Binovi Technologies Corp. — Management Reports 2023

Feb 24, 2023

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Introduction

Management's Discussion and Analysis (" MD&A ") is intended to help the reader understand Binovi Technologies Corp.’s, (“ Binovi ” or the “ Company ”) consolidated financial statements for the years ended February 28, 2022 and 2021. This MD&A should be read in conjunction with the consolidated financial statements of the Company and the notes thereto for the years ended February 28, 2022 and 2021. The effective date of this report is February 23, 2023. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“ IFRS ”). Unless expressly stated otherwise, all financial information is presented in Canadian dollars which is the Company’s functional and presentation currency. On July 10, 2015, the Company began trading under the symbol “EYC”. With the change of name on June 30, 2020, the Company new trading symbol is “VISN”. The Company also trades on the OTCQB Ventures market under the symbol “BNVIF”. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain statements contained in the following MD&A constitute forward-looking statements (within the meaning of the Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. The forward-looking statements may include statements regarding work programs, capital expenditures, timelines, strategic plans, market price of commodities or other statements that are not statement of fact. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include uncertainties involved in disputes and litigation, fluctuations in commodity prices and currency exchange rates; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and economic return; the need for cooperation of government agencies; the need to obtain additional financing and uncertainty as to the availability and terms of future financing; uncertainty related to the completion of the amalgamation.

It is the Company’s policies that all forward-looking statements are based on the Company’s beliefs and assumptions which are based on information available at the time these assumptions are made. The forward-looking statements contained herein are as of February 28, 2022 and are subject to change after this date, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws.

Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate. Forward-looking information or statements in this MD&A include, but are not limited to, information or statements concerning our expectations regarding the ability to raise additional funds, results of the research and development performed in relation to the products and services of the Company, positive result due to the change in business model, possibility of entering

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

into strategic alliance, distribution agreements and other arrangements to market their products and services and possibility of producing viable products through the use of the new technologies purchased and developed.

Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and factors including: the possibility that opportunities will arise that require more cash than the Company has or can reasonably obtain; dependence on key personnel; dependence on corporate collaborations; potential delays; uncertainties related to early stage of technology and product development; uncertainties as to fluctuation of the stock market; uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost overruns; and other risks and uncertainties which may not be described herein. The Company has no policy for updating forward looking information beyond the procedures required under applicable securities laws.

• CORPORATE OVERVIEW

Binovi is a technology company focused on the importance of vision. 1 in 4 people worldwide live with issues related to their vision that go beyond visual acuity. Despite this, ophthalmic treatment primarily focuses on visual acuity issues and disease management, leaving many visual performance issues undiagnosed or mistreated. Binovi was founded to bring attention to these issues, and to help those treating them by providing the tools necessary to bring treatment into the 21[st] century. A broader vision is vital in how we view the world around us, and we are focused on the importance of developing, protecting, and perfecting that vision. The Company is transforming how vision healthcare services are integrated with human performance, including elite athletic performance.

Over the last four years the Company has been building Binovi[TM] . Originally launched in 2017, Binovi was created to enhance the ways in which optometrists and athletic trainers work with their patients/athletes to improve their vision and vision-related skills. Binovi’s commitment is to maximize the collaboration between optometry professionals, therapists, trainers and their clients. Our goal is to serve as the foundation for constructive innovation within vision training and sports vision training/performance.

The Company has established itself as a producer of specialized vision training equipment. The Company's Binovi Platform combines software (Binovi Pro + Binovi Coach), hardware (Binovi Touch), data, expert knowledge (Binovi Academy) and insights to help optometry patients, k-12 students and athletes on a global scale.

• PRODUCT OVERVIEW

Commercial revenue streams are generated from the following key products and services:

Binovi Touch

A purposeful and powerful tool for vision therapy and vision training, Binovi Touch is the result of over 30 years of experience in over 1,500 practices in over 20 countries around the world on children, athletes, and seniors resolving issues from development, to performance, to rehabilitation.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

The new Binovi Touch Saccadic Fixator combines the fundamental qualities of the original Wayne Engineering Saccadic Fixator with innovation in almost every dimension.

We have used new materials and components to truly evolve an already dependable and versatile tool for the 21[st] century, ensuring both patients and athletes can get the most out of our modernized activities. Binovi Touch is controlled through the Binovi Touch App, connecting and communicating wirelessly to provide real-time data and results. The new Binovi Touch App also includes a number of integrated tools and compatibility with many 3rd-party accessories.

Binovi Pro

The control center of the Binovi Platform, Binovi Pro allows doctors/trainers to manage the many aspects of their patient/athlete’s vision training regimens, track progress at both macro and micro levels, and plan and assign protocols.

Binovi Pro integrates with the Binovi Touch App to record and track individual or comparative user data and allows the doctor/trainer to monitor trends and progress for everyone as a whole.

Binovi Coach

A coach ignites passion, motivates, and works with people to help them achieve their goals Binovi Coach encourages and empowers users to confidently complete their assigned activities through clear multimedia guidance.

Users stay up to date with their training regimen with automatic updates coming from Binovi Pro and can follow along with complete, step-by-step instructions including photo slideshows and video demonstrations. Each user’s plan can be custom-tailored, and reminders can be sent directly either connected to exercises or through secure in-app messaging.

Binovi Academy

Launched in June of 2019, Binovi Academy forms the educational hub of the Binovi Platform. Working with a pool of knowledgeable experts and industry leaders and influencers, we have created a collection of interactive, multi-media e-books that bring rich content and an engaging experience to readers. This expert knowledge is supplemented and integrated with software and hardware tie-ins. Binovi Academy content packs include testing and therapy protocols and pre-set activities for Binovi Pro, as well as custom test configurations for Binovi Touch, and more.

Binovi Academy helps tie together the four pillars of the Binovi Platform and aims to bring as much new information, tools, and techniques to users as possible. The expansion of the Binovi Academy will expand as new relationship and partnership are formed specifically in the sports vertical.

Binovi Academy is also home to Binovi Training, the training manuals that guide users through the ins and outs of Binovi Pro, Binovi Coach, and the Binovi Touch App.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

• BUSINESS OPPORTUNITY

Telehealth Connectivity

Binovi Connect is a web-based video conferencing solution that connects consumers to vision care professionals focused on concussion, reading skills, athletic enhancement, and more. This new pillar of the Binovi Platform allows users to browse from a list of Binovi Providers, schedule appointments, conduct screening, trigger screen-based data capture remotely, and carry out specialist-guided therapy activities, regardless of geography or time-zone. Binovi Connect’s goal is to link knowledgeable vision care providers with patients, broadening the reach of practitioners and improving accessibility for patients.

Providing the ultimate in flexibility for both providers and users, Binovi Connect allows users to browse through the entire Binovi provider network, selecting providers that meet their medical needs, performance goals, personal preferences, and budget and scheduling an initial assessment that works with their schedule. Providers can conduct screening activities, trigger screen-based data capture exercises, and carry out specialist-guided therapy or training activities with patients through Binovi’s secure video-conferencing technology.

Sports Performance Vision Training

Binovi’s sights are set on disrupting the sports performance industry, as we receive engagement from leaders within the human performance – sport performance industry. Sports Vision Training (SVT) is used to help athletes achieve new heights in performance and can be an incredibly powerful tool for the prevention and rehabilitation of injuries, like concussion. SVT works on improving individual skills but, more importantly, focuses on improving how vision skills work as a whole, each supporting the others to work better together. This better situational awareness and reaction time means athletes see better, process information more efficiently, react faster, and are better suited to react to potential threats and dangers, reducing the chance of injury. Much has been made of the risks and results of traumatic brain injuries suffered during play. Concussions are now being treated as the serious injury that they really are, leading to increased scrutiny and associated rate of diagnosis. Part of Sports Vision Training is being able to have a reference point from which athletes can be compared following a serious impact.

K-12 Educational Alignment

The global education smart technology industry is growing significantly with abundant opportunities. North America plays a huge role in the development of this technology, which helps in the adoption of new learning solutions across various end-user segments. The goal of Binovi is to provide the global education sector with the best vision assessment and development tools to assist students to achieve all that they are capable. New learning opportunities are emerging as students engage with a new generation of smart technology; with smart classrooms becoming the norm, students have instant access to performance and cognitive tools that can supplement their learning success.

Blending personalized, online, student-driven instruction with offline, teacher-delivered lessons and activities, Binovi strives to accelerate the development of both fundamental literacy skills and higher-order thinking skills through adaptive learning paths. With a range of instructional and motivating resources, Binovi for Education will engage students in their learning success. Additionally, progress monitoring, actionable data, and scripted lessons will empower teachers to deliver literacy support specific to each students’ needs.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Existing Telehealth Compatibility – Other

Binovi has established telehealth compatibility with Zoom, a cloud-based video service, featuring an integration with electronic health record system Epic. Zoom for Telehealth offers a standard feature set for healthcare enterprises and providers, enabling reliable, HIPAA-compliant communications between organizations, care teams, and vision training recipients. As a part of the company’s business continuity strategy, Binovi has utilized Zoom within customer facing initiatives designed to support remote care providers during COVID-19 social distancing and beyond as an added value offering to Binovi Platform subscribers. Binovi, used in conjunction with Zoom, ultimately represents a best-in-class solution for any vision performance training and therapy provider seeking to implement modern video communications as well as telehealth care. Such an application will prove invaluable to sport teams, vision therapy patients, rehabilitative providers and neurovision providers looking to engage those under their care.

• MARKETING POSITIONING

Binovi is a best-in-class neuro-visual performance platform designed to test, analyze, track, and report on individual cognitive performance. Binovi combines hardware, software, specialized expert knowledge, and unique data insights to deliver customized, one-on-one training and learning protocols ideal for K-12 Students, Vision Care Specialists, and Sports Performance testing and training. Designed for vision optimization and the enhancement of skills related to cognitive performance, Binovi provides measurable results in less time, and with less effort. Binovi is currently used in over 20 countries.

• STRATEGIC OBJECTIVES

Corporate Diligence and Realignment

The strategic focus moving forward is to build Binovi into a North American leader and a global standard in supporting vision therapists across optometry, performance, education and related disciplines that support these foundational pillars.

Sales Growth

Binovi is committed to ongoing product development and expansion, which is critical to ensuring long-term sustainability and profitability. Accordingly, we expect to initiate innovation projects targeted at related market segments (e.g., Educational Institutions, Pro and Amateur Sports, Behavioral Optometry including Geriatric Vision Therapy) based on the foundation established by the company.

• Direct Sales Fulfillment and Inbound Sales Fulfillment, Commercial

• Generate Top-of-Mind Awareness (TOFU), Product Specific

• Qualify Top of the Funnel Leads (TOFU), Profession Specific

• Build Recurring SaaS Revenue Model Telehealth

• Direct to Consumer Sales Model, Subscription Based Hardware & SaaS

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

• COMPETITOR SUMMARY

This is a competitive market with new technology driven entrants that are making headway.

Namely: Right Eye, Senaptec, Dynavision International, Reflexion, Vivid Vision and Anteo.

Right Eye

Right Eye provides commercialized eye-tracking solution for general healthcare and wellness, applicable for optometry, medicine and sports.

Product(s): EyeQ Product Series, Sports Vision Trainer, EyeQ Trainer Product Price Range: $10K and up, reoccurring annual fee $2.5K and up Main Vertical(s): Vision Therapy Annual Revenue: >3M

Senaptec

Provides sensor-based tools to assess and improve an individual’s vision skills. Product(s): Strobe Glasses, Sensory Station Product Price Range: $500 and up, $10K and up Main Vertical(s): Sports Performance Annual Revenue: >4M

Dynavision International

Offers a cognitive training device that combines eye-hand coordination, peripheral vision training, and brain processing.

Product(s): Dynavision D2 Product Price Range: >10K Main Vertical(s): Sports Medicine, Hospital, Rehabilitative Care, Military Annual Revenue: <1M (Closed operations in June 2019, re-opened under new management)

Reflexion

Reflexion Edge shows cognitive strengths, weaknesses, and changes over time using an LED touchscreen to train and track changes in core brain function.

Product(s): Reflexion Edge Product Price Range: >9K Main Vertical(s): Sports Performance, Executive Performance Annual Revenue: <1.5M

Additional Competitors

Vivid Vision and Anteo

• RESELLER & DISTRIBUTION OPPORTUNITIES

Obtaining strategically aligned partners will be the key to scaling the product sales, the business and extending the brand globally. Currently Binovi hosts fulfillment partners within the United States of America, Denmark, Germany, India, Hong Kong and Australia. We expect 75% - 80% of our business will be secured within North America.

Sport-Orthese

The Company engaged in a reseller relationship with Sport-Orthese, to represent the Vima Rev Strobe Technology (Goggles) in France and surrounding countries. Sport Orthese specialize in sport performance equipment and has ordered product at a negotiated rate. https://binovi.com/binovi-partners-with-european-reseller-sport-orthese-to-commercialize-binovihardware/

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

• COMPANY OUTLOOK

We are building our brand, Binovi, to solve a human condition that relates to the visual system, in particular how humans develop stereo vision (the crown jewel of the visual system as it requires left and right brain alignment). Our intellectual property gives us a leading position of understanding where our industry is going, as well as mapping out how to use all the existing technology developments of “today” to apply to this industry. As we work to help thousands of people, followed by millions of people, it will be the company’s goal to be on the radar of one of the large 5 technology companies, that can really help billions of people. Once we have some basic scale with our hardware rollout and software expansion, we will be able to leverage technology such as AI to advance our understanding of the data and human performance.

• MERGERS & AQUISITIONS

Vima Rev Strobes Acquisition

On July 20, 2020, Binovi closed the acquisition of 1252796 B.C. Ltd. which owns VIMA Rev Strobe Lenses, its related patents [US 2016/0275805 A, US 2016/0300506 A1, US 2017/0229041 A1], associated intellectual property, and available inventory, to further bolster its neuro-vision technology stack as the Company continues to execute upon its global commercialization efforts. https://www.vima.com/

Visual Efficiency Rating

On December 18, 2020, the Company acquired all of the issued and outstanding securities of VTA Software Corp. (“ VERA ”). As consideration for the transaction, the Company issued 1,339,000 common shares of the Company. VERA’s technology will integrate into the company's Binovi product platform.

Samurai Motion Tracking – Computer Aided Vision Therapy (“ CAVT ”)

The CAVT suite consists of four primary modules: Track & Read, Visual Information Processing Skills, Visual Thinking, and Computer Vergences. These modules include activities and exercises to be completed by patients using a computer, originally in an optometrist/vision therapy office setting, and later at home with data being reported manually to the patient’s care team. The acquisition close was announced April 30, 2021. In consideration for the acquisition, Binovi issued 3,145,000 common shares of the Company. No finder’s fees were paid in connection with the acquisition. https://binovi.com/binovi-completes-motion-tracking-software-acquisition/

• NEW DIRECTORS

On April 8, 2020 the Company announced the appointment of Patrick Morris as an independent director of the Company. Mr. Morris is an entrepreneur and capital market executive with over 15 years of experience, raising funds for microcap companies in a number of industries, including pharmaceutical cannabis, resource exploration, blockchain technologies and finance. In addition, Mr. Morris co-created and coproduced Canada's first nationally syndicated radio show about growth stock opportunities, which was broadcast on 14 of the top-rated news talk stations across Canada. Prior to entering the capital markets, Mr. Morris had five years of experience in wine and spirits importing, sales and portfolio management.

On May 21, 2020, the Company announced the appointment of Aurora Cannabis (TSX-ACB) Founder and former CEO, Mr. Terry Booth, to the Company as Executive Chairman. Mr. Booth

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

was one of the 2 original founders of Aurora Cannabis Inc. In 2013, he personally provided over $3 million in start-up capital to the building of a new, from the ground up, high quality purposebuilt medical cannabis production facility in Mountain View County. This facility was the first in the world to be certified as 100% EU GMP compliant for the production of Medical Cannabis. Appointed CEO in December 2014, he has skillfully raised Aurora from its infancy into one of the world’s largest and fastest growing cannabis companies, valued at $18B at its peak, with a focus on providing high-quality medical and adult usage cannabis and inspiring better days for medical and recreational consumers around the world. A visionary and passionate leader, Terry has a deep knowledge of highly regulated environments. He was instrumental in Aurora receiving its initial licensing and approval from Health Canada to produce medical cannabis, as well as building the Company’s state of the art cultivation facility Aurora Sky. With this strong entrepreneurial vision running through the entire company, Terry has overseen the company’s organic growth as well as its expansion through acquisitions of companies, all of which were successfully integrated into the parent company. Terry also has more than 25 years of experience in creating, growing and leading companies in highly regulated industries. Terry currently sits on the board of Aurora Cannabis, Quinsam Capital, and Psyched Wellness and has sat on the board of other organizations, including Radient Technologies and Alcanna (formerly Liquor Stores N.A.). Terry has also served as President/CEO of Superior Safety Codes Inc, which was recognized as one of Canada’s top 50 fastest-growing companies. Terry joins Binovi with an established track-record of transformational leadership and a purpose to impact Global Health and Education.

Dr. John Flanagan has resigned from the Board of Directors of the Company to make room for Mr. Terry Booth, and will now be the first member of the Company’s Scientific Advisory Board.

On July 13, 2021, the Company announced that, effective immediately, Ms. Tania Archer has been appointed as Interim CEO of the Company, succeeding Mr. Cegielski who stepped down from his positions as CEO and board member. Mr. Cegielski has agreed to stay involved with the Company as an advisor to ensure a smooth transition period. Additionally, Mr. Sam Mithani, CTO, has stepped down from his position as Board member. Dr. Jason Dyck, currently on the Company’s scientific advisory board and Ms. Archer have been appointed to the Company’s board.

On September 21, 2021, the Company announced that Tania Archer has resigned as Interim CEO and Director of the Company to pursue other endeavors, effective immediately. The Company also announced that Marc Lakmaaker has been appointed Interim CEO and member of the board of directors. Marc has over 20 years of executive experience, including in financial and corporate communications, corporate finance, marketing and company management in North America, Europe, and Asia. He is a passionate advocate of investor and corporate brand building. He is the founder of Clearview Capital Consult, a boutique strategy consultancy. At Clearview, Marc supported clients with the development and execution of strategic corporate initiatives, such as corporate development, commercial strategies and communications. Marc holds an MSc in Chemical Engineering from the University of Twente, the Netherlands.

On December 6, 2021 the Company announced that Mohsen Rahimi has been appointed to the Company’s board of directors. Mr. Rahimi studied at the University of British Columbia in the highly regarded department of food, nutrition, and health. There he developed an extensive knowledge in the field of health and systems management. He further has experience in commercial retail and international import and export holding positions at Kowsar Holdings and Tin95 Holdings, which are both private investment firms. Mr. Rahimi also holds vast retail knowledge, growing existing health product chains and implementing state of the art technology platforms to provide superior customer care to maximize sales in multiple locations that generate millions in

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

gross revenue per annum, while simultaneously operating an active on-line e-commerce business. He brings the expertise to grow and expand product distribution within local and international markets for products in the health field through online offerings and software distribution.

On December 21, 2021, the Company announced the appointment of David Jenkins to its board of directors. Mr. David Jenkins is a global financier who works with high net-worth individuals. He has extensive experience in public markets and has helped secure millions of dollars in capital in private and public sectors. He is a highly regarded expert in negotiating, marketing and advertising. Mr. Jenkins has completed hundreds of multimillion dollar deals throughout his career demanding top price for assets in all market conditions. Mr. Jenkins brings in depth market knowledge and experience to the Company. The Company also announced the resignation of Jason R. B. Dyck as director.

On January 5, 2022, the Company announced that Jatinder Dhaliwal has been appointed to the Company’s board of directors and has been appointed chief executive officer. Marc Lakmaaker has resigned, effective immediately, as Interim Chief Executive Officer and Director. Mr. Jatinder Dhaliwal is a registered pharmacist, CEO and director of multiple publicly traded companies. He has extensive knowledge in agricultural, medical and pharmaceutical operations. Mr. Dhaliwal holds a Bachelor of Pharmacy from the University of British Columbia and a Bachelor of Science in biology from the University of Victoria. Mr. Dhaliwal has overseen the acquisition and development of numerous projects, technology platforms and applications. He has overseen operations of numerous retail and commercial operations and implemented various health protocols and technology advances into health and wellness chains.

Acquisition of Samurai Motion Tracking Corp.

On April 26, 2021, the Company completed a share exchange agreement with the shareholders of Samurai Motion Tracking Corp. (“Samurai”) to acquire all of the issued and outstanding shares of the Samurai.

Consideration for the acquisition was an aggregate 3,145,000 common shares of the Company with a value of $0.65 per common share for total consideration of $2,044,250. The purpose of the acquisition of Samurai was to indirectly acquire Computer Aided Vision Therapy Software (CAVT).

Under IFRS 3, the acquisition of the Target does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

Fair value of 3,145,000 common shares issued	$	2,044,250
Totalpurchaseprice	$	2,044,250
Intangible asset-Computer Aided Vision Therapy Software (CAVT)	$	2,044,250
Net assets acquired	$	2,044,250

As at February 28, 2022, the Company impaired the depreciated value of the intangible asset.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Acquisition of Call ConnectMe Inc.

On March 13, 2020, the Company completed a share exchange agreement with the shareholders of Call ConnectMe Inc. (“CCM”) to acquire all of the issued and outstanding shares of the Target.

Consideration for the acquisition was an aggregate 911,111 common shares of the Company with a value of $3.30 per common share for a total consideration of $3,006,667. The purpose of the acquisition of the CCM was to indirectly acquire ConnectMe Solution, a lead delivery and monetization ‘Software As A Service’ solution. Under IFRS 3, the acquisition of the Target does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

Fair value of 911,111 common shares issued	$	3,006,667
Totalpurchaseprice	$	3,006,667
Intangible asset-ConnectMe Solution	$	3,006,667
Net assets acquired	$	3,006,667

As at February 28, 2022, the Company impaired the depreciated value of the intangible asset.

Acquisition of 2270377 Alberta Ltd.

On July 3, 2020, the Company entered into a share exchange agreement with the shareholders of 2270377 Alberta Ltd. (“2270377”) to acquire all of the issued and outstanding shares of 2270377. This acquisition was completed on July 24, 2020.

Consideration was an aggregate 120,000 common shares of the Company at a value of $2.30 per common share for total consideration of $276,000.

The purpose of the acquisition of 2270377 was to indirectly acquire the Binovi domain name held by 227037. Under IFRS 3, the acquisition of the 2270377 does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

Fair value of 120,000 common shares issued	$	276,000
Totalpurchaseprice	$	276,000
Intangible asset–domain name	$	276,000
Net assets acquired	$	276,000

As at February 28, 2022, the Company impaired the depreciated value of the intangible asset.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Acquisition of 1252796 B.C. Ltd.

On July 9, 2020, the Company entered a share purchase agreement with the shareholders of 1252796 B.C Ltd. (“1252796”) to acquire all the issued and outstanding shares of 1252796. This acquisition was completed on July 20, 2020.

Consideration for this acquisition was an aggregate 1,890,000 common shares of the Company with a value of $2.25 per common share for total consideration of $4,252,500. The Company also paid transaction costs of 37,800 common shares of the Company with a fair value of $85,050 and legal fees of $37,331.

The acquisition serves to expand and broaden the suite of service offerings, add key customers and realize synergies between the Company and 1252796, an entity that owns VIMA Strobe Lenses, its related patents, associated intellectual property, trademark, all rights to its domain, all copyright materials associated with the VIMA product and its usage, all client and supplier lists and all available inventories. The acquisition of the VIMA portfolio of products is subject to a perpetual sales royalty based on gross sales of VIMA products.

Under IFRS 3, the acquisition of the 1252796 does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

Fair value of 1,890,000 common shares issued	$	4,252,500
Fair value of 37,800 common shares issued as transaction costs		85,050
Legalexpensesincurredrelated to the transaction		37,331
Totalpurchaseprice	$	4,374,881
Inventory – raw materials	$	108,611
Inventory – finished goods		135,020
Intangible asset – mobile app development		53,022
Intangible asset – website development		18,925
Intangible asset – resellers and distribution network		891,149
Intangible asset – brand		962,306
Intangible asset – intellectualproperty		2,205,848
Net assets acquired	$	4,374,881

A pre-tax discount rate of 27% was used in the fair value assumptions for the intangible assets acquired.

The Company issued an additional 37,800 common shares as administration fee to a consultant of the Company in connection with the transaction with a fair value of $85,050. These costs are included into the total purchase price and are capitalized to the assets acquired.

As at February 28, 2022, the Company impaired the depreciated value of the intangible asset.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Acquisition of VTA Software Corp.

On December 7, 2020, the Company entered into a share purchase agreement with the shareholders of VTA Software Corp. (“VTA”) to acquire all of the issued and outstanding shares of VTA. This acquisition was completed on December 18, 2020.

Consideration was an aggregate 1,339,000 common shares of the Company at a value of $1.75 per common share for total consideration of $2,343,250. The Company also paid transaction costs of 26,780 common shares of the Company with a fair value of $46,865.

The acquisition serves to expand and broaden the suite of service offerings and realize synergies between the Company and VTA, an entity that owns the vision screening and vision therapy software platform developed and marketed under the trade name “VERA”, associated intellectual property, all copyright materials associated with the Vera product and its usage.

Under IFRS 3, the acquisition of the VTA does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets. Management used an income-based approach to estimate the fair values of the intangible asset acquired.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

Fair value of 1,339,000 common shares issued	$	2,343,250
Fairvalue of 26,780common shares issued as transaction costs		46,865
Totalpurchaseprice	$	2,390,115
Intangible asset – intellectual property	$	2,482,656
Earn-out obligation		(92,541)
Net assets acquired	$	2,390,115

A pre-tax discount rate of 24.7% was used in the fair value assumptions for the intangible assets acquired.

Prior to the acquisition of VTA by the Company, VTA entered into an earn-out agreement with a vendor whereby VTA is required to make the following earn-out payments:

• US $50,000 upon VTA entering into written agreements for the use of its products at five school locations before December 15, 2023; and

• US $50,000 upon VTA entering into written agreements for the use of its products at twenty school locations before December 15, 2023.

These earn-out obligations were determined to have a fair value of $92,541 using a pre-tax discount rate of 8.5%.

The Company issued 26,780 common shares as administration fee to a consultant of the Company in connection with the transaction with a fair value of $46,865. These costs are included into the total purchase price and are capitalized to the assets acquired.

As at February 28, 2022, the Company impaired the depreciated value of the intangible asset.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

SELECTED ANNUAL INFORMATION

The following table presents selected financial information for the last three audited fiscal years ended February 28, 2022, February 28, 2021, and February 29, 2020:

	2022	2021	2020
	$	$	$
Net loss	(16,380,085)	(9,144,808)	(7,689,140)
Basic and diluted loss per share	(0.90)	(1.09)	(0.42)
Totalassets	1,083,992	12,179,579	3,470,574

Summary of Quarterly Results

The following table sets forth selected information from the Company’s unaudited quarterly financial statements prepared in accordance with IFRS for the most recent eight quarters.

For the quarters ended:

For the quarters ended:
	February 28, 2022	November 30, 2021	August 31, 2021	May 31, 2021
Netloss	($12,265,117)	($1,098,163)	($1,374,146)	($1,642,659)
Basic & dilutedloss pershare	($0.67)	($0.07)	($0.08)	($0.10)

As restated	February 28, 2021	November 30, 2020	August 31, 2020	May 31, 2020
Net loss	($3,689,172)	($2,253,315)	($1,328,642)	($1,873,679)
Basic & dilutedloss pershare	($0.40)	($0.24)	($0.20)	($0.40)

During the three months ended February 28, 2022 the Company’s net loss was $12,265,117 compared to a net loss of $3,689,172 in 2021. During the quarter ended February 28, 2022, the Company impaired intangible assets for $10,854,502 (2021 – 32,720) and impaired inventory for $214,966 (2021 – $nil).

Year ended February 28, 2022 and year ended February 28, 2021

During the year ended February 28, 2022, net loss was $16,380,085 as compared to a net loss of $9,144,808 in the prior year.

Amortization increased to $1,165,475 as compared to $773,136 during the prior year. The increase in amortization is the additional amortization on the intangible assets acquired resulting from the acquisitions undertaken in the prior year and the current year ended February 28, 2022. There was a reduction in research and development expense from $467,127 in prior year to $125,236 in current year due to liquidity and timing for these expenses. In addition, consulting expenses reduced from restated $2,107,195 in the prior year to $1,914,350 in the current year due to lower amortization of prepaid expenses from prior year. Marketing fees decreased from $2,110,686 in prior year to

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

$814,206 and travel and promotion decreased from $99,648 in prior year to $43,633 in current year due to lower marketing and travel costs.

During the current year, the Company recorded a loss on impairment of leasehold improvements for $13,299 (2021 – $nil), loss on impairment of intangible assets for $10,854,502 (2021 –$nil), loss on prepaid expenses and deposit for $4,520 (2021 – $142,800), loss on impairment of inventory for $214,966 (2021: $nil) and loss on subscription receivable for $nil (2021 – $142,800).

As at February 28, 2022, the Company recorded an impairment of $214,966 for its remaining inventory due to it being slow moving. During the year ended February 28, 2022, the Company recorded an impairment of $10,854,502 due to the lack of revenues and no indication of future economic benefits.

The Company recorded a non-cash expense of share- based payment expense for $74,038 during the year ended February 28, 2022 (2021 – $1,137,721). The Company granted 1,375,000 (2021 – 990,000) stock options to consultants and directors of the Company, which are vested immediately on the date of issuance.

Capital Resources and Liquidity

At February 28, 2022, the Company had cash of $847,928 (2021 – $116,807) and working capital deficit of $2,286,391 (2021 – $312,511). The Company raised $860,000 as a secured debenture during the current period which has a maturity term of one year and carried interest of 10% per annum payable on maturity. The debenture is secured with a general security interest in all of the Company’s assets. In addition, the Company issued 10,033,334 common shares for $1,487,000, being subscriptions for common shares. Management has evaluated the Company’s alternatives to enable it to pay its liabilities as they become due and payable in the next twelve-month period, including reducing or postponing expenditures and obtaining additional financing in order to fund its activities. The Company has relied on equity financing to fund its research and general operations since inception.

The Company’s cash is highly liquid and held at a major Canadian financial institution.

	Decrease in Cash for the years Ended
Operating Activities Investing Activities Financing Activities Change in Cash Cash, Beginning of the Year Cash,End of the Year	February 28, 2022 February 28, 2021 $ (2,172,129) $ (6,066,634) – – 2,903,250 5,952,442
	731,121 (114,192) 116,807 230,999
	$ 847,928 $ 116,807

Operating Activities

Cash used in operating activities primarily consist of general and administrative expenditures. The $2,172,129 (2021 – $6,066,634) in the use of cash for operating activities for the year ended February 28, 2022 is mainly attributable to the corporate activities related to the Company’s products and services.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Investing Activities

None

Financing Activities

$2,903,250 cash flow from financing activities for the year ended February 28, 2022 (2021 – $5,952,442).

Cash from financing activities for the year ended February 28, 2022, was primarily attributable to the proceeds of $598,250 from exercised options/warrants (2021 – $1,653,442); secured debenture financing for $860,000 (2021 – $nil); share subscriptions for common shares/units for $1,487,000 (2021 – net $ 4,319,000), lease obligation payments of $42,000 (2021 – $72,000) and proceeds from loans net of repayments of $nil (2021 – net $52,000).

Management has been successful in accessing the equity markets in the current and prior periods, but there is no assurance that such sources will be available, on acceptable terms, or at all in the future. Factors which could impact management’s ability to access the equity markets include the state of capital markets, market prices and market interest for the Company’s direction as a technology company.

Related Party Transactions

Key management comprises directors and executive officers. The Company did not pay postemployment benefits and long-term benefits to key management. The following compensation was paid to key management and their spouses:

	2022	2021
	$	$
Management fees	493,521	750,004
Consulting fees	371,917	216,952
Research and product development	–	5,207
Salaries	69,958	–
Share-based payments	–	438,775
	935,396	1,410,938

The Company entered into the following transactions with related parties during the year ended February 28, 2022:

i) Incurred management fees of $60,000 (2021 - $280,000) to a company controlled by the former President and CEO of the Company.

ii) Incurred management fees of $9,409 (2021 - $nil) and salaries for $69,958 (2021 -$nil) to the former interim CEO of the Company.

iii) Incurred management fees of $69,892 (2021 - $nil) to a company controlled by former interim CEO of the Company.

iii) Incurred management fees of $30,000 (2021 - $nil) to a company controlled by the current CEO of the Company.

v) Incurred management fees of $87,000 (2021 - $90,000) to a company controlled by the CFO of the Company.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

vi) Incurred management fees of $237,220 (2021- salary, management, and consulting fees of $380,004) to a company controlled by the former CTO and director of the Company.

vii) Incurred consulting fees of $197,750 (2021 - $nil) to a company controlled by the former Executive Chairman of the Company.

viii) Incurred management fees and research and product development of $nil (2021 - $36,326) to a former director of the Company

x) Incurred consulting fees of $nil (2021 - $60,000) to the spouse of the former President and CEO

xi) During the year ended February 8, 2022, the Company issued 1,580,000 common shares for proceeds of $237,000 to a company controlled by the CEO of the Company.

xii) As at February 28, 2022, $149,200 (2021 - $87,978) is included in accounts payable and accrued liabilities owing to officer and directors of the Company for management and consulting fees and expense reimbursements.

xiii) As at February 28, 2022, $nil (2021 - $18,261) is included in prepaid expenses to the former CTO for consulting services and $nil (2021 - $174,167) is included in prepaid expenses to the spouse of the former CTO for consulting services.

xiv) As at February 28, 2022, $nil (2021 - $82,349) was included in accounts receivable for amounts owing from companies controlled by officers and directors of the Company,

Disclosure of Outstanding Share Data

As at February 23, 2023, the Company has 26,613,490 common shares outstanding.

As at February 23, 2023, the Company has no share purchase warrants outstanding.

As at February 23, 2023, the Company has 137,500stock options outstanding.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Management of financial risk

The types of risk exposure and the Company’s methods of managing the risks remain consistent and are as follows:

(a) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will significantly fluctuate due to changes in market prices. The value of financial instruments can be affected by changes in interest rates, foreign currency rates and other price risk.

(i) Interest rate risk

The Company is not subject to significant interest rate risk with respect to its financial instruments.

(ii) Currency risk

The Company’s reported earnings include gain/losses on foreign exchange, largely reflecting revaluation of its foreign operations, primarily in the United States. The future

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

foreign exchange gain or loss would change based on the level of foreign operating activities.

As at February 28, 2022 and 2021, the Company was exposed to currency risk for its US dollar equivalent of financial assets and liabilities denominated in currencies other than Canadian dollars as follows:

	Held in US	dollars
	(stated in Canadian dollars)
	2022	2021
	$	$
Cash	9,245	12,553
Accounts payable	(573,783)	(627,868)
Net financial liabilities	(564,538)	(615,315)

Based upon the above net exposure as at February 28, 2022, a 10% (2021 - 10%) depreciation or appreciation of the US dollar relative to the Canadian dollar would result in approximately $56,454 (2021 - $61,532) change in the Company’s consolidated net loss and comprehensive loss.

(iii) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate as a result of changes in market prices. The Company is not exposed to significant other price risk on its financial instruments.

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash. The Company limits exposure to credit risk through maintaining its cash with high-credit quality Canadian and US financial institutions. The Company is not exposed to significant credit risk on its trade receivables. The carrying amount of financial assets represents the maximum credit exposure.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due by forecasting cash flows for operations, anticipated investing and financing activities, and through management of its capital structure. All of the Company’s accounts payable and accrued liabilities have contractual maturities of less than 90 days.

The Company has been successful in raising financing in the past; however, there is no assurance that it will be able to do so in the future. As at February 28, 2022, the Company had a working capital deficit of $2,286,391 (2021 – $312,511).

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Risks and Uncertainties

Additional Financing

The Company does not have adequate revenue to fund all its operational needs and may require additional financing to continue its operations if it is unable to generate substantial revenue growth. There can be no assurance that such financing will be available at all or on favorable terms. Failure to generate substantial revenue growth may result in the Company looking to obtain such additional financing could result in delay or indefinite postponement of the Company’s deployment of its products, resulting in the possible dilution. Any such financing will dilute the ownership interest of the Company’s shareholders at the time of the financing and may dilute the value of their shareholdings.

Impact of Covid-19

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specially identified as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation and its operating subsidiaries in future periods.

General Venture Company Risks

The common shares must be considered highly speculative due to the nature of the Company’s business, the early stage of its deployment, its current financial position and ongoing requirements for capital. An investment in the common shares should only be considered by those persons who can afford a total loss of investment and is not suited to those investors who may need to dispose of their investment in a timely fashion. Investors should consult with their own professional advisors to assess the legal, financial and other aspects of an investment in common shares.

Uncertainty of Revenue Growth

There can be no assurance that the Company can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company has achieved or may achieve may not be indicative of future operating results. In addition, the Company may increase further its operating expenses in order to fund increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company’s business, operating results and financial condition will be materially adversely affected.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Dependence on Management and Key Personnel

The Company is dependent on certain members of its management. The loss of the services of one or more of them could adversely affect the Company. The Company’s ability to maintain its competitive position is dependent upon its ability to attract and retain highly qualified managerial, specialized technical, manufacturing, sales and marketing personnel. There can be no assurance that the Company will be able to continue to recruit and retain such personnel. The inability of the Company to recruit and retain such personnel would adversely affect the Company’s operations and product development.

Dependence on Key Suppliers

The Company currently has multiple suppliers in Canada, United States of America and China for each of the component parts and raw materials required to assemble the Company’s finished products. There is a potential risk that, from time to time, the Company could face a shortage of parts and raw materials in the future if the Company’s suppliers are unable to support current or increased customer demand for the Company’s products. This could have a material negative impact on the business development plans of the Company, its revenues and continued operations.

Product Liability

The Company may be subject to proceedings or claims that may arise in the ordinary conduct of the business, which could include product and service warranty claims, which could be substantial. If its products fail to perform as warranted and it fails to quickly resolve product quality or performance issues in a timely manner, sales may be lost and it may be forced to pay damages. Any failure to meet customer requirements could materially affect its business, results of operations and financial condition. The occurrence of product defects and the inability to correct errors could result in the delay or loss of market acceptance of its products, material warranty expense, diversion of technological and other resources from its product development efforts, and the loss of credibility with customers, manufacturer’s representatives, distributors, value added resellers, systems integrators, original equipment manufacturers and end-users, any of which could have a material adverse effect on the Company’s business, operating results and financial conditions.

Marketing and Distribution Capabilities

In order to commercialize its technology, the Company must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or arrange for third parties to perform these services. In order to market certain of its products, the Company must either acquire or develop a sales and distribution infrastructure. In order to maximize sales of other products, the Company may determine that it needs to either acquire or develop a sales and distribution infrastructure. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of its management and key personnel and defer its product development and deployment efforts. To the extent that the Company enters into marketing and sales arrangements with other companies, its revenues will depend on the efforts of others. These efforts may not be successful. If the Company fails to develop substantial sales, marketing and distribution channels, or to enter into arrangements with third parties for those purposes, it will experience delays in product sales and incur increased costs.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Rapid Technological Development

The markets for the Company’s products and services are characterized by rapidly changing technology and evolving industry standards, which could result in product obsolescence or short product life cycles. Accordingly, the Company’s success is dependent upon its ability to anticipate technological changes in the industries it serves and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that the Company will successfully develop new products or enhance and improve its existing products or that any new products and enhanced and improved existing products will achieve market acceptance. Further, there can be no assurance that competitors will not market products that have perceived advantages over the Company’s products or which render the products currently sold by the Company obsolete or less marketable. Regardless of the Industry as a whole, the less lethal sector moves somewhat slower in the adaptation and integration of new products.

The Company must commit significant resources to developing new products before knowing whether its investments will result in products the market will accept. To remain competitive, the Company may be required to invest significantly greater resources then currently anticipated in research and development and product enhancement efforts and result in increased operating expenses.

Competition

The Company’s industry is competitive and composed of many foreign companies. The Company has experienced and expects to continue to experience, substantial competition from numerous competitors whom it expects to continue to improve their products and technologies. Competitors may announce and introduce new products, services or enhancements that better meet the needs of end-users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels or other factors. Competitors may be able to respond more quickly than the Company to changes in end-user requirements and devote greater resources to the enhancement, promotion and sale of their products.

Intellectual Property

The Company’s ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its technology and manufacturing processes. Although the Company considers certain of its product designs as well as manufacturing processes involving certain of its products to be proprietary, patents or copyrights do not protect all design and manufacturing processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company’s competitors will not independently develop technologies that are substantially equivalent or superior to the Company’s technology.

To protect the Company’s intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Infringement of Intellectual Property Rights

While the Company believes that its products and other intellectual property do not infringe upon the proprietary rights of third parties, its commercial success depends, in part, upon the Company not infringing intellectual property rights of others. Some of the Company’s competitors and other third parties have been issued or may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those utilized by the Company. Some of these patents may grant very broad protection to the owners of the patents. The Company has not undertaken a review to determine whether any existing third- party patents or the issuance of any third- party patents would require the Company to alter its technology, obtain licenses or cease certain activities. The Company may become subject to claims by third parties that its technology infringes their intellectual property rights due to the growth of products in its target markets, the overlap in functionality of those products and the prevalence of products. The Company may become subject to these claims either directly or through indemnities against these claims that it provides to end-users, manufacturer’s representatives, distributors, value added resellers, system integrators and original equipment manufacturers.

Litigation may be necessary to determine the scope, enforceability and validity of third- party proprietary rights or to establish the Company’s proprietary rights. Some of its competitors have, or are affiliated with companies having, substantially greater resources than the Company and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for a longer period of time than the Company. Regardless of their merit, any such claims could be time consuming to evaluate and defend, result in costly litigation, cause product shipment delays or stoppages, divert management’s attention and focus away from the business, subject the Company to significant liabilities and equitable remedies, including injunctions, require the Company to enter into costly royalty or licensing agreements and require the Company to modify or stop using infringing technology.

The Company may be prohibited from developing or commercializing certain technologies and products unless it obtains a license from a third party. There can be no assurance that it will be able to obtain any such license on commercially favorable terms or at all. If it does not obtain such a license, it could be required to cease the sale of certain of its products.

Health and Safety

Health and safety issues related to its products may arise that could lead to litigation or other action against the Company or to regulation of certain of its product components. The Company may be required to modify its technology and may not be able to do so. It may also be required to pay damages that may reduce its profitability and adversely affect its financial condition. Even if these concerns prove to be baseless, the resulting negative publicity could affect the Company’s ability to market certain of its products and, in turn, could harm its business and results from operations.

Stress in the global financial system may adversely affect the Company’s operations in ways that may be hard to predict or to defend against

Recent events have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, events seemingly unrelated to the Company, or to its industry, may adversely affect its finances or operations in ways that are hard to predict or defend against. For example, credit contraction in financial markets may hurt the Company’s ability to access credit

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

when it is needed or rapid changes in foreign exchange rates may adversely affect financial results. Finally, a reduction in credit, combined with reduced economic activity, may adversely affect businesses and industries that collectively constitute a significant portion of the Company’s customer base. As a result, these customers may need to reduce their purchases of the Company’s products, or there may be greater difficulty in receiving payment for the products that these customers purchase from the Company. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on the business, operating results, and financial condition.

Dividend Policy

The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future. The future dividend policy of the Company will be determined by its directors.

Lack of Active Market

There can be no assurance that an active market for the common shares will continue and any increased demand to buy or sell the common shares can create volatility in price and volume.

Market Price of Common Shares

There can be no assurance that an active market for the common shares will be sustained. Securities of small and midcap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the attractiveness of certain industries. The price per common share is also likely to be affected by change in the Company’s financial condition or results of operations as reflected in its quarterly filings. Other factors unrelated to the performance of the Company that may have an effect on the price of common shares include the following: the extent of analytical coverage available to subscribers concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect a subscriber’s ability to trade significant numbers of common shares, the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities; a substantial decline in the price of the common shares that persists for a significant period of time could cause the Company’s securities to be delisted from the exchange, further reducing market liquidity. If an active market for the common shares does not continue, the liquidity of a subscriber’s investment may be limited, and the price of the common shares may decline. If such a market does not develop, subscribers may lose their entire investment in the common shares.

Political Regulatory Risks

Any changes in government policy may result in changes to laws affecting the sale of the Company’s products. This may affect the Company’s ability to ship product in the future. The possibility that future governments may adopt substantially different policies, may also affect the Company’s operations.

Binovi Technologies Corp. Management Discussion and Analysis Year ended February 28, 2022

Potential Conflicts of Interest

The directors and officers of the Company may serve as directors and/or officers of other public and private companies and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers of the Company may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. The laws of British Columbia, Canada, require the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict-of-interest situations, directors and officers of the Company may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions.

Management’s Responsibility for Financial Information

The Company's consolidated financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The consolidated financial statements were prepared by management in accordance with IFRS and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.

The Board of Directors supervises the consolidated financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

This committee’s role is to examine the consolidated financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually, with or without the Company’s management, to discuss the results. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.