Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Amended and Restated Form 10-Q for the Three and Nine Months Ended March 31, 2022

On September 26, 2022, the management of Tego Cyber Inc. (the "Company") in consultation with BF Borgers ("Borgers"), the Company's new independent registered public accounting firm, concluded that the Company's previously issued unaudited financial statements for the three and nine months ended March 31, 2022 should be restated and no longer be relied upon. In connection with preparing the Company's audited financial statements for the year ended June 30, 2022, the Company discovered and an error relating to the accounting treatment of the Company's non-qualified stock options which were granted during the three months ended March 31, 2022. The shared based compensation expense recorded in that period was calculated on the assumption that the first tranche of the non-qualified stock options had vested. This was not the case as the first tranche of the non-qualified stock options do not vest until January 1, 2023, therefore there was to be no share based compensation expense for the three month period ended March 31, 2022. Accordingly, the Company intends to restate the aforementioned financial statements by amending its quarterly reports on Form 10-Q for the quarter ended March 31, 2022 as soon as reasonably practicable. The Company expects to file an amended quarterly report on or before September 28, 2022 (the "Amendment").

The impact of this restatement on the Company's unaudited financial statements for the three and nine months ended March 31, 2022 will be a reduction to the additional paid in capital of $386,449, a reduction to the accumulated deficit of $386,499, a reduction to the share based compensation expense of $386,499 and a reduction to the loss from operations of $386,449.

No other changes have been made to the original filings. The Amendment to the respective filing does not reflect events that have occurred after the original filing of the Form 10-Q or modify or update the disclosures presented therein, except to reflect the amendments described above.






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