the vehicles was treated as an asset acquisition. The Company issued 13,473,358 common shares, fair valued at $269,467 (US $209,107) and will make two payments of US $336,834 by November 1, 2022, as at December 31, 2022 the amount was still outstanding.  The allocation of the purchase price is as follows:

Purchase price consideration			$
Consideration – cash			868,129
Consideration – shares			269,467
Fair value of consideration			1,137,596
Vehicles			452,343
Customer contract			685,253
Total net assets acquired			1,137,596

On completion of the Asset Acquisition the Company, through ParcelPal USA, began generating revenue from the FedEx Contract and as at December 31, 2022 the Company had generated $1,141,965 in revenue from the FedEx Contract.

As at September 30, 2023, the Company’s purchase obligation outstanding is $910,766 (2022 - $912,416). Also included in purchase obligation is $535,063 (2022 - $704,288) due for the acquisition of Trucking.

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

4.	VEHICLES AND RIGHT-OF-USE ASSETS

Right-of-use assets consists of leased vehicles and a leased warehouse carried at cost less accumulated depreciation. The Company’s vehicles as at September 30, 2023 and December 31, 2022 are as follows:

		Vehicles $				ROU Assets $				Total $
Cost
Balance, December 31, 2021			198,745				839,699				1,038,444
Additions			452,323				-				452,323
Disposal			(198,745	)			(633,671	)			(832,416	)
Foreign exchange			23,097				-				23,097
Balance, December 31, 2022			475,420				206,028				681,448
Disposal			-				(206,028	)			(206,028	)
Foreign exchange			(842	)			-				(842	)
Balance, September 30, 2023			474,578				-				474,578
Accumulated amortization
Balance, December 31, 2021			93,217				292,874				386,091
Amortization			25,817				158,253				184,070
Disposal			(93,217	)			(303,759	)			(396,976	)
Foreign exchange			594				-				594
Balance, December 31, 2022			26,411				147,368				173,779
Amortization			39,366				-				39,366
Disposal			-				(147,368	)			(147,368	)
Foreign exchange			139				-				139
Balance, September 30, 2023			65,915				-				65,915
Balance, December 31, 2021			105,528				546,825				652,353
Balance, December 31, 2022			449,009				58,660				507,669
Balance, September 30, 2023			408,662				-				408,662

During the three and nine months ended September 30, 2023, the Company included $13,083 (2022 - $47,335) and $39,366 (2022- $143,265) of amortization in cost of sales.

During the nine months ended September 30, 2022, the Company purchased 14 previously leased vehicles for $37,150. The Company also sold 33 vehicles for gross proceeds of $410,000. The vehicles had a net book value of $128,313 and the Company recorded a gain on sale of $266,901. The Company also wrote off 4 vehicles which were valued at $14,786.

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

5.	CUSTOMER CONTRACTS

Upon completion of the acquisition of Trucking and the Asset Acquisition, the Company acquired customer contracts. The customer contracts are amortized using the straight-line method over the useful life of 5 years.

The change in customer contract during the period ended September 30, 2023, is as follows:

			$
Balance, December 31, 2020			-
Additions			3,901,442
Foreign exchange			31,686
Balance, December 31, 2021			3,933,128
Additions			685,253
Amortization			(1,126,818	)
Foreign exchange			215,573
Balance, December 31, 2022			3,707,137
Amortization			(743,198	)
Foreign exchange			(10,049	)
Balance, September 30, 2023			2,953,890

6.	LOAN PAYABLE

On July 25, 2022, the Company received a short-term loan for US$400,000 due on May 25, 2023. Per the terms of the loan the Company is required to make 40 payments of US$14,200 to settle the debt. As part of the loan agreement the Company paid a US$8,000 processing fee and US$24,000 finders’ fee, as the loan is short term in nature the fair value of the loan was determined to match the book value of the loan. The processing fee and finders’ fee were recorded as interest expense.

On October 4, 2022, the Company received an additional short-term loan for US$100,000 due on August 4, 2023. Per the terms of the loan the Company is required to make 40 payments of US$3,550 to settle the debt. As part of the loan agreement the Company paid a US$4,298 processing fee which was recorded as interest expense. As the loan is short term in nature the fair value of the loan was determined to match the book value of the loan.

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

A schedule of the changes in the loans is as follows:

			$
Balance, December 31, 2021			-
Additions			677,200
Interest			105,706
Payments			(357,323	)
Foreign exchange			(29,382	)
Balance, December 31, 2022			396,201
Interest			111,532
Payments			(308,604	)
Foreign exchange			14,577
Balance, September 30, 2023			213,706

7.	SHARE CAPITAL

Common Shares

Authorized:

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

Issued:

During the nine months ended September 30, 2023:

a)

On March 14, 2023, the Company issued 20,944,640 units, consisting of one common share of the Company and one share purchase warrants, at a price of $0.017 per Unit for gross proceeds of $356,000. The Company also issued 4,273,503 units consisting of one common share of the Company and one-half share purchase warrant, at a price of $0.012 for gross proceeds of $50,000. The warrants expire on March 14, 2025 and are exercisable at $0.05 per warrant. The warrants were fair valued at $nil. The Company incurred cash issue costs of $18,593 and issued 579,600 broker warrants on the same terms as the warrants contained in the units. The broker warrants were fair valued at $9,593 using the Black-Scholes Option Pricing Model using the following assumptions: Risk free rate – 3.5%, expected volatility – 128%, expected forfeiture rate – nil, expected dividends – nil, expected life – 2 years.

b)

On March 16, 2023, the Company issued 1,800,000 common shares, valued at $63,000, for advertising and promotion expense.

c)

On March 22, 2023, the Company issued 6,500,000 bonus shares to the officers and directors of the Company. The shares were fair valued at $227,5000.

d)

On April 6, 2023, the Company issued 1,100,000 common shares to a consultant in lieu of cash, the shares were valued at $38,500.

e)

On September 14, 2023, the Company issued 2,160,000 common shares to a consultant in lieu of cash, the shares were valued at $43,200.

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

During the year ended December 31, 2022:

a)

On January 1, 2022, the Company issued 2,500,000 common shares pursuant to the settlement of US$100,000 convertible debt, the shares were fair valued at $125,000.

b)

On January 20, 2022, the Company issued 5,000,000 common shares pursuant to the settlement of US$200,000 convertible debt, the shares were fair valued at $250,000.

c)

On February 15, 2022, the Company issued 7,625,000 common shares pursuant to the settlement of US$305,000 convertible debt, the shares were fair valued at $343,125.

d)

On May 4, 2022, the Company issued 337,500 common shares pursuant to the settlement of US$13,500 convertible debt, the shares were fair valued at $11,813.

e)

On May 9, 2022, the Company issued 9,850,000 common shares pursuant to the settlement of US$394,000 convertible debt, the shares were fair valued at $270,875.

f)

On May 13, 2022, the Company issued 1,000,000 common shares in lieu of consulting fees, the shares were fair valued at $30,000.

g)

On June 30, 2022, the Company issued 250,000 common shares in lieu of consulting fees, the shares were fair valued at $5,000.

h)

On June 30, 2022, the Company issued 13,473,358 common shares pursuant to the Asset Acquisition, the shares were fair valued at $269,467.

Stock Options

The Company has adopted an incentive stock option plan, which enables the Board of Directors of the Company from time to time, at its discretion, and in accordance with the CSE requirements to, grant to directors, officers, employees and consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 20% of the Company’s issued and outstanding common shares. Each stock option permits the holder to purchase one share at the stated exercise price. The options vest at the discretion of the Board of Directors.

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

		Number of Options #				Weighted Average Exercise Price $
Balance, December 31, 2021			11,175,000				0.15
Granted			1,500,000				0.05
Expired			(700,000	)			0.18
Balance, December 31, 2022			11,975,000				0.13
Granted			1,250,000				0.05
Forfeited			(5,350,000	)			0.13
Expired			(1,450,000	)			0.26
Balance, September 30, 2023			6,425,000				0.11

On April 6, 2023, the Company granted 1,250,000 options to a consultant of the Company, the options vested immediately and expire on April 6, 2028. The options were fair valued at $39,544 using the Black-Scholes Option Pricing Model using the following assumptions: risk free rate – 3.73%; forfeiture rate – nil; expected volatility – 152.17%; dividend rate – nil; expected life – 5 years.

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

As at September 30, 2023 the following options were outstanding and exercisable:

Expiry Date		Exercise price $				Remaining life (years)				Options outstanding
November 22, 2023			0.26				0.15				100,000
May 2, 2024			0.27				0.59				150,000
May 17, 2024			0.245				0.66				200,000
June 17, 2024			0.245				0.72				300,000
May 6, 2025			0.09				1.60				1,675,000
July 22, 2025			0.09				1.81				100,000
November 12, 2025			0.075				2.12				1,300,000
January 22, 2026			0.145				2.32				1,250,000
June 2, 2026			0.12				2.67				200,000
April 6, 2028			0.05				4.52				1,250,000
											6,425,000

Warrants

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

		Number of Options #				Weighted Average Exercise Price $
Balance, December 31, 2022			-				-
Issued			23,660,992				0.05
Balance, September 30, 2023			23,660,992				0.05

As at September 30, 2023, 23,660,992 warrants are outstanding and they expire on March 14, 2025.

8.	RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and key management personnel is as follows:

		Three months ended September 30,								Nine months ended September 30,
		2023 $				2022 $				2023 $				2022 $
Management fees			160,571				129,596				484,424				578,291
Salaries and wages			-				18,750				37,500				56,250
			160,571				148,346				521,924				634,541

Included in accounts payable as at September 30, 2023, is $744,740 (December 31, 2022 - $576,942) owing to related parties. These amounts are non-interest bearing, unsecured and due on demand.

13

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

9.	SEGMENTED INFORMATION

As at September 30, 2023 the Company had one reportable segment, being last-mile delivery service and logistics solutions, and had operations in two geographical areas: Canada and the USA.

Geographic Segments

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
			$				$				$				$
Net gain (loss)
Canada			(508,398	)			(707,697	)			(1,986,593	)			(1,831,329	)
USA			404,713				(484,892	)			805,209				(1,159,123	)
			(103,685	)			(1,192,589	)			(1,181,384	)			(2,990,452	)

		September 30, 2023				December 31, 2022
			$				$
Assets
Canada			386,760				291,183
USA			3,412,459				4,269,648
			3,799,219				4,560,831

10.	FINANCIAL INSTRUMENTS

Classification of financial instruments

The Company’s financial instruments consist of cash, accounts receivable, loans receivable, accounts payable and accrued liabilities and lease obligations. The Company classifies cash, accounts receivable and loans receivable as financial assets at amortized cost. Accounts payable and lease obligations are classified as financial liabilities at amortized cost.

The Company examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, credit risk and liquidity risk. When material, these risks are reviewed and monitored by the Board of Directors.

There have been no changes in any risk management policies during the period ended September 30, 2023.

Fair value

Financial instruments measured at fair value are classified into one of the 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.

14

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

The carrying value of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value due to their short term to maturity.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures.

The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s cash is held in large Canadian financial institutions and is not exposed to significant credit risk.

Interest risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to limited interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the directors are actively involved in the review, planning, and approval of significant expenditures and commitments. In December 2020, the Company entered into an agreement pursuant to which it received access to a US $5,000,000 equity line of credit for a period of three years. As at September 30, 2023, the Company has not accessed the equity line of credit.

Foreign exchange risk

The Company’s functional currency is the Canadian Dollar and major transactions are transacted in Canadian Dollars and US Dollars. The Company maintains a US Dollar bank account in Canada to support the cash needs of its operations. Management believes that the foreign exchange risk related to currency conversion is minimal and therefore does not hedge its foreign exchange risk.

Capital Management

The Company defines capital that it manages as its shareholders’ equity. When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the development of a social collaborative charting, news and communication platform for traders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes to the Company’s approach to capital management during the period ended September 30, 2023.

15

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

11.	LEASE OBLIGATIONS

The Company’s lease obligations at September 30, 2023 and December 31, 2022 and the changes for the periods then ended are as follows:

			$
Balance, December 31, 2021			563,330
Interest expense			40,792
Lease termination			(342,936	)
Payments			(192,854	)
Balance, December 31, 2022			68,332
Payments			(5,182	)
Lease termination			(63,150	)
Balance, September 30, 2023			-

During the period ended September 30, 2023, the Company terminated its vehicle leases.

12.	CONVERTIBLE PROMISSORY NOTE

During the year ended December 31, 2021, and 2020, the Company entered into multiple US dollar denominated convertible note agreements, with each convertible note containing a guaranteed interest rate between 5% and 10%, a 5% original issue discount on the principal of the convertible note, incentive common shares of the Company and the right to convert at a fixed price of US $0.06 to US $0.08 per share. As the convertible note and embedded conversion feature are denominated in US dollars and the Company has a Canadian dollar functional currency, they are within the scope of IAS 32 – Financial Instruments: Presentation, the value of the conversion feature is subject to changes in value based on the prevailing market price, resulting in a derivative liability. On initial recognition, the Company used the residual value method to allocate the principal amount of the convertible note between the derivative liability and host debt components. The derivative liability was valued first using the Black Scholes option pricing model and the residual was allocated to the host debt component. As the fair value of the debt, when discounted using the Company’s discount rate of 11.31% was greater than the total consideration received, the incentive shares were allocated a value of $nil.

The convertible notes issued are as follows:

On April 13, 2021, the Company issued a convertible note for US$341,250 (CAD - $427,873) with a guaranteed interest rate of 5% and an original issue discount of US$16,250. The note matures on October 10, 2021 and can be converted into common shares of the Company at a conversion price of US$0.13 per common share. The conversion option was fair valued at $10,817 and the loan was valued at $396,681. The loan is amortized to maturity using an effective interest rate of 4.88%. On December 7, 2021 and December 29, 2021, the Company issued 417,196 and 2,500,000 common shares to settle US $116,500 of the loan, the shares were fair valued at $31,290 and $137,500 respectively. During the year ended December 31, 2022, the derivative was revalued at $nil and a gain on fair value of derivative liability of $66,928 was recorded. The remainder of the convertible note was settled pursuant to the issuance of 6,045,325 common shares fair valued at $302,500. The Company recorded a gain on settlement of $19,005.

16

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

On May 27, 2021, the Company issued a convertible note for US$341,250 (CAD - $412,479) with a guaranteed interest rate of 5% and an original issue discount of US$16,250. The note matured on November 23, 2021 and can be converted into common shares of the Company at a conversion price of US$0.13 per common share. The conversion option was fair valued at $18,356 and the loan was valued at $374,481. The loan is amortized to maturity using an effective interest rate of 5.98%. During the year ended December 31, 2022, the derivative was fair valued at $nil and the Company recorded a gain on derivative liability of $94,980. The remainder of the convertible note was settled pursuant to the issuance of 8,957,800 common shares fair valued at $408,763, the Company recorded a gain on debt settlement of $47,503.

On closing of the Trucking acquisition, the Company issued a convertible note with face value of up to US$2,300,000 receivable in four tranches. Each of the first three funded tranches will carry a 5% Original Issue Discount (or “OID”). As consideration of the convertible note, the Company shall issue 500,000 common shares to the noteholder for each of the first three funded tranches. As at September 30, 2023, the first tranche of US $735,000 and the second tranche of US $672,000 had been funded and 1,000,000 common shares were issued to the noteholder, valued at $nil.

The first tranche had a guaranteed interest rate of 8% and an original issue discount for US $35,000. The note matured on March 14, 2022, and can be converted into common shares of the Company at a conversion price of US $0.09 per common share. The conversion option was fair valued at $110,301 and the loan was fair valued at $776,844. The loan is amortized to maturity using an effective interest rate of 20.087%. During the year ended December 31, 2022, the Company fair valued the derivative liability at $nil and recorded a gain on fair value of derivative liability of $11,534. The Company settled $456,265 of the loan pursuant to the issuance of 10,309,375 common shares fair valued at $289,550 and recorded a gain on debt settlement of $206,740. As at September 30, 2023, the outstanding balance of the convertible note is $516,660 (December 31, 2022 - $553,169).

The second tranche had a guaranteed interest rate of 8% and an original issue discount for US $32,000. The note matures on May 23, 2022 and can be converted into common shares of the Company at a conversion price of US $0.09 per common share. The conversion option was fair valued at $140,643 and the loan was fair valued at $670,204. The loan is amortized to maturity using an effective interest rate of 25.55%. As at December 31, 2022, the derivative was fair valued at $nil and the Company recorded a gain on fair value of derivative liability of $33,285.  As at September 30, 2023, the outstanding balance of the convertible note was $983,080 (December 31, 2022 - $982,970).

The changes in the fair value of the derivative and loan balances were as follows:

		Convertible Debt $				Derivative Liability $
Balance, December 31, 2021			2,429,227				206,726
Interest expense			88,778				-
Accretion			200,497				-
Change in fair value of derivative liability			-				(206,726	)
Conversion of convertible debt			(1,274,060	)			-
Foreign exchange on loan			91,697				-
Balance, December 31, 2022			1,536,139				-
Foreign exchange on loan			(36,398	)			-
Balance, September 30, 2023			1,499,741				-

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ParcelPal Logistics Inc. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited - expressed in Canadian Dollars)

13.	COST OF SALES

For the nine months ended September 30, 2023 and 2022 cost of sales consists of the following:

		Three months ended September 30,								Nine months ended September 30,
		2023 $				2022 $				2023 $				2022 $
Amortization of vehicles			13,083				47,335				39,366				143,265
Fuel			170,714				69,769				751,371				96,631
Short term vehicle rentals			30,979				276,961				134,899				1,045,760
Salaries and wages			1,987,465				1,912,966				6,018,653				5,201,207
			2,202,241				2,307,031				6,944,289				6,486,863

During the nine months ended September 30, 2023, the Company received USD$700,000 (CAD - $908,500) in Employee Retention Credit (“ERC”) funding. The ERC is refundable payroll tax credit serving as a reimbursement for a portion of payroll taxes incurred in the United States.

14.	SUBSEQUENT EVENTS

On October 17, 2023, the Company announced it will be shifting a significant amount of its focus and resources on its growing U.S. operations, entering into new profitable contracts primarily in the United States and shedding any money losing business units and/or contracts immediately. To this end, we have terminated our largest Canadian contract on a mutually agreeable basis with our customer.

On November 14, 2023, the Company announced that it has extended its contract with its second largest customer for at least another year. This customer accounts for approximately 20% of the Company's topline revenue and is growing with us. Additionally, the terms of the renewed contract are more favorable for ParcelPal with increasing rates on deliveries and higher package counts.

18

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Exhibit 99.2

PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

The following Management’s Discussion and Analysis (“MD&A”), prepared as of November 29, 2023, should be read in conjunction with the unaudited condensed interim consolidated financial statements of ParcelPal Logistics Inc. (formerly ParcelPal Technology Inc.) (“ParcelPal” or “the Company”) for the period ended September 30, 2023 together with the audited financial statements of the Company for the year ended December 31, 2022 and the accompanying MD&A for that fiscal year. The referenced financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. All financial amounts are stated in Canadian dollars unless stated otherwise.

Additional information relating to the Company and its operations is available under the Company’s profile on SEDAR at www.sedarplus.ca.

The incorporation jurisdiction of ParcelPal Logistics Inc. is British Columbia.

This MD&A is the responsibility of management. Prior to its release, the Company’s Board of Directors (the “Board”) has approved this MD&A on the Audit Committee’s recommendation. The Company presents its financial statements in Canadian dollars. Amounts in this MD&A are stated in Canadian Dollars unless otherwise indicated. Unless otherwise noted or the context indicates otherwise, “we”, “us”, “our”, the “Company” or “ParcelPal” refer to ParcelPal Logistics Inc. and its direct and indirect subsidiaries.

FORWARD LOOKING STATEMENTS

This MD&A includes certain “forward-looking information” and "forward-looking statements” (collectively "forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future business operations of the Company, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “plans”, “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results "will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements in this MD&A relate to, among other things, the Company expanding into additional markets, management’s expectations regarding the liquidity of the Company, the Company’s fee structure, and the Company’s plans with respect to managing liquidity risk. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.

There can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the nascent branding, social media technology, which is affected by numerous factors beyond the Company’s control; the Company’s ability to succeed in the North American market; and access to debt and equity; and the early stage of the Company’s business. The Company is subject to the risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the ability to access debt or equity financing, as necessary. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current sales trends, general economic conditions affecting the Company and the Canadian and US economies. Certain material factors or assumptions are applied by the Company in making forward-looking statements, including without limitation, factors and assumptions regarding the Company’s continued ability to fund its business, rates of customer defaults, acceptance of its products in the current marketplace and acceptance of its products in other marketplaces, as well as its operating cost structure and current and future trends in social media advertising and traditional print media. Although the Company believes the assumptions used to make such statements are reasonable at this time, there may be other factors that cause results not to be as anticipated, estimated or intended.

1

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

HIGHLIGHTS

a)

On March 14, 2023, the Company issued 20,944,640 units, consisting of one common share of the Company and one share purchase warrants, at a price of $0.017 per Unit for gross proceeds of $356,000. The Company also issued 4,273,503 units consisting of one common share of the Company and one-half share purchase warrant, at a price of $0.012 for gross proceeds of $50,000. The warrants expire on March 14, 2025 and are exercisable at $0.05 per warrant. The warrants were fair valued at $nil. The Company incurred cash issue costs of $18,593 and issued 579,600 broker warrants on the same terms as the warrants contained in the units. The broker warrants were fair valued at $9,593 using the Black-Scholes Option Pricing Model using the following assumptions: Risk free rate – 3.5%, expected volatility – 128%, expected forfeiture rate – nil, expected dividends – nil, expected life – 2 years.

COMPANY OVERVIEW AND OUTLOOK

ParcelPal Logistics Inc. is a Vancouver based company that specializes in last-mile delivery service and logistics solutions, providing businesses with a smart, reliable and affordable delivery service powered by the Company’s licensed technology platform.

ParcelPal’s business strategy started with hitting major urban centers. With success, the Company has decided to aim to launch in every major urban center in Canada while expanding regionally, in parallel. ParcelPal initially operated in major urban centers in Vancouver, BC area and, subsequently, we have expanded throughout Canada. As a result of our marketing efforts, we have expanded across the entire lower mainland, offering same-day delivery for select clients.  In July, 2021, the Company opened its first warehouse in the Vancouver area.  In September 2021, the Company expanded into the western United States with its first acquisition.  The Company intends to continue to diversify its client base and target large business to business clients as well as we further expand throughout the United States.

ParcelPal operates from its main office in Salt Lake City, Utah and our operations are currently managed from here. ParcelPal offers employment opportunities that support all functions of technology and physical deliveries. ParcelPal currently has over one hundred employees, including the delivery team.

Forward Looking Growth and Business Strategies

ParcelPal plans to implement additional services for consideration of growing our client base and retaining existing customers. In addition to raising additional capital, we are also planning on signing more small and medium enterprise clients for traditional courier services that are multi-city operational, and which are higher margin services that are also highly scalable. To execute this part of our strategy, we will need to open additional dedicated warehouse facilities in which we can sort, ship and create more efficient delivery routes. This will also allow us to also be able to benefit from economies of scale as our operating costs will decrease significantly, leading to better operating margins. With the recent capital raise that we have done, along with having an equity line of credit at our disposal, we have the resources and capital to execute on this plan This to both fund our operating expenses and the concomitant warehousing and fleet costs associated with it.

The Company will increase monthly recurring revenue by continuously adding new merchants, delivery verticals and drivers to the platform. Monthly fees from merchants is part of ParcelPal’s plan for additional revenue streams. In addition to ParcelPal’s current services, ParcelPal plans to implement additional services for consideration of growing the merchant’s business and retaining existing customers. ParcelPal has been working closely with merchants to determine pricing strategies and service add-ons to further monetize the platform.

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

One of the Company’s priorities is to increase our footprint with Amazon, FedEx Ground and with other small and medium enterprise customers that have operations in major cities, in particular with respect to last mile delivery services, which is our specialty. Other more profitable areas such as home-meal kit and large retail chain store deliveries are those which we will increasingly target. We believe that these are the types of business services that are highly scalable and will strongly contribute to our profitability.

Revenue

The Company currently has one revenue stream which is through billable contracts such as Amazon.com Inc, FedEx Ground and other merchants.

GOING CONCERN

The Company has incurred significant operating losses and negative cash flows from operations in recent years. As a result of the foregoing, there is significant doubt about the Company's ability to continue as a going concern. The condensed interim consolidated financial statements were 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. Whether and when the Company can attain profitability and positive cash flows is uncertain. The Company is working to expand its operations and it is expected that the Company’s liquidity will fluctuate as a result of any expansion. The fee structure for the services offered by the Company is expected to remain constant for the foreseeable future.

The continuation of the Company as a going concern is dependent upon completing a short-term financing for sufficient working capital to maintain operations, reducing operating expenses, increasing revenues and commencing profitable operations in the future. Risks that may materially affect the Company’s future performance include: the possibility of discontinuance of operations of the Company, the risk that the Company is unable to find suitable investors for a financing, the risk that the Company will not be able to expand operations, and competition risks. The Company recognizes the threats posed by operating in an uncertain global economic environment. This uncertainty may continue to impact the Company’s industry, resulting in a lower demand for some of its services and its partners’ products.

The Company is in its growth phase and it is expected that the Company will continue to incur losses until significant revenues are generated as management executes its business plan. The Company began generating revenue in the period ending September 30, 2017;

The Company manages liquidity risk by maintaining sufficient cash balances and adjusting the operating budget and expenditures to ensure that there is sufficient capital in order to meet short-term and other specific obligations. The Company plans to control spending and prudently allocate financial resources to optimize value. The Company will seek additional financing through equity financings until the Company reaches profitability. In order to increase sales, the Company intends to ensure that the service provided meets the needs of existing and potential customers and is competitively priced. The Company plans to continue to develop, innovate and continuously improve current and new technologies in a timely and cost-effective manner. Management believes that the likelihood of completing these plans is high, and the Company has sufficient financial resources to meet its planned operations for the foreseeable future.

The condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

SUMMARY OF QUATERLY RESULTS

Following is a table of the income, total assets, operating loss for the past eight quarters.

		Quarter ended
		September 30,				June 30,				March 31,				December 31,
		2023				2023				2023				2022
			$				$				$				$
Revenue			3,644,712				2,919,785				2,965,043				3,442,818
Total assets			3,799,219				4,072,689				4,130,103				4,560,831
Net loss			(103,685	)			(110,379	)			(967,320	)			(535,545	)
Loss per share			(0.00	)			(0.00	)			(0.02	)			(0.00	)
Dividends			-				-				-				-

		Quarter ended
		September 30,				June 30,				March 31,				December 31,
		2022				2022				2022				2021
			$				$			$	$				$
Revenue			2,620,506				2,505,663				2,673,673				3,274,710
Total assets			5,227,929				5,374,050				5,022,334				5,489,326
Net loss			(1,192,589	)			(1,438,648	)			(359,215	)			(72,853	)
Loss per share			(0.01	)			(0.00	)			(0.00	)			(0.00	)
Dividends			-				-				-				-

SELECTED RESULTS

Nine months ended September 30, 2023

During the nine months ended September 30, 2023, the Company had a net loss of $1,181,384 compared to $2,990,452 during the nine months ended September 30, 2022. The change in net loss is due to the following:

i)	Amortization expense decreased to $743,198 (2022 - $874,111) as the Company had fewer purchased and leased vehicles during the current period.

ii)	Office and miscellaneous increased to $1,316,699 (2022 - $1,106,856) related to the consolidated operations of Trucking and ParcelPal USA.

iii)	The Company recorded interest expense of $141,250 (2022 - $410,142) primarily related to interest and accretion on the convertible notes and the loan payable.

iv)	The Company recorded other income of $908,500 (2022 - $) related to an employee retention credit refund from Web-to-Door Trucking Corp.

Three months ended September 30, 2023

During the three months ended September 30, 2023, the Company had a net loss of $103,685 compared to $1,192,589 during the three months ended September 30, 2022. The change in net loss is due to the following:

i)	Marketing and promotion increased to $149,107 (2022 - $49,705) as the Company engaged with consultants to raise awareness of the Company.

ii)	Office and miscellaneous expense increased to $921,822 (2022 - $334,485) related to the consolidated operations of Trucking and ParcelPal USA.

iii)	The Company recorded interest expense of $48,627 (2022 - $97,469) primarily related to interest and accretion on the convertible notes and the loan payable.

iv)	The Company recorded other income of $571,575 (2022 - $nil) related to an employee retention credit refund from Web-to-Door Trucking Corp.

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

RIGHT-OF-USE ASSETS AND VEHICLES

		Vehicles $				ROU Assets $				Total $
Cost
Balance, December 31, 2021			198,745				839,699				1,038,444
Additions			452,323				-				452,323
Disposal			(198,745	)			(633,671	)			(832,416	)
Foreign exchange			23,097				-				23,097
Balance, December 31, 2022			475,420				206,028				681,448
Disposal			-				(206,028	)			(206,028	)
Foreign exchange			(842	)			-				(842	)
Balance, September 30, 2023			474,578				-				474,578
Accumulated amortization
Balance, December 31, 2021			93,217				292,874				386,091
Amortization			25,817				158,253				184,070
Disposal			(93,217	)			(303,759	)			(396,976	)
Foreign exchange			594				-				594
Balance, December 31, 2022			26,411				147,368				173,779
Amortization			39,366				-				39,366
Disposal			-				(147,368	)			(147,368	)
Foreign exchange			139				-				139
Balance, September 30, 2023			65,915				-				65,915
Balance, December 31, 2021			105,528				546,825				652,353
Balance, December 31, 2022			449,009				58,660				507,669
Balance, September 30, 2023			408,662				-				408,662

During the three and nine months ended September 30, 2023, the Company included $13,083 (2022 - $47,335) and $39,366 (2022- $143,265) of amortization in cost of sales.

During the nine months ended September 30, 2022, the Company purchased 14 previously leased vehicles for $37,150. The Company also sold 33 vehicles for gross proceeds of $410,000. The vehicles had a net book value of $128,313 and the Company recorded a gain on sale of $266,901. The Company also wrote off 4 vehicles which were valued at $14,786.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2023, the Company had a working capital deficit of $5,618,406 (2022 - $5,747,963).

During the nine months ended September 30, 2023, net cash flows provided by operating activities was $277,115 (2022 - used $1,165,147), primarily related to the payment of general and administrative costs offset by revenue and the employee retention credit. The Company’s financing activities provided $193,891 in cash for the period ended September 30, 2023, as the Company completed a financing for gross proceeds of $406,000 offset by share issuances costs of $9,853. The Company also had loan repayments of $197,072 during the nine months ended September 30, 2023.

The Company’s investing activities used cash of $165,861 during the nine months ended September 30, 2023, compared to $373,350 in cash provided by investing activities during the period ended September 30, 2022 as the Company made a purchase obligation payment. During the period ended September 30, 2022, the Company received $410,500 in cash from the sale of vehicles and incurred $37,150 in cash acquisition costs.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future. The Company has material financial uncertainties that cast significant doubt upon the Company’s ability to continue as a going concern.

5

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

FINANCING ACTIVITIES

During the nine months ended September 30, 2023:

a)

On March 14, 2023, the Company issued 20,944,640 units, consisting of one common share of the Company and one share purchase warrants, at a price of $0.017 per Unit for gross proceeds of $356,000. The Company also issued 4,273,503 units consisting of one common share of the Company and one-half share purchase warrant, at a price of $0.012 for gross proceeds of $50,000. The warrants expire on March 14, 2025 and are exercisable at $0.05 per warrant. The warrants were fair valued at $nil. The Company incurred cash issue costs of $18,593 and issued 579,600 broker warrants on the same terms as the warrants contained in the units. The broker warrants were fair valued at $9,593 using the Black-Scholes Option Pricing Model using the following assumptions: Risk free rate – 3.5%, expected volatility – 128%, expected forfeiture rate – nil, expected dividends – nil, expected life – 2 years.

b)

On March 16, 2023, the Company issued 1,800,000 common shares, valued at $63,000, for advertising and promotion expense.

c)

On March 22, 2023, the Company issued 6,500,000 bonus shares to the officers and directors of the Company. The shares were fair valued at $227,5000.

d)

On April 6, 2023, the Company issued 1,100,000 common shares to a consultant in lieu of cash, the shares were valued at $38,500.

e)

On September 14, 2023, the Company issued 2,160,000 common shares to a consultant in lieu of cash, the shares were valued at $43,200.

During the year ended December 31, 2022:

a)

On January 1, 2022, the Company issued 2,500,000 common shares pursuant to the settlement of US$100,000 convertible debt, the shares were fair valued at $125,000.

b)

On January 20, 2022, the Company issued 5,000,000 common shares pursuant to the settlement of US$200,000 convertible debt, the shares were fair valued at $250,000.

c)

On February 15, 2022, the Company issued 7,625,000 common shares pursuant to the settlement of US$305,000 convertible debt, the shares were fair valued at $343,125.

d)

On May 4, 2022, the Company issued 337,500 common shares pursuant to the settlement of US$13,500 convertible debt, the shares were fair valued at $11,813.

e)

On May 9, 2022, the Company issued 9,850,000 common shares pursuant to the settlement of US$394,000 convertible debt, the shares were fair valued at $270,875.

f)

On May 13, 2022, the Company issued 1,000,000 common shares in lieu of consulting fees, the shares were fair valued at $30,000.

g)

On June 30, 2022, the Company issued 250,000 common shares in lieu of consulting fees, the shares were fair valued at $5,000.

h)

On June 30, 2022, the Company issued 13,473,358 common shares pursuant to the Asset Acquisition, the shares were fair valued at $269,467.

On April 13, 2021, the Company issued a convertible note for US$341,250 (CAD - $427,873) with a guaranteed interest rate of 5% and an original issue discount of US$16,250. The note matures on October 10, 2021 and can be converted into common shares of the Company at a conversion price of US$0.13 per common share. The conversion option was fair valued at $10,817 and the loan was valued at $396,681. The loan is amortized to maturity using an effective interest rate of 4.88%. On December 7, 2021 and December 29, 2021, the Company issued 417,196 and 2,500,000 common shares to settle US $116,500 of the loan, the shares were fair valued at $31,290 and $137,500 respectively. During the year ended December 31, 2022, the derivative was revalued at $nil and a gain on fair value of derivative liability of $66,928 was recorded. The remainder of the convertible note was settled pursuant to the issuance of 6,045,325 common shares fair valued at $302,500. The Company recorded a gain on settlement of $19,005.

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

On May 27, 2021, the Company issued a convertible note for US$341,250 (CAD - $412,479) with a guaranteed interest rate of 5% and an original issue discount of US$16,250. The note matured on November 23, 2021 and can be converted into common shares of the Company at a conversion price of US$0.13 per common share. The conversion option was fair valued at $18,356 and the loan was valued at $374,481. The loan is amortized to maturity using an effective interest rate of 5.98%. During the year ended December 31, 2022, the derivative was fair valued at $nil and the Company recorded a gain on derivative liability of $94,980. The remainder of the convertible note was settled pursuant to the issuance of 8,957,800 common shares fair valued at $408,763, the Company recorded a gain on debt settlement of $47,503.

On closing of the Trucking acquisition, the Company issued a convertible note with face value of up to US$2,300,000 receivable in four tranches. Each of the first three funded tranches will carry a 5% Original Issue Discount (or “OID”). As consideration of the convertible note, the Company shall issue 500,000 common shares to the noteholder for each of the first three funded tranches. As at September 30, 2023, the first tranche of US $735,000 and the second tranche of US $672,000 had been funded and 1,000,000 common shares were issued to the noteholder, valued at $nil.

The first tranche had a guaranteed interest rate of 8% and an original issue discount for US $35,000. The note matured on March 14, 2022, and can be converted into common shares of the Company at a conversion price of US $0.09 per common share. The conversion option was fair valued at $110,301 and the loan was fair valued at $776,844. The loan is amortized to maturity using an effective interest rate of 20.087%. During the year ended December 31, 2022, the Company fair valued the derivative liability at $nil and recorded a gain on fair value of derivative liability of $11,534. The Company settled $456,265 of the loan pursuant to the issuance of 10,309,375 common shares fair valued at $289,550 and recorded a gain on debt settlement of $206,740. As at September 30, 2023, the outstanding balance of the convertible note is $516,660 (December 31, 2022 - $553,169).

The second tranche had a guaranteed interest rate of 8% and an original issue discount for US $32,000. The note matures on May 23, 2022 and can be converted into common shares of the Company at a conversion price of US $0.09 per common share. The conversion option was fair valued at $140,643 and the loan was fair valued at $670,204. The loan is amortized to maturity using an effective interest rate of 25.55%. As at December 31, 2022, the derivative was fair valued at $nil and the Company recorded a gain on fair value of derivative liability of $33,285.  As at September 30, 2023, the outstanding balance of the convertible note was $983,080 (December 31 2022 - $982,970).

SEGMENTED INFORMATION

Significant customer sales are as follows:

Customers	Location		September 30, 2023 $				September 30, 2023 %				September 30, 2022 $				September 30, 2022 %
Customer A	Canada			4,323,407				45				3,528,222				45
Customer A	USA			3,997,796				42				3,541,499				45
Customer B	USA			1,208,337				13				621,281				8
Customer C	Canada			-				-				108,840				2

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

RELATED PARTY DISCLOSURES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and key management personnel is as follows:

		Three months ended September 30,								Nine months ended September 30
		2023 $				2022 $				2023 $				2022 $
Management fees			160,571				129,596				484,424				578,291
Salaries and wages			-				18,750				37,500				56,250
			160,571				148,346				521,924				634,541

Included in accounts payable as at September 30, 2023, is $744,740 (December 31, 2022 - $576,942) owing to related parties. These amounts are non-interest bearing, unsecured and due on demand.

CAPITAL MANAGEMENT

The Company defines capital that it manages as its shareholders’ equity. When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the development of a social collaborative charting, news and communication platform for traders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes to the Company’s approach to capital management during the period ended September 30, 2023.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Classification of financial instruments

The Company’s financial instruments consist of cash, accounts receivable, loans receivable, accounts payable and lease obligations. The Company classifies cash, accounts receivable and loans receivable as financial assets at amortized cost. Accounts payable and lease obligations are classified as financial liabilities at amortized cost.

The Company examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, credit risk and liquidity risk. When material, these risks are reviewed and monitored by the Board of Directors.

Fair value

Financial instruments measured at fair value are classified into one of the 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.

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PARCELPAL LOGISTICS INC. Management Discussion and Analysis (“MD&A”) For the Three and Nine months ended September 30, 2023

The carrying value of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value due to their short term to maturity. Marketable securities are valued using Level 2 inputs.

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

Credit risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s cash is held in large Canadian financial institutions and is not exposed to significant credit risk.

Interest risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to limited interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the directors are actively involved in the review, planning, and approval of significant expenditures and commitments.

Foreign exchange risk

The Company’s functional currency is the Canadian Dollar and major transactions are transacted in Canadian Dollars and US Dollars. The Company maintains a US Dollar bank account in Canada to support the cash needs of its operations. Management believes that the foreign exchange risk related to currency conversion is minimal and therefore does not hedge its foreign exchange risk.

OUTSTANDING SECURITIES

Authorized:                      Unlimited common shares without par value

All share information is reported as of November 29, 2023, in the following table:

Type of Security		Number
Issued and outstanding common shares			233,152,735
Stock options with a weighted average exercise price of $0.11			6,325,000
Warrants with a weighted average exercise price of $0.05			23,660,992
Total			263,138,727

OFF-BALANCE-SHEET ARRANGEMENTS

As of the date of this filing, the Company does not have any 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, including, and without limitation, such considerations as liquidity and capital resources.

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Exhibit 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Rich Wheeless, Chief Executive Officer of ParcelPal Logistics Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ParcelPal Logistics Inc. (the “issuer”) for the interim period ended September 30, 2023.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 29, 2023

“Rich Wheeless”
Rich Wheeless
Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Exhibit 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Rich Wheeless, Chief Financial Officer of ParcelPal Logistics Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ParcelPal Logistics Inc. (the “issuer”) for the interim period ended September 30, 2023.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 29, 2023

“Rich Wheeless”
Rich Wheeless
Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Exhibit 99.5

ParcelPal Logistics Inc. Reports All-Time Record Results Since Inception and Third Quarter 2023 Results Highlighted by a Company-Wide Near Breakeven Bottom Line, Record Margins and Record Revenue

Vancouver, British Columbia – November 30, 2023 – ParcelPal Logistics Inc. (the “Company” or “ParcelPal”), (OTCQB:PTNYF) (CSE:PKG) (FSE:PT0A) is pleased to announce its record Q3 2023 financial results highlighted by revenue growth of 39% (to approximately $3.7M), continued record gross margins of 39.6% and a 91% decrease in net loss (from $1.2M in Q3 2022 to $103K in Q3 2023).  It is important to note that this was our largest Q3 of gross revenue (and an all-time record since inception for the Company with the previous high being Q4 2022, which was $3.4M).  It is very possible that with the additional operational efficiencies we have been implementing that the fourth quarter of 2023 will be fully profitable.  Simply, this is substantial and very positive operational progress and the best quarter all around in the history of ParcelPal.  Additionally, we reported that October was profitable for the Company and we will be providing an update on our November financial results soon.

Overview

In Q3 2023, the Company achieved its largest quarter of revenue ever, which was driven by revenue growth of 40% to approximately $3.7 million (up from $2.6 million in Q3 2022).  Our gross margins for Q3 were a record 39.6% (compared to 12.0% in Q3 2022).  Additionally, the Company had a net loss of only $103,685 compared to Q3 2022 which was $1,192,589 (a 91% decrease in net loss). It is important to note that approximately $332K of non-cash related items, such as amortization and foreign exchange expense drove the small net loss in Q3 2023.

We are very pleased with the positive trends in our business operations, which are now primarily in the United States.  As previously reported, our U.S. operations became profitable beginning in June 2023, and which continue to be profitable.

Our revenue growth and continued record margins are, in large measure, driven by our expansion into the United States, which is the world’s largest consumer market, combined with improved operating efficiencies.

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ParcelPal’s CEO Rich Wheeless stated:  "We just had an all-time record quarter all around which I could not be prouder of.  The business side of the Company has never been in a better position than it has been under my tenure, despite what has been a volatile economy and market conditions.  We hit another major milestone with the United States side being fully net profitable for back-to-back quarters across all divisions for the first time in the history of the Company, which we believe will continue moving forward.  I also note that we, as a publicly traded company, have been operating in an extremely challenging stock market for small and microcap stocks. These broader market conditions have negatively affected our stock price, and the intrinsic market value of our Company has not been recognized.  We fully intend to bring this positive growth and expansion story more fully to the market to attain greater shareholder value.  Despite these headwinds, we have expanded geographically and achieved record growth and I am extremely excited about the additional opportunities that are in front of us, which I believe will allow us to continually expand the business on a profitable basis.  Additionally, I am going to focus resources on additional business opportunities that will allow us to scale faster into new markets and with a lower capital cost as well.”

Q3 2023 Financial Highlights:

September 30, 2023, compared to September 30, 2022 - Financial Highlights:

•

Record revenue in Q3 2023 and growth of 39.1% to $3,644,712 (up from $2,620,506 in Q3 2022). This represents the Company’s largest revenue quarter since inception (Q4 2022 of $3.4M was the previous largest revenue quarter ever).

•

Record gross margins in Q3 2023 of 39.6% (up from 12.0% in Q3 2022).

•

Professional fees decreased to $94,162 (Q3 2022 - $195,130) due to lower legal and accounting fees in Q3 2023.

•

Marketing and promotion increased to $149,107 in Q2 2023 (Q3 2022 - $49,705) as the Company is working to tell the story and get it in front of new eyes.

•

Office and miscellaneous expenses increased to $921,822 (Q3 2022 - $334,485) related to the increased growth and consolidated operations of Trucking and ParcelPal USA.

•

Cash of $282,234 at September 30, 2023, compared to $76,661 at December 31, 2022, and vehicles and right-of-use assets of $408,662 compared to $507,669 at December 31, 2022.

•

During the quarter ended September 30, 2023, the Company’s U.S. Operations continued to be net positive, and the Company’s overall (including now closed Canadian operations) net loss was only $103,685 (compared to $1,192,589 in Q3 2022).

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•

Net cash flows provided by operating activities was $277K for the nine months ended September 30, 2023, versus net cash flows used in operating activities of $1.2M for the nine months ended September 30, 2022.

Subsequent to the period ended September 30, 2023, a few notable events occurred, including:

•

On October 17, 2023, the Company announced it will be shifting a significant amount of its focus and resources on its growing U.S. operations, with the focus to enter into new profitable contracts primarily/solely in the United States and shedding any money losing business units and/or contracts immediately.  To this end, we have terminated our largest Canadian contract on a mutually agreeable basis with our customer.

•

On November 7, 2023, the Company announced that it had another month of operating profitability (approximately $50K USD) in its U.S. business led by a record 28% gross margin for the month of October 2023. This was driven by more profitable business with our second largest customer.

•

On November 14, 2023, the Company announced that it has extended its contract with its second largest customer for at least another year. This customer accounts for approximately 20% of the Company's topline revenue and is growing with us. Additionally, the terms of the renewed contract are more favorable for ParcelPal with increasing rates on deliveries and higher package counts.

Outlook

The Company's strategic priorities for the remainder of fiscal 2023 include:

•

Continued improvement in operating performance, and continued development and reintroduction of our new and improved technology platform.

•

Building an exceptional and world-class brand with a focus on signing additional quality partners.

•

Using data, technology, and inbound selling to ramp up sales and revenue generation.

•

Seeking synergistic and/or other business opportunities that diversify the company’s revenue sources both for topline revenue growth, and on a profitable basis.

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•

Continued expansion into large markets in the United States and further expanding throughout the global markets, including with new higher margin customer contracts and/or additional regions.

The Company's complete quarterly financial results are available in its unaudited Financial Statements and Management's Discussion and Analysis for the quarter ended September 30, 2023, each of which have been filed with Canadian and United States securities regulatory agencies, and can be found respectively at www.sedarplus.ca and www.sec.gov.

The company looks forward to providing additional material updates in the coming weeks.

About ParcelPal Logistics Inc.

ParcelPal is a Vancouver, British Columbia company that specializes in last-mile delivery service and logistics solutions. We are a customer-driven, courier and logistics company connecting people and businesses through our network of couriers.  Some of our verticals include pharmacy & health, meal kit deliveries, retail, groceries and more.

ParcelPal Website: www.parcelpal.com

Neither the Canadian Securities Exchange (“CSE”), the Securities and Exchange Commission nor any other securities regulatory authority has reviewed or accepts responsibility for the adequacy or accuracy of this news release that has been prepared by management.

OTCQB – Symbol: PTNYF

CSE – Symbol: PKG

FSE – Symbol: PT0A

Contact Information

Investor Contact

[e-mail]

T: [phone]

Company Contact

Rick Underhill, Director of Investor Relations

ParcelPal Logistics Inc.

[e-mail]

T: [phone]

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Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should” or “would” occur. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation: general business, economic and social uncertainties; litigation, legislative, environmental, and other judicial, regulatory, political, and competitive developments; and other risks outside of the Company’s control.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 and forward-looking information. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update these forward-looking statements.

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