AnalytixInsight Inc.

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ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2020

May 14, 2021

65 Queen Street West, Suite 900 Toronto, ON M5H 2M5 www.analytixinsight.com

EXPLANATORY NOTES AND CAUTIONARY STATEMENTS ........................................................................... II
CORPORATE STRUCTURE ....................................................................................................................................... 1
GENERAL DEVELOPMENT OF THE BUSINESS .................................................................................................... 1
DESCRIPTION OF THE BUSINESS ........................................................................................................................... 4
RISK FACTORS ......................................................................................................................................................... 10
DIVIDENDS ............................................................................................................................................................... 16
DESCRIPTION OF SHARE CAPITAL ..................................................................................................................... 16
MARKET FOR SECURITIES .................................................................................................................................... 16
ESCROWED SECURITIES ........................................................................................................................................ 19
DIRECTORS AND OFFICERS .................................................................................................................................. 19
AUDIT COMMITTEE DISCLOSURE ....................................................................................................................... 21
LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 23
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................... 23
TRANSFER AGENT AND REGISTRAR .................................................................................................................. 23
INTERESTS OF EXPERTS ........................................................................................................................................ 24
ADDITIONAL INFORMATION ............................................................................................................................... 24
1. PURPOSE .............................................................................................................................................. 25
1. MEMBERSHIP ...................................................................................................................................... 26
2. MEETINGS ........................................................................................................................................... 26
3. RESPONSIBILITIES ............................................................................................................................. 27
4. REPORTING RESPONSIBILITIES ..................................................................................................... 31
5. AUTHORITY ........................................................................................................................................ 31
6. ANNUAL EVALUATION .................................................................................................................... 31

EXPLANATORY NOTES AND CAUTIONARY STATEMENTS

Explanatory Notes

In this Annual Information Form (the “ AIF ”), the term “ Company ” or “ Analytix ” refers to AnalytixInsight Inc. and its subsidiaries as a whole, unless otherwise specified or the context otherwise requires.

Information contained in this AIF is given as of December 31, 2020, the financial year end of Company, with subsequent events disclosed to May 14, 2021, unless otherwise specifically stated.

Unless otherwise indicated, all currency amounts in this AIF and references to “$” are stated in Canadian dollars.

Market and industry data used throughout this AIF was obtained from various publicly available sources. Although the Company believes that these independent sources are generally reliable, the accuracy and completeness of such information are not guaranteed and have not been verified due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and the limitations and uncertainty inherent in any statistical survey of market size, conditions and prospects.

This AIF should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2020. The financial statements and management’s discussion and analysis are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) website at www.sedar.com . The Company’s financial statements are prepared in accordance with International Financial Reporting Standards.

Caution Regarding Forward-Looking Information

This AIF contains “forward-looking information” under applicable Canadian securities legislation. Forward-looking information is characterized by words such as “plan”, “expect”, “budget”, “target”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “should”, “predict”, “potential”, “continue” and other similar words, or statements that certain events or conditions “may” or “will” occur. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking information, including, but not limited to, statements regarding the Company’s strategy, plans or future financial or operating performance; the continuation and success of the Company’s partnerships with other organizations; the Company’s intentions to strengthen relationships with existing customers, and expand its customer base and its presence in the U.S. and globally; continuing investment in research, development and marketing; the Company’s intention to acquire complementary businesses and technologies; and the Company’s ability to manage its brand, increase market awareness and generate new advertiser leads.

With respect to the forward-looking statements contained in this AIF, the Company has made assumptions regarding, among other things:

interest rates;
operating and capital costs;
the Company’s ability to generate sufficient cash flow from operations and to access existing credit facilities and capital markets to meet its future obligations;
opportunities available to or pursued by the Company;
the Company’s ability to attract and retain qualified personnel or management; and
stability of general economic and financial market conditions.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements. Consequently, there is no representation by the Company that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Some of the risks and other factors, some of which are beyond the Company’s control, which could cause results to differ materially from those expressed in the forward-looking statements contained in this AIF include, but are not limited to:

general economic, market and business conditions in Canada, Europe and the United States, including reduced availability of debt and equity financing generally;
the Company’s ability to raise equity and/or debt financing on acceptable terms;
risks relating to the effective management of the Company’s growth;
liabilities and risks, including environmental liabilities and risks associated with the Company’s operations;
• the Company’s ability to attract and retain customers;
the competitive nature of the industries in which the Company operates;
competition for, among other things, capital and skilled personnel and management;
limitations on insurance;
failure to obtain industry partner and other third-party consents and approvals when required;
imprecision in estimating capital expenditures and operating expenses;
fluctuations in foreign exchange and interest rates and stock market volatility;
the Company’s ability to maintain required regulatory approvals;
political and economic conditions;
the results of litigation or regulatory proceedings that may be brought against the Company;
changes in income tax laws;
the Covid-19 pandemic; and
the other factors disclosed under “Risk Factors” in this AIF.

Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this AIF are expressly qualified by this cautionary statement. The Company is not under any duty to update any of the forward-looking statements after the date of this AIF or to conform such statements to actual results or to changes in the Company’s expectations and the Company disclaims any intent or obligation to update publicly any forwardlooking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The Company undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this AIF are qualified by this cautionary statement.

iii

CORPORATE STRUCTURE

Name, Address and Incorporation

AnalytixInsight Inc. was incorporated in the Province of Manitoba on October 1, 1999 as “Western e-com Ventures Inc.” The Company was renamed “Western e-com Inc.” on December 30, 1999, then renamed “OMT Inc.” on October 5, 2001 and finally renamed “AnalytixInsight Inc.” on July 11, 2013. On July 11, 2013, the Company was continued into the Province of British Columbia as a corporation under the Business Corporations Act (British Columbia). The Company’s shares are listed on TSX Venture Exchange under the symbol “ALY”. On July 11, 2013, the Company consolidated its share capital on a three existing shares for one new share basis. On August 18, 2014, the Company was continued into the Province of Ontario as a corporation under the Business Corporations Act (Ontario) (“ OBCA ”). The Company’s registered and head office address is located at 65 Queen Street West, Suite 900, Toronto, ON, M5H 2M5.

Intercorporate Relationships

The Company has one wholly-owned subsidiary, Euclides Technologies Inc. (“ Euclides ”), a Delaware company. The Company also owns a 49% interest in MarketWall S.r.l. (“ MarketWall ”), an Italian company. The following is an organizational chart illustrating the inter-corporate relationships between the Company and its subsidiaries, which together comprise the consolidated Company, and the jurisdiction of organization of each such entity, as at the date hereof:

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AnalytixInsight Inc.
(Ontario)
100% 49%
Euclides Technologies, MarketWall SRL
Inc. (Italy)
(Delaware, USA)
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GENERAL DEVELOPMENT OF THE BUSINESS

CPC IPO and Qualifying Transaction of the Company

The Company was initially formed as a capital pool company (CPC) pursuant to the policies of the Winnipeg Stock Exchange (“ WSE ”). As such, the sole business of the Company had been to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Canadian Venture Exchange (which later became the TSX Venture Exchange (“ TSXV ”). The Company did not carry on any other business until the completion of the Qualifying Transaction (as defined below).

On January 24, 2001, the Company entered into a letter agreement, pursuant to which the Company had agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of OMT Technologies Inc. (“ OMT ”) and satisfy all of OMT’s shareholders’ loans then outstanding. This transaction was the Company’s “qualifying transaction” under the policies of the TSXV (the “ Qualifying Transaction ”).

On August 15, 2001, the Company closed the Qualifying Transaction by completing its acquisition of OMT.

In connection with the Qualifying Transaction, the Company changed its name from “Western e-com Inc.” to “OMT Inc”.

Acquisition of AnalytixInsight Inc. and CapitalCube

On June 28, 2013, the Company entered into a definitive share acquisition agreement with AnalytixInsight Inc., a Delaware company (“ Analytix USA ”), to acquire all of the issued and shares of Analytix USA.

On July 11, 2013, the Company completed the acquisition of Analytix USA (the “ Analytix USA Transaction ”) and changed its name from “OMT Inc.” to “AnalytixInsight Inc.” In connection with this acquisition, the Company consolidated its issued and outstanding common shares on a 3 for 1 basis. As consideration for the shares of Analytix USA, the Company issued 10,000,000 post consolidation common shares to the security holders of Analytix USA.

As a result of the Analytix USA Transaction, Analytix USA became a wholly owned subsidiary of the Company and changed its name to CapitalCube Corp. (“ CapitalCube ”).

On July 31, 2014, the Company sold all of the issued and outstanding shares of its wholly owned subsidiary, OMT Technologies Inc. (“ OMT Tech ”), which is a provider of technology and solutions to the media and broadcast industry, in exchange for forgiveness and cancellation of all debt related to OMT Tech.

MarketWall

In January 2014, the Company established a subsidiary, MarketWall S.r.l. (formerly Stockwall S.r.l.) (“ MarketWall ”), based in Milan, Italy. MarketWall has been formed to focus on mobile opportunities, primarily a relationship with Samsung Electronics (“ Samsung ”) as well as to focus on opportunities in the business to business (“ B2B ”) and business to business to consumer spaces. On April 8, 2016, the Company and Grupo Intesa Sanpaolo (“ Intesa Sanpaolo ”) executed a definitive agreement (the “ Intesa Sanpaolo Agreement ”) pursuant to which Intesa Sanpaolo exercised their option to acquire a 33% share in MarketWall for EUR 212,691 (approximately $315,230) in return for a multi-year licensing revenue of approximately $2 million per year, diluting the Company’s ownership in MarketWall to 67%. On October 11, 2016, the Company’s ownership was further diluted to 49% by Intesa Sanpaolo and a local partner, including management. This is consistent with the Company’s strategy of preparing to spin out MarketWall by listing MarketWall’s shares on a stock exchange or disposing of the Company’s MarketWall shares by way of a trade sale.

Euclides (formerly CapitalCube)

On March 16, 2017, the Company, through CapitalCube completed the acquisition of certain assets of Euclides Technologies, Inc. (“ Euclides ”) relating to Euclides’ field service management integration business (the “ Euclides Transaction ”).

Pursuant to the Euclides Transaction, Analytix paid USD$200,000 in cash and issued 5,389,400 of its common shares as consideration for the assets of Euclides. At the time of closing of the Euclides Transaction, Euclides had achieved the revenue milestone terms as set out in the asset purchase agreement therefore Analytix issued to Euclides 3,311,125 common share purchase warrants (the “ Milestone Warrants ”). Each Milestone Warrant allowed the holder thereof to purchase one (1) Common Share at a price of $0.20 per share until March 16, 2020. All of the securities issued by the Company pursuant to the Euclides Transaction were subject to a lock-up agreement which have since expired.

In connection with the Euclides Transaction, CapitalCube changed its name to “Euclides Technologies, Inc.”

Significant Acquisitions

The Company did not complete any significant acquisitions during its financial year ended December 31, 2020.

Three Year History

Financial Year Ended December 31, 2020

On November 17, 2020, the Company announced that MarketWall launched several new updates available to users of its financial portal MarketWall.com as it prepares its wholly-owned European online financial broker subsidiary, InvestoPro SIM (“ InvestoPro ”).

On November 10, 2020, the Company announced that it will develop AI-based solutions tailored for the Field Service Management (“ FSM ”) industry for integration under the Company’s partnership with global enterprise software vendor IFS, as well as other FSM software solutions providers.

On October 16, 2020, the Company announced that it closed its previously announced non-brokered private placement. The Company has issued 3,059,637 units at a price of $0.55 per unit for gross proceeds of $1,682,800.35. Each unit was comprised of one Common Share and one-half of one Common Share purchase warrant. Each whole share purchase warrant will entitle the holder thereof to purchase one Common Share at a price of $0.75 at any time prior to October 16, 2022.

Also on October 16, 2020, the Company announced that it entered into a capital markets advisory agreement with Sophic Capital Inc. (“ Sophic ”). Sophic is a comprehensive capital markets advisory firm focused on microcap growth companies. Sophic will manage Analytix’s investor relations activities, focusing on increasing investor awareness by advancing Analytix's communications strategy with shareholders, investors, investment dealers and other financial professionals. The agreement with Sophic is effective for a 12-month term and Sophic is entitled to receive (i) a monthly fee of $7,000, and (ii) 400,000 stock options. The options vest in four equal instalments over a period of 12 months and may be exercised at a price of $0.68 per option for a period of three years from the date of grant.

On August 24, 2020, the Company reported that InvestoPro will be offering options & derivatives trading in addition to stock trading.

On June 16, 2020, the Company announced that MarketWall appointed a board of directors of InvestoPro. MarketWall also applied to become a European online financial broker through InvestoPro. The board of directors of MarketWall remained unchanged, consisting of Massimo Tessitore, Marco Roscio Ricon and Prakash Hariharan.

On June 3, 2020, the Company announced that MarketWall incorporated a wholly-owned subsidiary that will do business as “InvestoPro” as its European online financial broker, following regulatory approvals. InvestoPro will offer online stock trading and FinTech-enabled services on multi-device trading platforms (e.g., mobile, wearables, smartTV) combined with research and financial education. InvestoPro will use Intesa Sanpaolo as its execution broker. InvestoPro will be offered initially in Italy with intentions to expand to other European countries. InvestoPro will offer discounted stock trading commissions and other services that are designed to give individual investors greater control over their investments and trading.

On April 2, 2020, the Company announced that it is supporting investors and investment professionals in this period of market volatility and work-from-home environment by offering free access to its CapitalCube financial analytics platform during the COVID-19 pandemic.

Financial Year Ended December 31, 2019

On July 15, 2019, the Company announced its 49%-owned subsidiary MarketWall, a FinTech company specialized in stock-trading solutions, has made application to become an online financial broker in Italy, with plans to expand to other European countries.

On June 25, 2019, the Company closed its previously announced non-brokered private placement (the “ Offering ”). The Offering was increased from $1,300,000 to $1,600,000 as a result of higher demand. The Company has issued 4,000,000 units (the “ Units ”) at a price of $0.40 per Unit for gross proceeds of $1,600,000. Each Unit is comprised of one common share of the Company (a “ Common Share ”) and one half of one Common Share purchase warrant. Each whole Warrant (a “ Warrant ”) will entitle the holder thereof to purchase one Common Share at a price of $0.65 at any time prior to June 25, 2022.

Financial Year Ended December 31, 2018

On July 31, 2018, the Company announced that its wholly owned subsidiary, Euclides, has joined the IFS Partner Network (“ IFS ”) as a channel partner in North America. Euclides will now sell and implement IFS Field Service Management™ (FSM) and IFS Planning and Scheduling Optimization™ (PSO) software. IFS, a global company with over 3,500 employees, develops and delivers enterprise software for customers around the world who manufacture and distribute goods, maintain assets, and manage service-focused operations. Together, Euclides and IFS will help organizations maximize operational efficiency, increase revenue, reduce costs and improve customer satisfaction. Euclides will deliver IFS FSM, which addresses the entire, end-to-end service lifecycle including advanced inventory logistics, reverse logistics, contract management, warranty management and data from the internet of things (IoT). Euclides will also deliver the extended functionality of IFS PSO - intelligent, dynamic scheduling software that can be optimized by several criteria to increase profit, reduce cost and ensure service level agreement compliance.

On May 16, 2018, the Company announced that it had entered into a distribution agreement with Thomson Reuters (TSX/NYSE: TRI) whereby Thomson Reuters will distribute financial research reports created by Analytix’s artificial intelligence platform to customers on its financial desktop applications Eikon and Thomson One. This allows Thomson Reuters to offer unique AI-based financial research and increased content coverage of publicly traded issuers. As part of this agreement, Thomson Reuters will supply financial data to Analytix, and distribute content generated by Analytix’s machine-learning platform, which will be distributed to clients and third parties.

Recent Developments

On May 13, 2021, the Company announced that the board of directors of InvestoPro approved a strategic plan for the promotion of InvestoPro to certain Intesa Sanpaolo customers.

On March 29, 2021, the Company announced that InvestoPro secured its regulatory approval from CONSOB, (Commissione Nazionale per le Società e la Borsa), the Italian financial markets regulator, to be a full-fledged online and digital broker to trade stocks, bonds, options and other financial instruments within the regulatory framework in the EU.

On March 17, 2021, the Company reported that it had expanded its AI-driven research solution with Refinitiv to include ESG analytics.

On February 26, 2021, the Company announced that MarketWall launched its next-generation trading platform, GEMINA, which is available to banks and brokers as a white label B2B product offering.

On February 18, 2021, the Company announced that it will add its proprietary AI-based quality scoring metrics for stocks listed on InvestoPro.

DESCRIPTION OF THE BUSINESS

General

The Company has created an innovative big data analytics platform and technology engine that processes large amounts of data, rulesets, analysis models, and logical arguments to generate insights. The platform has narrative capabilities to auto-generate reports for ease of consumption by end-users, as well as predictive analytics capabilities. This is done through a machine learning Natural Language Processing algorithm that generates insights. These include scores, peer analysis, benchmarking and other attributes related to predictive analytics.

While the current application of this AI engine is in the financial analytics space, the platform and engine are applicable to other sectors and datasets. The Company is considering opportunities to expand into the generation of social media analytics, retail sector analytics, gaming, and other areas, all of which can be serviced by the backbone platform with some amount of customization. Following the acquisition of Euclides, described above, the Company is integrating Workforce Management (“ WFM ”) modules into its existing AI machine learning platform to roll out an application in this space.

Institutional clients are largely served through two products offered by the Company: Composer and Connect. The Composer product allows for easy customization of the Company’s platform output to meet the content generation needs of institutional customers. The Connect service allows for the easy delivery, integration and licensing of the content. All of the Company’s existing institutional customers – including several leading business and media portals, educational institutions, hedge funds and stock exchanges are serviced by a combination of Composer and Connect. The Company is currently pursuing opportunities that will allow it to better service enterprise licensing opportunities with institutional customers.

The Company, with its unique machine learning platform has been reviewing distributed ledger technology to reduce settlement times and enable peer-to-peer exchange of trades for the users of CapitalCube and MarketWall, each discussed in greater detail below. For this initiative, a decentralized method of handling transactions will need to be developed where the trust of accurately executing the transaction and maintaining evidence of the transaction is placed on the network (the blockchain) and not on a single repository / intermediary, like a bank or clearing agency. MarketWall is currently being licensed to Intesa Sanpaolo, a tier 1 bank in Europe, and the Company is in the process of internal evaluation and development of partners for this initiative. This initiative will require significant regulatory oversight and with the current plans to move into the full-fledged discount broker space, these plans have been deferred. It is also significant to note that the regulatory framework for such changes has not yet been finalized to encompass such a pan-European initiative. This decentralization will result in significant increases of computing power to validate and authenticate the transactions but will reduce the time required to authenticate a transaction. In addition to the required regulatory oversight, the increased computing power and associated costs have presented a challenge to moving this initiative forward.

The Company will continue to evaluate such initiatives which are contiguous with its AI platform, using a distributed ledger technology to reduce transaction costs and settlement times for its users and partners in CapitalCube and MarketWall.

Summary – CapitalCube

CapitalCube is a flagship product of the Company that provides analysis on stocks listed on every exchange around the globe, providing coverage to more than 40,000 stocks, including under-serviced small and midcap stocks that often are inadequately covered. The Company runs structured data through its AI engine and creates content pieces that are an outcome of a series of rigorous data analytics that generates scores, peer analysis and predictive analytics. In the near-term, the Company’s efforts are focused on driving traffic and registrations for the retail on-line and mobile business for the individual business segment. CapitalCube’s website provides a subscription service to individual customers, primarily retail investors, financial advisors and professional financial analysts. CapitalCube’s institutional partnerships with leading finance portals like Yahoo! Finance and the Wall Street Journal (www.wsj.com) have increased awareness and driven additional traffic to CapitalCube’s individual customer segment. CapitalCube is working to expand the scope of these partnerships and expects to benefit from additional traffic in the coming quarters. CapitalCube’s customers also include hedge funds that use the AI driven machine generated analytics and scores for quantitative benchmarking and internal models. Additionally, CapitalCube currently supplies value-added financial analysis and content through its machine learning platform to stock exchanges in Europe and Asia, and powers their financial portals. The content includes key ratios and charts on all listed companies of these exchanges. This content is created from the Company’s AI platform through a rigorous set of computations and data analytics. CapitalCube is often the only provider of full coverage of the listings on a given exchange. This value-added analysis on all listed stocks of an exchange provides benefit for retail and institutional clients and facilitates liquidity and trading volumes, particularly for under-covered stocks on an exchange. It also provides exchanges with access to the unique algorithmically generated content, predictive analytics and value-added research from CapitalCube to benefit the millions of unique visitors to their websites and their mobile app users. Moreover, the licensing agreements include partnerships with the exchanges where the exchanges market and sell CapitalCube’s Pro subscription licenses to various brokers, financial institutions and listed corporations in their respective countries. The Company is regularly in discussions with brokerages, stock exchanges, educational institutions and business media properties to license its content. This market segment is expected to grow and advance as investors seek access across websites and portals for the kind of content generated by CapitalCube. CapitalCube is also in discussions with large financial institutions to provide custom research and analytics by licensing the Composer product to create customized narratives based on client-proprietary data. CapitalCube derives revenues from subscription fees, licensing fees, advertising and development work.

CapitalCube provides AI-driven research reports to Refinitiv, an LSEG (London Stock Exchange Group) business and one of the world’s largest providers of financial markets data and infrastructure. Under the Refinitiv initiative, CapitalCube has already published more than 13,000 reports on company earnings, dividend quality, and pre-revenue company analysis, and has now embedded ESG scores and ESG metrics into its proprietary analysis and narratives. ESG (Environmental, Social, and Governance) is commonly used as a generic term by investors and regulators to evaluate corporate behaviors. ESG factors are rapidly increasing in importance by investment professionals when making investment decisions. For example, a recent study by the European Fund and Asset Management Association reports that asset managers in Europe manage almost EUR 11 trillion in assets that take some form of ESG considerations into account.

Summary - Euclides

Euclides Technologies, Inc., based in New York, New York, is a fully owned subsidiary of the Company and expert system integrator for WFM and field service management integration. Euclides is led by a team with decades of deep industry experience in the development and implementation of WFM for large global corporations. The team has a proven track-record of expert services and successful implementations, as well as a large client base with worldwide customers representing over 100,000 field service personnel across multiple industries. These range from Power and Utilities to big box retailers that deploy field personnel. Euclides has a deep understanding of the increasing amount of data generated within the WFM industry. The Company’s machine learning platform will empower WFM companies to increase efficiencies of their large-scale operations through performance data tracking, quality control tools and solutions that may be leveraged across verticals to optimize workflow and performance.

Summary – MarketWall

MarketWall is a 49%-owned FinTech online digital solutions provider to major financial services firms in Europe. It draws an audience of over 2.5 million monthly visitors through its multi-device platform and social media presence. As a Samsung Electronics partner, MarketWall’s financial apps are preloaded on certain Samsung devices in Europe.

MarketWall has developed InvestoPro, a European online broker that has received regulatory approval from CONSOB (Commissione Nazionale per le Società e la Borsa), the Italian financial markets regulator. InvestoPro has been jointly introduced to the market by MarketWall, AnalytixInsight, and Intesa Sanpaolo, whose customers will be able to access online trading with their bank credentials. InvestoPro facilitates trading in stocks, options, and derivatives, and uses Intesa Sanpaolo as its execution broker. MarketWall’s editorial team publishes investor-related content on InvestoPro, providing weekly stock market summaries, worldwide financial market outlooks, educational content for stocks, bonds, currencies, new emerging industry trend analysis, and more.

InvestoPro Lite is available as a Progressive Web App (PWA). PWAs function like web browsers with the convenience of an app-like format that can be downloaded to the home screen of any device (desktop, mobile, tablet) for quick access. PWAs require less memory space and data usage compared to native apps while offering quicker load times and the ability to use certain features when offline.

MarketWall offers its next-generation trading platform, GEMINA, as a white label B2B product offering. GEMINA allows MarketWall to approach banks and brokers globally to license the online broker solution for deployment under their brand. GEMINA will interconnect to that bank or broker’s existing trading platform. For example, a traditional full-service broker in Canada that does not have a retail online discount offering can simply license GEMINA for deployment under its existing brand, thus avoiding the time and costs for it to develop its own offering. With retail traders now flocking to online trading platforms, traditional brokers are now forced to offer online trading to avoid losses of clients or assets. GEMINA is the solution and is fully customizable by the broker.

MarketWall is 33% owned by Intesa Sanpaolo, the leading bank in Italy and one of the top banking groups in Europe with a market capitalization of approximately 45 billion euro. The bank has a strong digital proposition, with approximately 11.6 million multichannel customers and approximately 7.1 million customers using the Intesa Sanpaolo App. It offers commercial, corporate investment banking, asset management, and insurance services. The Intesa Sanpaolo Group has approximately 14.7 million customers in Italy who are assisted through both digital and

traditional channels. It also has 7.1 million international customers which it serves through its commercial banking subsidiaries present in 12 countries in Central-Eastern Europe, the Middle East and North Africa, and through an international network dedicated to corporate customers in 26 countries. Intesa Sanpaolo is considered one of the most sustainable banks in the world.

MarketWall’s customers are primarily institutional firms. MarketWall continues to benefit from the branding and marketing support it receives from the partnership with Samsung, as well as other hardware manufacturers like MiiA and Netrange. These partnerships have significantly increased the number of downloads of the MarketWall app. These downloads, along with MarketWall’s partnerships with leading financial data and news providers such as Morningstar, BATS, and others, have provided the ability to pursue institutional customer opportunities. MarketWall currently has a five-year licensing and integration project with Intesa Sanpaolo, one of the leading financial institutions in the world. As part of the project, Intesa Sanpaolo will incorporate MarketWall’s mobile capabilities with their existing product and service portfolios for their retail banking customers.

MarketWall’s licensing deal with Intesa Sanpaolo accounted for a significant portion of revenues for MarketWall. In addition, MarketWall also derives revenues from subscription fees, licensing fees, advertising and development work for other institutional customers apart from Intesa Sanpaolo. 2017 was an inflection point for MarketWall, as it reported an operating profit of $1.0 million for the first time in its operating history. In 2018, MarketWall reported an operating profit of $0.4 million and in 2019, reported operating profits of $1.4 million, due to significant growth in its business. MarketWall is currently pursuing business opportunities in the B2B segment, including incorporating trade execution and payments solution capabilities.

On March 23, 2021, MarketWall secured regulatory approval for InvestoPro from CONSOB, (Commissione Nazionale per le Società e la Borsa), the Italian financial markets regulator, to be a full-fledged online and digital broker to trade stocks, bonds, options and other financial instruments within the regulatory framework in the EU.

None of the Company’s total consolidated revenue for the fiscal years ended December 31, 2020 and 2019 was derived from MarketWall.

Production and Services – CapitalCube, Euclides and MarketWall

The Company’s product and technology platform is used to service CapitalCube, Euclides’ WFM modules and MarketWall. These entities in turn, service a variety of customers across both the individual and institutional segments as well as businesses that deploy WFM solutions. The Company continues to build its individual and institutional customer bases within the business lines of its subsidiary in the financial analytics space through CapitalCube and MarketWall, and in the WFM space through Euclides.

The Company’s platform regularly performs more than 100 billion computations everyday – across multiple data sources. The core is a model driven architecture, wherein all the rules and decisions are expressed through models for fast implementations. In addition, the platform works with the following features:

An abstracted entity model
Extensible logical data model
Extensible business concepts model (entity type, regulation type, etc)
Extensible computation model (currently includes over 100 mathematical functions)

The engine’s learning capabilities include the ability to arrive at decisions based on inference rules. The learning includes support from various patterns such as decision trees, decision tables, scores, dynamic computations. Finally, the engine also includes a rules-based narration engine that generates text, tables and charts for creating natural reports.

Specialized Skill and Knowledge – CapitalCube and MarketWall

The skills and knowledge required to develop the AI platform and to design and implement products and services on the platform include big data analytical processing, large database operations, financial analysis and research capabilities and machine learning techniques. All of these skills are present in the Company and the team is

experienced to implement these technologies for satisfying customer requirements. More specifically, the CapitalCube and MarketWall teams have uniquely specialized skills for data analytics and transitioning such information into natural language processing algorithms to create content. A big portion of the architecture is built on creating machine learning through data computations from filings of publicly-listed securities globally across all stock exchanges. These include close to 100 billion data computations to create a technological platform that create peer groups, heat maps and other predictive indicators from raw structured financial data. An extension of the content creation has been the development of Robo Advisor that is able to create optimal portfolios across Markowitz efficient frontier.

Specialized Skill and Knowledge – Euclides

The Euclides team has over three decades of collective work experience in Workflow analytics and FSM. The team has collectively been system integrators for Clicksoftware Solutions that was acquired by Salesforce Inc. The team is currently involved in developing unique AI solutions for FSM based on cybernetics to facilitate insightful learnings from data generated by the FSM industry through its partnership with global enterprise vendor IFS.

Competitive Conditions

The Company competes with a substantial number of companies in the industries in which it operates, some of which have greater technical and financial resources. To create differentiation with its competitors, the Company has aligned with strategic partners within each industry.

CapitalCube – the Company faces competition from financial research providers such as S&P Capital IQ, Sentieo, Simply Wall St., Finviz, and has partnered with Refinitiv, a global provider of financial market data.

Euclides – the Company faces competition from various other software system integrators and has partnered with IFS who develops, sells, and implements component-based business software.

MarketWall – the Company faces competition from other online stock-trading firms that are bank-operated or independently-operated such as Interactive Brokers, Robinhood, Questrade and others. The Company established MarketWall as a joint venture with Intesa Sanpaolo, one of the largest banking groups in Europe, who owns 33% of MarketWall.

New Products - CapitalCube

CapitalCube launched ESG Analytics in March 2021. ESG (Environmental, Social, and Governance) is commonly used as a generic term by investors and regulators to evaluate corporate behaviours. ESG factors are rapidly increasing in importance by investment professionals when making investment decisions. For example, a recent study by the European Fund and Asset Management Association reports that asset managers in Europe manage almost EUR 11 trillion in assets that take some form of ESG considerations into account. CapitalCube now provides ESG performance analysis and ESG scoring summaries on the approximately 9,000 global companies who report their ESG measures. An ESG narrative commentary and peer comparison chart is now embedded within CapitalCube’s earnings report. Over the past six months CapitalCube has published more than 3,000 earnings reports under the Refinitiv initiative.

New Products - Euclides

The Company’s new non-ClickSoftware platform, which will include among other features, a new product rollout with enhanced machine learning, new user interface and advanced data analytics, is currently under development. The launch is through a collaborative effort with global enterprise vendor IFS, and is designed to improve workforce optimisation and scheduling in the FSM industry. This is a follow up to the partnership announced by Euclides with IFS in 2018.

New Products - MarketWall

In April 2021, MarketWall launched a new digital stock-trading platform, InvestoPro. InvestoPro offers online stock trading and FinTech-enabled services on multi-device trading platforms (e.g., mobile, wearables, smart-TV) combined

with research and financial education. InvestoPro will use Intesa Sanpaolo as its execution broker and will be offered initially in Italy further expanding to other European countries. InvestoPro will offer discounted stock trading commissions and other services that are designed to give individual investors greater control over their investments and trading. InvestoPro will also offer options & derivatives trading in addition to stock trading.

In February 2021, MarketWall launched GEMINA, a trading platform for banks and brokers that is offered as a white label B2B product offering. GEMINA is a multi-device (PC, smartphone, tablet, smart TV) trading platform that provides financial quotes, stock charts, data, research tools, and more. It is available as a white label B2B trading platform for banks and brokers to interface with their existing systems via FIX protocol. GEMINA is offered as a cloud-based service (Microsoft Azure), or as an on-premises service.

In November 2020, MarketWall launched InvestoPro Lite, which is available as a progressive web app (“ PWA ”). PWAs function like web browsers with the convenience of an app-like format that can be downloaded to the home screen of any device (desktop, mobile, tablet) for quick access. PWAs require less memory space and data usage compared to native apps while offering quicker load times and the ability to use certain features when offline.

Intangible Properties

Management has considered and determined that there are no identifiable intangible properties that are materially important to the Company.

Cycles – CapitalCube and MarketWall

Management has considered and determined that CapitalCube’s and MarketWall’s businesses are not materially cyclical or seasonal.

Cycles - Euclides

The bulk of Euclides’ revenues are derived from signed enterprise clients and are weighted in the second half of the year.

Economic Dependence – CapitalCube and Euclides

Management has considered and determined that there are no contracts on which CapitalCube and Euclides are substantially dependent.

Economic Dependence – MarketWall

MarketWall is substantially dependent on the Intesa Sanpaolo Agreement, since a significant portion of its revenues were derived pursuant to such agreement.

Changes to Contracts

Management has considered and determined that there are no aspects of the Company’s businesses that are reasonably expected to be affected in the current financial year by renegotiation or termination of any contracts.

Employees

As at the most recent financial year end, the Company had approximately 10 employees and consultants, Euclides had approximately 12 employees and consultants and CapitalCube did not directly have any employees or consultants. MarketWall had approximately 38 employees and consultants.

Foreign Operations – CapitalCube and Euclides

Management has considered and determined that CapitalCube and Euclides are not materially dependent on foreign operations.

Foreign Operations - MarketWall

MarketWall operates entirely in the European market, particularly in Italy, and is therefore dependent upon operations conducted outside of Canada. Please see “ Risk Factors - The Company has significant foreign operations, and there are risks involved with foreign operations ” for more information.

Lending

The Company does not have investment policies or lending and investment restrictions, other than those imposed by the TSXV.

RISK FACTORS

The Company’s business, operations, financial results and prospects are subject to the normal risks of its industry and are subject to various factors which are beyond the control of the Company. Certain of these risk factors are described below. The risks described below are not the only ones facing the Company. Additional risks not currently known to the Company, or that it currently considers immaterial, may also adversely impact the Company’s business, operations, financial results or prospects, should any such other events occur.

Risks Relating to the Financial Condition of the Company

Future Operations

Presently, the Company’s revenues are not sufficient to meet operating and capital expenses and the Company has incurred operating losses since inception, which are likely to continue for the foreseeable future.

The issuance of additional equity securities by the Company could result in a significant dilution in the equity interests of the current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments.

There are no assurances that the Company will be able to obtain further funds required for continued operations. The Company is pursuing various financing alternatives to meet its long-term financial requirements. There can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, it will be forced to scale down or perhaps even cease the operation of its business.

The Company’s cash flow and funds in reserve may not be sufficient to fund its ongoing activities

The Company’s cash flow and funds in reserve may not be sufficient to fund its ongoing activities at all times and from time to time it may require additional financing in order to carry out its activities. In addition, the Company may incur major unanticipated liabilities or expenses. Although the Company has been successful in the past in financing its activities, there can be no assurance that the Company will be able to obtain additional financing on commercially acceptable terms. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of Company. There is risk that if the economy and banking industry experienced unexpected and/or prolonged deterioration, the Company’s access to additional financing may be affected. This may be further complicated by the limited market liquidity for shares of smaller companies such as the Company, restricting access to some institutional investors. Due to uncertainty in the capital markets, the Company may from time to time have restricted access to capital and increased borrowing costs. To the extent that external sources of capital become limited, unavailable, or available on onerous terms, the Company’s ability to make capital investments and maintain existing assets may be impaired, and its assets, liabilities, business, financial condition, results of operations and prospects may be affected materially and adversely as a result.

Market conditions may limit the Company’s ability to access capital

As a result of the weakened global economic situation, the Company, along with all other companies, may face reduced cash flow and restricted access to capital until these conditions improve. A prolonged period of adverse market conditions may impede the Company’s ability to grow and complete additional acquisitions, if desired. In each case, the Company’s business, financial condition, results of operations and prospects would be adversely affected.

Risks Relating to the Business and Industry of the Company

Competition and Technological Obsolescence

The markets for the Company’s products and services experience ongoing technological changes and the Company must compete with existing technology and service providers, new companies and advancing technologies. In order to remain fully competitive, the Company must continue to innovate and respond with advanced generations of software, products and services. The inability to react in a timely fashion to technological and competitive changes could have a negative impact on the Company and its ability to attract and retain customers. Moreover, the highly competitive market in which the Company operates could cause the Company to reduce its prices and offer other favorable terms in order to compete successfully with its rivals. These practices could, over time, limit the prices that the Company can charge for its products and services. If the Company was unable to offset such potential price reductions from software sales and related products it could negatively impact the Company’s profit margins and operating results.

The Company’s industry is subject to rapid technological changes

Rapid technological changes may increase competition and render the Company’s technologies, products or services obsolete or cause the Company to lose market share. The online (including mobile) financial analytics space is subject to rapid and significant changes in technology, frequent new service introductions and evolving industry standards. Such changes may adversely affect the Company’s revenue. There can be no assurance that the Company can improve the features, functionality, reliability and responsiveness of its products and services to meet the changing demands of its users that are based on new communications technologies. Similarly, the technologies that the Company employs may become obsolete or subject to intense competition from new technologies in the future. If the Company fails to develop, or obtain timely access to, new technologies, or if it fails to obtain the necessary licenses for the provision of services using these new technologies, the Company may lose its users and market share, and its business, results of operations and prospects would be adversely affected.

The Company may experience difficulties in managing growth

The Company continues to experience growth in headcount and operations, which will continue to place significant demands on management and operational, financial and technological infrastructure. As growth continues, the Company must expend significant resources to identify, hire, integrate, develop and motivate a large number of qualified employees. If the Company fails to effectively manage hiring needs and successfully integrate new hires, the Company’s ability to continue launching new products and enhance existing products could suffer.

To effectively manage growth, including managing its various contractual and regulatory obligations, the Company will need to continue spending significant resources on improving its technology infrastructure, operational, financial and management controls, and reporting system and procedures by, among other things:

monitoring and updating the Company’s technology infrastructure to maintain high performance and minimize down time;
enhancing information and communication systems to ensure that the Company’s employees and offices around the world are well coordinated and can effectively communicate with each other;
enhancing the Company’s internal controls to ensure timely and accurate reporting of all of the Company’s operations; and

appropriately documenting the Company’s information technology systems and the Company’s business processes.

These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources. If the Company fails to implement these enhancements and improvements effectively, then the Company’s ability to manage expected growth and comply with the rules and regulations that are applicable to public reporting companies will be impaired.

The Company is dependent on certain key personnel

The loss of any key members of the management team or other key personnel may impair the Company’s ability to continue to develop its products, or otherwise manage its business effectively. The Company’s success depends, in part, on the continued contributions of its senior management and key personnel, many of whom are well experienced in the financial analytics software industry and have in depth knowledge of various aspects of the development of a financial analytics software business.

Failure to protect or enforce the Company’s intellectual property rights or the costs involved in such enforcement could harm the Company’s business and operating results

Protection of the trade secrets, copyrights, trademarks, trade dress, domain names and other product rights of the Company are critical to its success. The Company protects intellectual property rights by relying on federal, provincial, state and common law rights, as well as contractual restrictions. The Company enters into confidentiality and invention assignment agreements with its employees and contractors and confidentiality agreements with parties with whom it conducts business in order to limit access to, and disclosure and use of, its proprietary information. However, these contractual arrangements and the other steps the Company has taken to protect its intellectual property may not prevent the misappropriation of its proprietary information or deter independent development of similar technologies by others.

The Company currently does not own any material registered trademarks, copyrights or patents or have any material trademark, copyright or patent registrations pending, and the Company has not made any applications for such intellectual property registrations and has no present intention to do so in the near future. Should the Company determine to seek to register its material intellectual property in one or more jurisdictions, it would likely be a process that is expensive and time consuming and may not be successful in any or all of such jurisdictions. The absence of registered intellectual property rights, or the failure to obtain such registrations in the future, may result in the Company being unable to successfully prevent its competitors from imitating its solutions or using some or all of its processes. Such imitation may lead to increased competition within the finite market for the Company’s products. Even if such registered intellectual property rights were to be issued to the Company, its intellectual property rights may not be sufficiently comprehensive to prevent its competitors from developing similar competitive products and technologies.

Litigation may be necessary to enforce the intellectual property rights of the Company. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect the business and operating results of the Company. Moreover, due to the differences in foreign patent, trademark, trade dress, copyright and other laws concerning proprietary rights, the Company’s intellectual property rights may not receive the same degree of protection in foreign countries as it would in Canada or the United States. The Company’s failure to possess, obtain or maintain adequate protection of its intellectual property rights for any reason in these jurisdictions could have a material adverse effect on its business, results of operations, financial condition and prospects.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the

disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

The Company may be subject to intellectual property disputes, which are costly to defend, could require the Company to pay significant damages and could limit the Company’s ability to use certain technologies in the future

The Company may face allegations that it has infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from its competitors and former employers of the Company’s personnel.

If the Company’s products or solutions employ subject matter that is claimed under its competitors’ intellectual property, those companies may bring infringement actions against the Company. Whether a product infringes a patent or other intellectual property right involves complex legal and factual issues, the determination of which is often uncertain.

Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to litigate, and the results are difficult to predict. The Company may not have the financial and human resources to defend against any infringement suits that may be brought. As the result of any court judgment or settlement, the Company may be obligated to cancel the launch of a new product offering, stop offering a product or certain features of a product, pay royalties or significant settlement costs, purchase licenses or modify the Company’s software and features, or develop substitutes, any of which could have a negative effect on its business, results of operations and prospects.

In addition, the Company uses open source software in its products and expects to continue to use open source software in the future. From time to time, the Company may face claims from companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require the Company to purchase a costly license or require the Company to devote additional research and development resources to change its products, any of which would have a negative effect on its business, results of operations and prospects.

The Company may have difficulties integrating acquisitions

The Company has acquired businesses, personnel and technologies in the past and expects to continue to pursue acquisitions that are complementary to its existing business and expand its employee base and the breadth of its offerings. The Company’s ability to grow through future acquisitions will depend on the availability of suitable acquisition and investment candidates at an acceptable cost, the ability to compete effectively to attract these candidates and the availability of financing to complete larger acquisitions. Since the Company expects the financial analytics industry to consolidate in the future, the Company may face significant competition in executing its growth strategy. Future acquisitions or investments could result in potential dilutive issuances of equity securities, use of significant cash balances or incurrence of debt, and contingent liabilities or amortization expenses related to goodwill and other intangible assets, any of which could adversely affect the financial condition, results of operations and prospects of the Company. The benefits of acquisition or investment may also take considerable time to develop, and the Company cannot be certain that any particular acquisition or investment will produce the intended benefits.

System failures, delays and other problems could have a material adverse effect on the Company

System failures, delays and other problems could harm the Company’s reputation and business, cause it to lose customers and expose it to customer liability. The Company’s system architecture is contingent on its ability to process a high volume of transactions in a timely and effective manner. The Company may experience failures or interruptions of its systems, products and services, or other problems in connection with its operations as a result of, amongst others things:

damage to or failure of its computer software or hardware or its infrastructure and connections;
• data processing errors by its systems;

computer viruses or software defects; and
physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events.

If the Company cannot adequately ensure that its network services perform consistently at a high level or otherwise meet its customers’ expectations:

it may experience damage to its reputation, which may adversely affect its ability to attract or retain customers for its existing products and services, and may also make it more difficult for the Company to market its existing or future products and services;
it may suffer significant damage or expose itself to customer liability claims, under its contracts or otherwise;
its operating expenses or capital expenditures may increase as a result of corrective actions that the Company must perform;
the Company’s customers may reduce their use of the Company’s products or services; or
• one or more of its significant contracts may be terminated early, or may not be renewed.

These or other consequences would adversely affect the Company’s business, operating results and prospects.

There is no assurance as to the adequacy of the Company’s network resilience, network diversity and backup systems

Inadequate network resilience, network diversity or backup systems may result in product and service disruptions. Any failure of the Company’s backup systems or any insufficiency in the Company’s redundancy capacity may disrupt the Company’s operations. The Company regularly reviews its network and assesses its vulnerability to outside factors. However, there can be no assurance that the Company’s existing alternative routes and cable diversity will provide adequate backup for all types of product or service interruptions that may occur. Moreover, even with these contingency measures, product or service disruptions could last for a considerable period of time before their availability can be restored. This may cause customers to reduce their use of the Company’s products or services, which could harm the Company’s business, operating results or prospects.

The Company must be able to address capacity limits for its network and application platforms

Capacity limits on the Company’s network and application platforms may be difficult to project and the Company may not be able to expand or upgrade its systems to meet increasing demand. The Company’s business requires it to handle a large number of transactions simultaneously. In order to manage growth in the number of such transactions successfully, the Company needs to enhance its operational, management, financial, and information systems and controls continuously and effectively. Although the Company has upgraded its systems, it is difficult to predict when the capacity limits on the Company’s network and application platforms will be reached, given that the usage requirement of the Company’s products and services depends on the demand from its customers. If the Company does not expand or upgrade its hardware and software quickly enough, it may not have sufficient capacity to handle the increasing demands and this would limit the growth of its operations and improvement of its performance.

The Company has significant foreign operations, and there are risks involved with foreign operations

A significant portion of the business and operations of the Company is conducted in foreign jurisdictions. As such, the Company’s business and operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within the control of the Company, including, but not limited to, renegotiation or nullification of existing contracts or licenses, changes in financial analytics policies, regulatory requirements or the personnel administering them, economic sanctions, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, volatility of financial markets, labour disputes and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s business is conducted. The Company’s operations may also be adversely affected by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment.

If the Company’s operations are disrupted and/or the economic integrity of its contracts is threatened for unexpected reasons, its business may be harmed. In the event of a dispute arising in connection with the Company’s operations in

a foreign jurisdiction where the Company conducts or will conduct its business, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Company’s activities in foreign jurisdictions could be substantially affected by factors beyond its control, any of which could have a material adverse effect on the Company. The Company believes that its management is sufficiently experienced to reduce these risks.

Foreign currency and exchange rate risk

The Company currently reports its results in Canadian Dollars, while a substantial portion of the Company’s revenue is or may be earned in other currencies, such as U.S. Dollars, British Pounds and/or Euros. Fluctuations in the cross exchange rates between the Canadian dollar and other currencies, particularly the U.S. Dollar, British Pound, and the Euro, may have a material adverse effect on the business, financial condition and operating results of the Company. To date, the Company has not engaged in exchange rate hedging activities, and the Company does not expect to do so in the foreseeable future.

The Company has limited insurance

The Company and certain, but not all, of its subsidiaries have customary general liability insurance policies. Moreover, the Company has a director and officer’s insurance policy. Other than as noted above, the Company may not obtain or hold any additional insurance policies with respect to its consolidated business, and there may be risks associated with the business which are uninsurable. Existing and future insurance coverage will likely not be adequate to cover all possible losses that the Company could suffer, and, in the future, the Company’s insurance costs may increase significantly or it may be unable to obtain the same level of insurance coverage. Should an uninsured loss or loss in excess of insured limits occur, it could have a material adverse effect on the Company’s business, results of operations and financial condition.

Conflicts of interest may arise

Certain current or future directors and officers of the Company and its subsidiaries may be shareholders of other companies that may operate in the same sectors as the Company. The Company is not aware of any material associations at present. Such associations may give rise to conflicts of interest from time to time. The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict is required under the applicable corporate laws to disclose his interest and to abstain from voting on such matter.

Ongoing regulatory requirements require significant utilization of the Company’s resources

The Company is subject to the reporting requirements of Canadian securities laws and regulations and the listing requirements of the TSXV. Apart from the TSXV, the Common Shares are also listed on the Frankfurt Stock Exchange and the OTCQB Marketplace under the symbol “ATIXF”; as a result, the Company is subject to additional laws and the regulations of such exchange and marketplace. Compliance with all such laws and regulations has increased and will continue to increase the Company’s legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on the Company’s systems and resources.

Risks Relating to the Common Shares

Market price of Common Shares may experience volatility

The market price of the Common Shares has been volatile in the past and may continue to be volatile. The market price is, and could be, subject to wide fluctuations due to a number of factors, including actual or anticipated fluctuations in the Company’s results of operations, changes in estimates of its future results of operations by management or securities analysts, market rumours, introduction of technological innovations or new products by the

Company or its competitors, general industry changes, announcement of new, or loss of, significant customers by the Company or its competitors.

Many of the factors that could affect the market price of the Common Shares are outside of the Company’s control. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of the Common Shares. The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of the Common Shares.

Shareholders’ interest in the Company may be diluted in the future

If the Company raises additional funding by issuing additional equity securities, or securities convertible into equity, such financing may substantially dilute the interests of shareholders.

The Company has never paid dividends and may not do so in the foreseeable future

The Company has never paid cash dividends on its Common Shares. Currently, the Company intends to retain its future earnings, if any, to fund the development and growth of its business, and does not anticipate paying any cash dividends on its Common Shares in the near future. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on investment in any Common Shares in the foreseeable future.

DIVIDENDS

The Company has not paid any dividends since its incorporation. Any determination to pay any future dividends will remain at the discretion of the Board and will be made based on the Company’s financial condition and other factors deemed relevant by the Board. There are currently no restrictions on the ability of the Company to pay dividends except as set out under the OBCA.

DESCRIPTION OF SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares without par value. The holders of Common Shares are entitled to dividends, subject to the rights of holders of any other class of shares of the Company, if, as and when declared by the Board, to one vote per Common Share at meetings of the shareholders of the Company and, subject to the rights of holders of any other class of shares of the Company, to share, on a pro rata basis with the other holders of Common Shares, the net assets of the Company, upon liquidation, dissolution or winding up of the Company. The Common Shares are not subject to call or assessment nor do they carry any pre-emptive or conversion rights. There are no provisions attached to such shares for redemption, purchase for cancellation, surrender or sinking or purchase funds.

As of the date hereof, 82,275,099 Common Shares are issued and outstanding.

As of the date hereof, the Company also has options and warrants issued and outstanding. See the notes to the Company’s consolidated financial statements for the year ended December 31, 2020 for additional information regarding the Company’s convertible securities.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are listed and posted for trading on the TSXV under the symbol “ALY”. The following table sets forth, on a monthly basis, the reported high and low sale prices (which are not necessarily closing prices) and the aggregate monthly volume of trading of the Common Shares on the TSXV during the financial year ended December 31, 2020 and to May 13, 2021.

Date	High	Low	Volume
	($)	($)
May 1-13, 2021	0.880	0.670	1,661,292
April 2021	1.060	0.760	4,921,359
March 2021	1.250	0.850	8,511,711
February 2021	1.150	0.880	4,620,543
January 2021	0.990	0.700	4,619,901
December 2020	0.840	0.600	2,784,217
November 2020	0.800	0.610	2,224,102
October 2020	0.800	0.550	2,573,841
September 2020	0.600	0.500	1,494,080
August 2020	0.600	0.495	1,328,194
July 2020	0.630	0.450	4,302,266
June 2020	0.490	0.320	3,461,737
May 2020	0.455	0.240	3,784,836
April 2020	0.300	0.230	464,135
March 2020	0.480	0.210	2,350,926
February 2020	0.520	0.360	1,102,081
January 2020	0.550	0.450	1,130,381

Prior Sales

During the financial year ended December 31, 2020 and to May 14, 2021, the Company issued the following securities:

Date of Issuance	Security	Number of Securities Issued	Exercise Price Per Security
			($)
April 2, 2020	Common Shares(5)	311,125	0.200
August 31, 2020(2)	Options	650,000	0.570
October 16, 2020(1)	Units	3,059,637	0.550
January 7, 2021	Common Shares(4)	150,000	0.190
January 7, 2021	Common Shares(4)	32,000	0.530
January 13, 2021	Common Shares(4)	15,657	0.570
January 13, 2021	Common Shares(4)	15,000	0.355
January 19, 2021	Common Shares(4)	18,000	0.530

Date of Issuance	Security	Number of Securities Issued	Exercise Price Per Security
			($)
January 20, 2021	Common Shares(4)	60,000	0.190
February 1, 2021	Common Shares(4)	20,000	0.355
February 2, 2021	Common Shares(4)	9,343	0.355
February 5, 2021	Common Shares(4)	40,000	0.570
February 5, 2021	Common Shares(4)	40,000	0.310
February 5, 2021	Common Shares(4)	35,000	0.355
February 8, 2021	Common Shares(4)	18,000	0.650
February 12, 2021	Common Shares(4)	75,000	0.190
Februry 26, 2021	Common Shares(4)	4,550	0.750
February 26, 2021	Common Shares(4)	60,000	0.190
March 1, 2021	Common Shares(4)	30,000	0.215
March 4, 2021	Common Shares(4)	25,000	0.240
March 4, 2021	Common Shares(4)	7,500	0.355
March 4, 2021	Common Shares(4)	25,000	0.240
March 4, 2021	Common Shares(4)	7,500	0.355
March 4, 2021	Common Shares(4)	15,000	0.215
March 11, 2021	Common Shares(4)	100,000	0.240
March 17, 2021	Common Shares(4)	50,000	0.305
March 17, 2021	Common Shares(4)	35,000	0.355
April 5, 2021	Common Shares(4)	30,000	0.215
April 5, 2021	Common Shares(4)	50,000	0.305
April 5, 2021	Common Shares(4)	75,000	0.470
April 9, 2021(3)	Options	400,000	0.680
April 29, 2021	Common Shares(4)	35,000	0.355
April 29, 2021	Common Shares(4)	75,000	0.570

Notes :

(1) Units issued pursuant to a private placement financing. Each unit is comprised of one common share and one-half common share purchase warrant, where each warrant entitles the holder thereof to acquire one common share for a period of two years from the date of purchase for an exercise price of $0.75. See “ General Development of the Business ”.

(2) Options granted to certain consultants, directors and officers. The options are exercisable for Common Shares for a period of five years.

(3) Options granted to a consultant. The options are exercisable for Common Shares for a period of two years.

(4) Common Shares issued pursuant to the exercise of previously granted stock options.

(5) Common Shares issued pursuant to the exercise of previously issued warrants.

ESCROWED SECURITIES

To the Company’s knowledge, as of the date hereof, no class of the Company’s securities are held in escrow.

DIRECTORS AND OFFICERS

The following table sets forth for each director and executive officer of the Company as of the date hereof, each such individual’s name, province or state and country of residence, position(s) held with the Company, principal occupation(s) for the last five years, if currently a director, period(s) during which such individual has served as a director of the Company, and the number and percentage of issued and outstanding Common Shares beneficially owned, or controlled or directed, directly or indirectly, by such individual (for avoidance of doubt, excluding any convertible securities in the capital of the Company held by such individual). The statements as to principal occupation(s) for the last five years of, and the number and percentage of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by, the directors and executive officers of the Company are in each instance based upon information furnished by the individuals concerned. All directors of the Company hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.

Name, Province/State and Country of Residence and Position(s) with the Company				Percentage of
			Number of	Common
			Common Shares	Shares
			Beneficially	Beneficially
		Period(s)	Owned or	Owned or
	Principal Occupation(s) for the Last Five	Served	Controlled or	Controlled or
	Years	as a Director	Directed	Directed
Prakash Hariharan(1) Ontario, Canada President, Chief Executive Officer and Director	Mr. Hariharan has been the President and Chief Executive Officer of the Company since June 1, 2016. Chief Financial Officer of Radient Technologies Inc. (TSXV: RTI) since July 1, 2014. Prior to joining the Company, Mr. Hariharan was one of Canada’s leading portfolio managers when he was at Front Street Capital focusing on technology and growth-related investments.	July 8, 2013 to Present	2,640,555	3.21%
Chaith Kondragunta New York, United States Managing Director and Director	Mr. Kondragunta has been the Managing Director of the Company since June 1, 2016 and was the President and Chief Executive Officer of the Company from July 8, 2013 to June 1, 2016. Prior to joining the Company, Mr. Kondragunta Kondragunta was the Chief Executive Officer of Stern Stewart Europe Ltd. and the Chief Executive Officer of Stern Stewart India.	July 8, 2013 to Present	2,152,149	2.62%
Catherine Stretch(1) Ontario, Canada Director	Ms. Stretch has been the Vice President – Corporate Affairs at Troilus Gold Corp. since September 2019. She was previously the Chief Commercial Officer of Aguia Resources Limited, an Australian Securities Exchange and TSXV-dual listed company developing phosphate assets in Brazil, from 2015 to 2019.	March 28, 2016 to Present	216,667	0.26%

Name, Province/State and Country of Residence and Position(s) with the Company				Percentage of
			Number of	Common
			Common Shares	Shares
			Beneficially	Beneficially
		Period(s)	Owned or	Owned or
	Principal Occupation(s) for the Last Five	Served	Controlled or	Controlled or
	Years	as a Director	Directed	Directed
Jith Veeravalli(1) California, United States Director	Mr. Veeravilli has been the President and CEO of Gencor Pacific, a global bio-ingredients manufacturer, with a presence in California, India and Hong Kong, since 1999.	March 28, 2016 to Present	468,750	0.57%
Paul Bozoki Ontario, Canada Chief Financial Officer	Mr. Bozoki has been the Chief Financial Officer for various publicly-listed companies on the Toronto Stock Exchange and the TSXV since October 2010.	N/A	190,000	0.23%
Aaron Atin Ontario, Canada Corporate Secretary	Mr. Atin has been the corporate secretary and legal counsel for various publicly listed companies on the TSX, CSE, NEO and TSXV since January 7, 2019. He was an associate at Davies Ward Phillips & Vineberg LLP from May 2012 to November 2019.	May 14, 2021 to Present	Nil	N/A

Notes :

(1) Member of the Audit Committee. Ms. Stretch is the Chair of the Audit Committee.

As of the date hereof, the directors and executive officers of the Company, as a group, beneficially owned, or controlled or directed, directly or indirectly, 5,668,121 Common Shares, representing 6.9% of the total issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, no director or executive officer of the Company is, as at the date hereof, or has been, within the ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days and that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer.

To the knowledge of the Company, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a) is, as at the date hereof, or has been, within the ten years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

To the knowledge of the Company, as at the date hereof, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict is required to disclose his interest and abstain from voting on such matter in accordance with the OBCA. In appropriate cases, the Company will establish a special committee of independent non-executive directors to review a matter in which one or more directors or officers may have a conflict.

To the best of the Company’s knowledge, and other than as disclosed herein, there are no known existing or potential material conflicts of interest between the Company or a subsidiary of the Company and any director or officer of the Company or a subsidiary of the Company, except that certain of the directors and officers serve as directors and officers of other public or private companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of such other companies.

AUDIT COMMITTEE DISCLOSURE

National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Company to have a written audit committee charter and to make the disclosure required by Form 52-110F1.

Audit Committee Charter

Please find attached as Schedule “A” hereto, a copy of the Charter of the audit committee (“ Audit Committee ”) of the Board, which has been adopted by the Board in order to comply with NI 52-110 and to more properly define the role of the Committee in the oversight of the financial reporting process of the Company. Nothing in the Charter is intended to restrict the ability of the Board or Audit Committee to alter or vary procedures in order to comply more fully with NI 52-110, as amended from time to time.

Composition of the Audit Committee

The current members of the Audit Committee are Prakash Hariharan, Jith Veeravalli and Catherine Stretch. All of the current members are financially literate and have the ability to read and understand financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. Mr. Veeravalli and Ms. Catherine Stretch are considered independent. “Independent” has the meaning used in NI 52-110.

Relevant Education and Experience

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally

comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All of the members of the Audit Committee are financially literate as that term is defined in the NI 52-110. All members have an understanding of the accounting principles used by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

Each member of the Audit Committee has experience relevant to the performance of their responsibility as Audit Committee members. Please see their biographies below.

Catherine Stretch

Ms. Stretch is currently the Vice President Corporate Affairs at Troilus Gold Corp. Previously, Ms. Stretch was the Chief Commercial Officer of Aguia Resources Limited, an ASX/TSXV listed company developing phosphate assets in Brazil. Catherine currently sits on the Board of Directors and chairs the Audit Committee of EarthRenew Inc., a Canadian Securities Exchange-listed company developing and producing fertilizer products and Emerita Resources Corp., a TSXV-listed company developing various mineral assets in Spain; and, is on the Board of Directors and Audit Committee of UeX Corporation, a TSX-listed Canadian uranium exploration company. She has a Bachelor of Economics from the University of Western Ontario and a Master of Business Administration in International Business from the Schulich School of Business at York University.

Prakash Hariharan

Mr. Hariharan was formerly one of Canada’s leading portfolio managers when he was at Front Street Capital focusing on technology and growth-related investments. He also spent time at Dominion Bond Rating Services, analyzing and rating structured investment products. He holds a financial engineering degree from York University, a Master of Business Administration from the Schulich School of Business at York University, and an undergraduate degree in chemical engineering.

Jith Veeravalli

Mr. Veeravalli is a successful entrepreneur and over the past 35 years has operated businesses in numerous countries. As Chairman of Gencor Pacific Limited, a private life sciences product development company, based in California and Hong Kong, he has been instrumental in its rise to prominence among the nutraceutical companies worldwide. Over the past 10 years he has made strategic investment in technology companies and sits on the Boards of Directors of several companies in the US, Canada, Australia, Israel, South Africa, Hong Kong and India.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year has there been a recommendation of the Audit Committee to nominate or compensate an external auditor that was not adopted by the Board.

Reliance on Certain Exemptions

Since January 1, 2020, the Company has not relied on the exemptions contained in section 2.4 or Part 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part. As the Company is listed on the TSXV, since January 1, 2020, it has relied on the exemption provided in section 6.1 of NI 52-110 with respect to Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

Audit Fees

McGovern Hurley LLP billed the Company $70,000 for audit fees in the twelve months ended December 31, 2020 and $71,400 for audit fees in the twelve months ended December 31, 2019.

Audit-Related Fees

McGovern Hurley LLP billed nil to the Company in the twelve months ended December 31, 2020 and nil in the twelve months ended December 31, 2019 for assurance and related services that are not included in audit fees.

Tax Fees

McGovern Hurley LLP billed the Company $5,000 in the twelve months ended December 31, 2020 and $5,000 in the twelve months ended December 31, 2019 for fees for the preparation and filing of the Company’s tax returns.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company has not been since and was not during the financial year ended December 31, 2020 a party to any legal proceedings, nor has any of its property been since nor was any of its property during the financial year ended December 31, 2020 the subject of any legal proceedings. As at the date hereof, no such legal proceedings are known by the Company to be contemplated.

There have been no penalties or sanctions imposed against the Company by a court relating to securities legislation or by any securities regulatory authority since or during the financial year ended December 31, 2020, or any other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision, and the Company has not entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority since or during the financial year ended December 31, 2020.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, none of the directors or executive officers of the Company, nor any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Common Shares, nor any associate or affiliate of the foregoing persons or companies, has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is TSX Trust Company, at its offices in Toronto, Ontario located at 100 Adelaide Avenue West, Suite 301, Toronto, Ontario, M5H 4H1.

MATERIAL CONTRACTS

The only material contracts entered into by the Company, other than in the ordinary course of business, within the most recently completed financial year, or prior thereto and that are still in effect as of the date hereof, are set forth below. Copies of these material contracts are available under the Company’s profile on SEDAR at www.sedar.com .

INTERESTS OF EXPERTS

The Company’s external auditor for the financial year ended December 31, 2020 was McGovern Hurley LLP. McGovern Hurley LLP has advised the Company that it is independent of the Company in accordance with the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found under the Company’s profile on SEDAR at www.sedar.com .

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in the Company’s management information circular dated August 7, 2020 prepared in connection with the Company’s annual and special meeting of shareholders held on September 8, 2020.

Additional financial information is provided in the Company’s annual consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2020, both of which are available under the Company’s profile on SEDAR at www.sedar.com .

SCHEDULE “A” AUDIT COMMITTEE’S CHARTER

1. PURPOSE

(a) The role of the Audit Committee is to assist the Board of Directors of the Company (the “Board”) in its oversight and evaluation of:
the quality and integrity of the financial statements of the Company,
the compliance by the Company with legal and regulatory requirements in respect of financial disclosure,
the qualification, independence and performance of the Company’s independent auditor,
the assessment, monitoring and management of the strategic, operational, reporting and compliance risks of the Company’s business (the “Risks”), and
the performance of the Company’s Chief Financial Officer (the “CFO”).
(b) In addition, the Audit Committee provides an avenue for communication between the independent auditor, the Company’s CFO and other financial senior management, other employees and the Board concerning accounting, auditing and Risk management matters.
(c) The Audit Committee is directly responsible for the recommendation of the appointment and retention (and termination) and for the compensation and the oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between senior management and the independent auditor regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attest services for the Company.
(d) The Audit Committee is not responsible for:
planning or conducting audits, or
certifying or determining the completeness or accuracy of the Company’s financial statements or that those financial statements are in accordance with International Financial Reporting Standards (“ IFRS ”).
(e) Each member of the Audit Committee shall be entitled to rely in good faith upon:
financial statements of the Company represented to him or her by senior management of the Company or in a written report of the independent auditor to present fairly the financial position of the Company in accordance with IFRS, and
any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

“Good faith reliance” means that the Audit Committee member has considered the relevant issues, questioned the information provided and assumptions used, and assessed whether the analysis provided by senior management or the expert is reasonable. Generally, good faith reliance does not require that the member question the honesty, competence and integrity of senior management or the expert unless there is a reason to doubt their honesty, competence and integrity.

(f) The fundamental responsibility for the Company’s financial statements and disclosure rests with senior management. It is not the duty of the Audit Committee to conduct investigations, to itself resolve disagreements (if any) between senior management and the independent auditor or to assure compliance with applicable legal and regulatory requirements.

(g) In discharging its obligations under this Charter, the Audit Committee shall act in accordance with its fiduciary duties.

2. MEMBERSHIP

(a) Members of the Audit Committee shall be appointed by the Board, on the recommendation of the Compensation and Corporate Governance Committee, if applicable, and shall be made up of at least 3 members of the Board.
(b) The appointment of members of the Audit Committee shall take place annually at the first meeting of the Board after a meeting of shareholders at which directors are elected, provided that if the appointment of members of the Audit Committee is not so made, the directors who are then serving as members of the Audit Committee shall continue as members of the Audit Committee until their successors are appointed. The Board may appoint a member to fill a vacancy that occurs in the Audit Committee between annual elections of directors.
(c) Any member of the Audit Committee may be removed from the Audit Committee by a resolution of the Board.
(d) The Board shall appoint a chairman of the Audit Committee who shall be an independent non-executive director. In the absence of the chairman and/or an appointed deputy, the remaining members present shall elect one of the members present to chair the meeting.
(e) Each of the members of the Audit Committee shall be financially literate (or acquire that familiarity within a reasonable period after appointment) in accordance with applicable legislation and stock exchange requirements.
(f) No member of the Audit Committee shall concurrently serve on the audit committee of more than three other public companies without the prior approval of the Audit Committee, the Compensation and Corporate Governance Committee, if applicable, and the Board and their determination that such simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee (which determination shall be disclosed in the Company’s annual management information circular).

3. MEETINGS

(a)
The Company Secretary shall act as the Secretary of the Audit Committee.
(b) The quorum necessary for the transaction of business at any meeting of the Audit Committee shall be a majority of the number of members of the Audit Committee or such greater number as the Audit Committee shall by resolution determine.
(c) A duly convened meeting of the Audit Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Audit Committee.
(d) The powers of the Audit Committee may be exercised at a meeting at which a quorum of the Audit Committee is present in person or by telephone or other electronic means or by a resolution signed by all members entitled to vote on that resolution at a meeting of the Audit Committee.
(e) Each member (including the Chair) is entitled to one (but only one) vote in Audit Committee proceedings.
(f) The Audit Committee shall meet at least quarterly and more frequently as circumstances require at such times and places as the chairman of the Audit Committee may determine.
(g) The Audit Committee shall meet separately, periodically, with senior management and the independent auditor and may request any member of the Company’s senior management or the Company’s outside

counsel or independent auditor to attend meetings of the Audit Committee or with any members of, or advisors to, the Audit Committee. The Audit Committee will also meet in camera at each of its regularly scheduled meetings.

(h) Meetings of the Audit Committee shall be summoned by the Secretary of the Audit Committee at the request of any of its members.
(i) Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed shall be forwarded to each member of the Audit Committee, any other person required to attend and all other non-executive directors, no fewer than 3 working days prior to the date of the meeting. Supporting papers shall be sent to the members of the Audit Committee and to other attendees as appropriate, at the same time.
(j) The Secretary of the Audit Committee shall minute the proceedings and resolutions of all Audit Committee meetings, including the names of those present and in attendance.
(k) Minutes of the Audit Committee meetings shall be circulated promptly to all members of the Audit Committee and, once agreed, to all members of the Board.
(l) Except as otherwise provided in this Charter, the Audit Committee may form and delegate authority to individual members and subcommittees of the Audit Committee where the Audit Committee determines it is appropriate to do so.

4. RESPONSIBILITIES

(a) Independent Auditor - The Audit Committee shall:

Recommend the appointment and the compensation of, and, if appropriate, the termination of the independent auditor, subject to such Board and shareholder approval as is required under applicable legislation and stock exchange requirements.
Obtain confirmation from the independent auditor that it ultimately is accountable, and will report directly, to the Audit Committee.
Oversee the work of the independent auditor, including the resolution of any disagreements between senior management and the independent auditor regarding financial reporting.
Pre-approve all audit and non-audit services (including any internal control-related services) provided by the independent auditor (subject to any restrictions on such non-audit services imposed by applicable legislation, regulatory requirements and policies of the Canadian Securities Administrators).
Adopt such policies and procedures as it determines appropriate for the pre-approval of the retention of the independent auditor by the Company and any of its subsidiaries for any audit or non-audit services, including procedures for the delegation of authority to provide such approval to one or more members of the Audit Committee.
Review the experience and qualifications of the senior members of the independent auditor’s team.
Obtain and review an annual report from the independent auditor regarding:
The independent auditor’s internal quality-control procedures;
Any material issues raised by the most recent internal quality-control review, or peer review, of the auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;

  - Any steps taken to deal with any such issues; and

  - All relationships between the independent auditor and the Company.

Evaluate, annually, the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence.
Confirm with the independent auditor that it is in compliance with applicable legal, regulatory and professional standards relating to auditor independence.
Confirm with the independent auditor that it is a participating audit firm of the Canadian Public Accountability Board in compliance with all restrictions or sanctions imposed on it (if any).
Provide notice to the independent auditor of every meeting of the Audit Committee.
Approve all engagements for accounting advice prepared to be provided by an accounting firm other than the independent auditor.
Review quarterly reports from senior management on tax advisory services provided by accounting firms other than the independent auditor.
Review expense reports of the Chairman of the Board and the Chief Executive Officer (“CEO”).
(b) The Audit Process, Financial Statements and Related Disclosure - The Audit Committee shall:
Meet with senior management and/or the independent auditor to review and discuss,
the planning and staffing of the audit by the independent auditor,
before public disclosure, the Company’s annual audited financial statements and quarterly financial statements, the Company’s accompanying disclosure of Management’s Discussion and Analysis and earnings press releases and make recommendations to the Board as to their approval and dissemination of those statements and disclosure,
financial information and earnings guidance provided to analysts and rating agencies: this review need not be done on a case by case basis but may be done generally (consisting of a discussion of the types of information disclosed and the types of presentations made) and need not take place in advance of the disclosure,
any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the selection or application of accounting principles, any major issues regarding auditing principles and practices, and the adequacy of internal controls that could significantly affect the Company’s financial statements,
all critical accounting policies and practices used,
all alternative treatments of financial information within IFRS that have been discussed with senior management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor,
the use of “ pro forma ” or “adjusted” non-IFRS information,
the effect of new regulatory and accounting pronouncements,

the effect of any material off-balance sheet structures, transactions, arrangements and obligations (contingent or otherwise) on the Company’s financial statements,
any disclosures concerning any weaknesses or any deficiencies in the design or operation of internal controls or disclosure controls made to the Audit Committee in connection with certification of forms by the CEO and/or the CFO for filing with applicable securities regulators, and
the adequacy of the Company’s internal accounting controls and management information systems and its financial, auditing and accounting organizations and personnel (including any fraud involving an individual with a significant role in internal controls or management information systems) and any special steps adopted in light of any material control deficiencies.
Review disclosure of financial information extracted or derived from the Company’s financial statements.
Review with the independent auditor,
the quality, as well as the acceptability of the accounting principles that have been applied,
any problems or difficulties the independent auditor may have encountered during the provision of its audit services, including any restrictions on the scope of activities or access to requested information and any significant disagreements with senior management, any management letter provided by the independent auditor or other material communication (including any schedules of unadjusted differences) to senior management and the Company’s response to that letter or communication, and
any changes to the Company’s significant auditing and accounting principles and practices suggested by the independent auditor or other members of senior management.

(c) Risks - The Audit Committee shall:

Recommend to the Board for approval a policy that sets out the Risks philosophy of the Company and the expectations and accountabilities for identifying, assessing, monitoring and managing Risks (the “ERM Policy”) that is developed and is to be implemented by senior management.
Meet with senior management to review and discuss senior management’s timely identification of the most significant Risks, including those Risks related to or arising from the Company’s weaknesses, threats to the Company’s business and the assumptions underlying the Company’s strategic plan (“Principal Risks”).
Approve a formalized, disciplined and integrated enterprise risk management process (the “ERM Process”) that is developed by senior management and, as appropriate, the Technical Committee, to monitor, manage and report Principal Risks.
Recommend to the Board for approval policies (and changes thereto) setting out the framework within which each identified Principal Risks of the Company shall be managed.
At least semi-annually, obtain from senior management and, as appropriate, the Technical Committee, a report specifying the management of the Principal Risks of the Company including compliance with the ERM Policy and other policies of the Company for the management of Principal Risks.
Review with senior management the Company’s tolerance for financial Risk and senior management’s assessment of the significant financial Risks facing the Company.
Discuss with senior management, at least annually, the guidelines and policies utilized by senior management with respect to financial Risk assessment and management, and the major financial Risk exposures and the procedures to monitor and control such exposures in order to assist the Audit Committee to assess the

completeness, adequacy and appropriateness of financial Risk disclosure in Management’s Discussion and Analysis and in the financial statements.

Review policies and compliance therewith that require significant actual or potential liabilities, contingent or otherwise, to be reported to the Board in a timely fashion.
Review the adequacy of insurance coverages maintained by the Company.

(d) Compliance - The Audit Committee shall:

Obtain reports from senior management that the Company’s subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Business Conduct and Ethics including disclosures of insider and affiliated party transactions and environmental protection laws and regulations.
Review with senior management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports, which raise material issues regarding the Company’s financial statements or accounting policies.
Review senior management’s written representations to the independent auditor.
Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Business Conduct and Ethics.
Review with the Company’s CFO legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.
Establish procedures for,
the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and
the confidential, anonymous submission by employees of the Company with concerns regarding any accounting or auditing matters.
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer.
(e) Third Party Transactions - The Audit Committee shall review for fairness to the Company proposed transactions, contracts and other arrangements between the Company and its subsidiaries and any related party or affiliate, and make recommendations to the Board whether any such transactions, contracts and other arrangements should be approved or continued. The foregoing shall not include any compensation payable pursuant to any plan, program, contract or arrangement subject to the authority of the Company’s Compensation and Corporate Governance Committee.

As used herein the term “related party” means any officer or director of the Company or any subsidiary, or any shareholder holding a greater than 10% direct or indirect financial or voting interest in the Company, and the term “affiliate” means any person, whether acting alone or in concert with others, that has the power to exercise a controlling influence over the Company and its subsidiaries.

(f) Delegation – To avoid any confusion, the Audit Committee responsibilities identified above are the sole responsibility of the Audit Committee and may not be allocated by the Board to a different committee without revisions to this Charter.

5. REPORTING RESPONSIBILITIES

(a) The Audit Committee shall report to the Board on a regular basis and, in any event, before the public disclosure by the Company of its quarterly and annual financial results.
(b) The reports of the Audit Committee shall include any issues of which the Audit Committee is aware with respect to the quality or integrity of the Company’s financial statements, its compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor and changes in Risks.
(c) The Audit Committee also shall prepare, as required by applicable law, any audit committee report required for inclusion in the Company’s publicly filed documents.

6. AUTHORITY

The Audit Committee is authorized to retain (and authorize the payment by the Company of) and receive advice from special legal, accounting or other advisors as the Audit Committee determines to be necessary to permit it to carry out its duties.

7. ANNUAL EVALUATION

Annually, the Audit Committee shall, in a manner it determines to be appropriate:

(a) Conduct a review and evaluation of the performance of the Audit Committee and its members, including the compliance of the Audit Committee with this Charter.
(b) Review and assess the adequacy of this Charter and the position description for its committee chairman and recommend to the Board any improvements to this Charter or the position description that the Audit Committee determines to be appropriate, except for minor technical amendments to this Charter, authority for which is delegated to the Corporate Secretary, who will report any such amendments to the Board at its next regular meeting.

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AnalytixInsight Inc. — Annual Report 2020

44938_rns_2021-05-14_0ca9808f-ebbb-42cf-9124-5c78fe3416dc.pdf