MD&A for the period ending September 30, 2024

• TSCA Compliant
• California Proposition 65 Compliant
• CMRT/EMRT Compliant

Highlights of 2024

• On February 1, 2024, the Company announced it appointed Ted Clark as new Chief Executive Officer, bringing a fresh perspective to accelerate our strategic initiatives and operational improvements.
• On February 1, 2024, the Company announced it issued Ted Clark an aggregate of 3,500,000 options at an exercise price of $0.035 per share. An aggregate of 1,500,000 options will vest on October 1, 2024, an aggregate of 1,000,000 will vest on September 1, 2025, and the balance 1,000,000 will vest on February 1, 2026.
• On April 16, 2024, the Company announced its audited consolidated financial results for the fiscal year ended December 31, 2023.
• On May 10, 2024, the Company announced its unaudited consolidated financial results for the quarter ended March 31, 2024.
• On August 22, 2024, the Company announced its unaudited consolidated financial results for the quarter ended June 30, 2024.
• On September 30, 2024, the Company year-to-date revenue reached $4.9 million, a modest 2% increase compared to the prior year. While this growth fell short of our 7% target, our frequency control product line continues to show resilience, contributing steadily to our revenue base.
• On September 30, 2024, the Company achieved a 6% improvement in gross margin year-over-year, increasing from 12% to 18%, through proactive product mix optimization and cost efficiencies.

Results of Operations:

The consolidated financial statements for the nine months ended September 30, 2024 and 2023 form an integral part of this MD&A. All amounts are expressed in thousands of U.S. dollars unless otherwise noted.

Summary of Quarterly Results:

The following table presents selected quarterly financial data for the last eight quarters.

For the nine months ending September 30, 2024, revenue was $4,903, a 2% increase compared to $4,820 for the same period in 2023. While this growth was below our 7% target, we remain confident in the resilience of our frequency control products, which continue to see

steady demand in our core markets. Moving forward, we are focused on expanding our presence in high-growth segments and diversifying our revenue through new customer acquisitions and targeted market initiatives.

Disaggregated Revenue

Revenue from contracts with customers disaggregated by product family and geographical areas is presented below as it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the table below.

Gross Profit

Our gross profit for the nine months ended September 30, 2024, was $887 (18% margin), up from $598 (12% margin) in the prior year. This improvement reflects our ongoing efforts to optimize the product mix and control production costs. We anticipate that these margin improvements will continue as we invest further in automation, supply chain management, and higher-margin product lines, positioning us to maximize profitability as revenue grows.

Research and Development Expenses

Research and development (R&D) expenses remained stable, totalling $250 compared to $257 the previous year. Our commitment to R&D supports our goal of enhancing our technology portfolio and entering complementary markets. We are advancing projects with high potential for future growth, focusing on product differentiation and customer-driven customization. By aligning our R&D investments with our long-term strategic goals, we aim to drive innovation that meet our aerospace and defence customers' unique needs.

Selling, General and Administrative Expenses (SG&A)

SG&A expenses remained steady at $1,263 for the nine months ending September 30, 2024, compared to $1,266 in the same period last year. This stability reflects disciplined cost management as we continuously seek efficiencies within our operating structure. By maintaining a lean and agile operational framework, we can preserve resources for growth initiatives while sustaining core business functions.

Other Income/Expenses

Nine Months ended September 30, 2024 and September 30, 2023 was primarily due to gain/loss on currency translation.

Interest Income (Expense)

Interest income (expense) for the nine months ended September 30, 2024 and 2023 was $(175) and $(95) respectively. Interest expense in 2024 and 2023 relates to the imputed interest on the leased facilities.

Legal proceedings

From time to time, third parties have asserted, and may in the future assert claims against the Company related to disputes in the normal course of business. At this time, there are no such claims against the Company which are expected to be material to the Company's results of operations or financial condition.

Liquidity and Capital Resources:

As of September 30, 2024, the Company had cash of $467 compared to $1,012 as of September 30, 2023. The Company had a net working capital of $2,806 as of September 30, 2024 compared to working capital of $3,552 as at September 30, 2023. Shareholders' equity was $3,306 compared to $4,280 at September 30, 2024 and September 30, 2023 respectively. The Company generated negative cash flow during the nine months ended September 30, 2024 of $(450) comparing to negative $(10) for the nine months ended September 30, 2023. The Company has managed capital by budgeting for its working capital needs, and securing debt and equity financing in order to fund its operations.

Share Capital:

The Company's outstanding Common Shares are 153,033,313 and 152,933,313 at September 30, 2024 and 2023, respectively.

The Company's outstanding options were 10,600,000 and 2,300,000 at September 30, 2024 and 2023, respectively. The Company granted another 3,500,000 of options on February 1, 2024.

There were no changes to Common Shares of 153,033,313 as of November 14, 2024.

Investment Activities

Cash flow related to investment activities consisted of expenditures for property and equipment. In the nine months ended September 30, 2024, capital expenditures amounted to $188 compared to $111 in the nine months ended September 30, 2023. The Company will be looking to increase its capital budget over the next 24 months financed through equipment loans.

Off Balance Sheet Arrangements

There were no off balance sheet transactions entered into during the year, nor are there any outstanding as of the date of this MD&A.

Related Party Transactions

The remuneration of key management personnel of the Corporation, includes both members of the Board of Directors and leadership team, which includes the CEO and CFO, is set out below in aggregate:

Application of Critical Accounting Policies

The significant accounting policies used by the Company and critical accounting estimates and judgments made by the Company are disclosed in Notes 5 and 6 to the audited consolidated financial statements for the years ended December 31, 2023 and 2022, which are available on Sedar at www.sedar.com.

Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The emergence of new information and changed circumstance may result in actual results or changes to estimate amounts that differ materially from current estimates. The following discussion identifies the critical accounting policies and practices of the Company and helps assess the likelihood of materially different results being reported.

Inventories

Inventories are recorded at the lower of average cost or net realizable value. Charges for excess and obsolete inventory are recorded based on inventory age, shipment history and forecasted demand. The Company's business is subject to technology changes which may cause selling prices to change rapidly. Moreover, the markets that the Company serves can be volatile and actual results may vary from the Company's forecast or other assumptions, potentially impacting the Company's inventory valuation and resulting in material effects on its profit or loss.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight line method over estimated useful lives of:

• Nine years for computer equipment and software;
• Five years for office furniture and fixtures;
• Five to ten years for machinery and equipment;
• Over the shorter of the term of the lease or estimated useful life of leasehold improvements.

Useful lives, residual values, and depreciation and amortization methods are reviewed at least annually, and any changes in previous estimates are accounted for prospectively.

Financial Instruments

Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statement of financial position when the Company becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories i) those to be measured subsequently at fair value through profit or loss (FVTPL); ii) those to be measured subsequently at fair value through other comprehensive income (FVOCI); and iii) those to be measured at amortized cost, using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash flows over the expected life of the financial instrument, or where appropriate, a shorter period. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as measured at amortized cost unless they are designated as measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial

solely payment of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to the Company's own credit risk are recorded in other comprehensive income.

Expected Credit Losses and Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportable forward-looking information.

For trade accounts receivable, the Company applies the simplified approach as permitted by IFRS 9. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. Trade accounts receivable are stated net of the loss allowance. Recoveries of trade accounts receivable previously written off are recorded in profit or loss when received.

Evidence of impairment may include indications that the counterparty debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Receivables are reviewed qualitatively on a case-by-case basis and management's estimates include providing for 100% of specific customer balances when it is deemed probable that the balance is uncollectable.

Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including aging and turnover, credit worthiness, credit concentration, the existence of third-party insurance, customer relationships, and forward looking macro-economic factors in the measurement of the expected credit losses associated with trade accounts receivable.

Income Taxes

The Company applies the asset and liability approach to recording current and deferred taxes. Current income tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for a period. Deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable income is probable. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that includes the enacted or substantively enacted date.

Management periodically reviews the Company's provision for income taxes and deferred tax assets and liabilities to determine whether the overall tax estimates are reasonable. When management performs its assessments, it may be determined that an adjustment is required. These adjustments, if required, may have a material impact on the Company's consolidated financial position and profit or loss.

Foreign Currency Translation

The Company's presentation currency is the USD, being the currency in which revenue is generated and significant business activities are conducted. The functional currency of each of Wi2Wi Inc. and Wi2Wi LLC, is their local currency of USD. The functional currency of Wi2Wi (India) PRIVATE LIMITED is its local currency of Rupees. The functional currency of Wi2Wi Corporation is its local currency of Canadian dollars.

Foreign currency translation, transactions in other than the functional currency

Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at the dates of the transactions. As at a reporting date, assets and liabilities denominated in a foreign currency are translated into the functional currency, as follows:

• Foreign currency monetary items are translated using the spot exchange rate in effect at the reporting date; and
• Non-monetaryitems measured at fair value in a foreign currency are translated using the exchange rate(s) in effect as at the date(s) on which fair value was determined.

Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation as at a reporting date of assets and liabilities denominated in foreign currencies are reflected in profit or loss. There were no significant gains or losses arising from transactions denominated in currencies other than the functional currency for the Nine months ended September 30, 2024 and 2023.

Foreign currency translation, non-USD functional currency entities

For the preparation of the consolidated financial statements, all assets and liabilities are translated into the presentation currency of U.S. dollars ("USD") using the foreign exchange rate in effect as at the reporting date with Net and comprehensive income (loss) accounts translated using the average exchange rate for the reporting or applicable period. Translation adjustments arising from changes in exchange rates are reported as a component of other comprehensive income and form part of the cumulative translation account in shareholders' equity. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation account related to that foreign operation is reclassified to profit or loss as part of the profit or loss on disposal.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services, net of expected returns. The Company's performance obligations are satisfied at a point in time.

Risk Factors

The Company's business is subject to significant risks and uncertainties and past performance is no guarantee of future performance. The risks and uncertainties described below are those which the Company currently believe to be material, and do not represent all of the risks that the Company faces. Additional risks and uncertainties, not presently known, may become material in the future or those risks that are currently believed to be immaterial may become material in the future. If any of the following risks actually occur, alone or in combination, the Company's business, financial condition and results of operations, as well as the market price of our common shares, could be materially adversely affected.

Litigations

From time to time, third parties have asserted, and may in the future assert claims against the Company related to disputes in the normal course of business. At this time, there are no such claims against the Company which are expected to be material to the Company's results of operations or financial condition.

Lengthy Sales Cycle

The Company's customers will typically perform numerous tests and extensively evaluate its products before incorporating them into their systems. The time required for the testing, evaluation and design of the Company's products into a customer's equipment can take 18 months or more. Because of this lengthy sales cycle, the Company may experience a delay between the time when it increases expenses for research and development and sales and marketing efforts and the time when it generates higher revenues, if any, from these expenditures. In addition, the delays inherent in its lengthy sales cycle raise additional risks of customer decisions to cancel or change product plans. When it achieves a design win, there can be no assurance that the customer will ultimately ship products incorporating its products. The Company's business could be materially adversely affected if a significant customer curtails, reduces or delays orders during the sales cycle or chooses not to release products incorporating the Company's products. The Company's customers are not obligated to purchase products that the Company has designed for them and may cancel their orders at any time.

Competition

The Company will face significant competition. The market for IoT, connectivity solutions and precision timing and frequency control products is highly competitive and rapidly involving. More established and larger companies with strong brands and greater financial, technical and marketing resources compete with Wi2Wi and this competition is expected to intensify, and thus the Company may be unsuccessful in competing against current and future competitors. Many of the Company's competitors and potential competitors have longer operating histories, greater name recognition, complementary product offerings, a larger customer base, and longer relationships with customers and distributors, and significantly greater financial, sales, marketing, manufacturing, distribution, technical, and other resources than the Company has. As a result, they may be able to respond more quickly to customer requirements, to devote greater resources to the development, promotion, and sales of its products and to influence industry acceptance of their products better than the Company can. These competitors may also be able to adapt more quickly to new or emerging technologies or standards and may be able to deliver products with performance comparable or superior to that of the Company's products at a lower cost.

Customers

The Company sells products to OEM's, enterprises, distributors, and has sales agreements with customers comprising a significant portion of our revenue. The Company's business and future success depends on the Company's ability to maintain and build on existing relationships and develop new relationships with OEMs, enterprises, distributors, resellers and network operators. If certain significant customers, for any reason, discontinue their relationship with us or reduce or postpone current or expected purchase orders for products, or suffer from business loss, our revenues and profitability could decline materially.

Reliance on Third Party Distributors and Sales Representatives

The Company has entered into relationships with distributors and sales representatives to sell its products, and the Company will be unable to predict the extent to which these partners will be successful in marketing and selling its products. Moreover, its distributors and sales representatives may also market and sell competing products. The Company's future performance will also depend, in part, on its ability to attract additional distributors or sales representatives that will be able to market and support its products effectively, especially in markets in which it has not previously distributed its products. If it cannot retain or attract quality distributors or sales representatives, its sales and results of operations will be harmed. The inability of the Company to enter into contracts with qualified individuals could have an effect on the growth of the Company's business within the aforementioned regions.