GetSwift Technologies Limited — Annual Report 2021

Oct 16, 2021

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ANNUAL INFORMATION FORM For the Year ended June 30, 2021 October 15, 2021

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TABLE OF CONTENTS

FORWARD-LOOKING AND OTHER STATEMENTS ........................................................................................ 2 MEANING OF CERTAIN REFERENCES .............................................................................................................. 3 MARKET AND INDUSTRY DATA .......................................................................................................................... 3 THE CORPORATE STRUCTURE ........................................................................................................................... 4 BUSINESS OF THE CORPORATION ..................................................................................................................... 6 DIVIDENDS AND DISTRIBUTIONS ..................................................................................................................... 14 DESCRIPTION OF SHARE CAPITAL ................................................................................................................. 14 MARKET FOR SECURITIES ................................................................................................................................. 19 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ................................................................................................................................................................ 19 EXECUTIVE OFFICERS AND DIRECTORS ...................................................................................................... 20 AUDIT COMMITTEE .............................................................................................................................................. 24 RISK FACTORS ....................................................................................................................................................... 25 PROMOTERS ........................................................................................................................................................... 42 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................... 42 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.................................... 46 TRANSFER AGENT AND REGISTRAR .............................................................................................................. 46 MATERIAL CONTRACTS ..................................................................................................................................... 46 INTERESTS OF EXPERTS ..................................................................................................................................... 47 ADDITIONAL INFORMATION ............................................................................................................................. 47 GLOSSARY OF TERMS.......................................................................................................................................... 48 APPENDIX A AUDIT COMMITTEE CHARTER ............................................................................................... 52

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FORWARD-LOOKING AND OTHER STATEMENTS

This Annual Information Form (the “ AIF ”) contains forward-looking statements or forward-looking information (collectively, “ forward-looking statements ”) under applicable Canadian securities legislation including, without limitation, statements containing the words “believe,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative or grammatical variations of these terms or other comparable terminology, although not all forward-looking statements contain these words and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this AIF include, but are not limited to, statements relating to:

Such statements reflect our current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by GetSwift as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this AIF, the Corporation has made various material assumptions, including but not limited to (i) the Corporation’s ability to initiate and complete its proposed clinical trials in a timely manner; (ii) the ability of the Corporation to secure the requisite level of patient and site enrollment; (iii) the Corporation’s ability to enter into the requisite clinical trial agreements relating to any proposed clinical trials; (iv) obtaining positive results of clinical trials; (v) obtaining regulatory approvals; (vi) general business and economic conditions; (vii) the Corporation’s ability to successfully out-license or sell its current products and in-license and develop new products; (viii) the availability of financing on reasonable terms; (ix) the Corporation’s ability to attract and retain skilled staff; (x) market competition; (xi) the products and technology offered by the Corporation’s competitors; (xii) the Corporation’s ability to protect patents and proprietary rights; (xiii) the anticipated timing of the Commission’s review in respect of the revocation of the CTO and the anticipated timing of the revocation of the CTO; and (xiv)the effect of COVID-19 infections on the Corporation’s business and operations.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including risks related to:

• expectations regarding our revenue, expenses and operations;

• business plans, growth strategy and growth rate, including, without limitation, our intentions with respect to market positioning;

• the ability of management to effectively manage the Corporation;

• the availability of financing under the Amended LDA Agreement;

• our intended strategy for growth;

• matters relating to the Corporation Incentive Plan and the GSW Legacy Plans and the administration thereof;

• our treatment under regulatory regimes and applicable laws;

• our anticipated agreements with third parties, including, without limitation, the terms thereof, the timing of such agreements, the expected outcomes of such agreements and the geographic locations of such parties;

• the composition of the Board and management of the Corporation;

• the share ownership of the directors of the Corporation;

• our planned business objectives and future dividend policy;

• the time and attention each executive officer and director will devote to our business;

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• the compensation structure for executive officers and directors, including the terms of any related agreements;

• our corporate governance practices and policies;

• future intellectual property, R&D, service configurations and offerings, and business lines;

• the impact certain identified risks may have on the Corporation;

• the Commission’s timing to complete its review in respect of the revocation of the CTO;

• the intentions of the Board with respect to the executive compensation plans and corporate governance plans described herein;

• the timing and impact of ongoing litigation matters involving GSW Australia and certain directors thereof;

• the likelihood and impact of a settlement of the Webb Proceeding, including any estimates or expectations related to accruals made by the Corporation in respect of the settlement of the Webb Proceeding, and the terms of any such settlement;

• our anticipated cash flows and costs, and their effect on our ability to achieve our stated business objectives and

• the other risks discussed under the heading “ Risk Factors ”.

Should one or more of these risks or uncertainties, or a risk that is not currently known to us, materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this AIF and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

MEANING OF CERTAIN REFERENCES

As used in this AIF, unless the context otherwise indicates:

• the terms “GetSwift”, “GSW”, “Corporation”, “we”, “us” and “our” mean GetSwift Technologies Inc.;

• the term “GetSwift Group” means, as the context requires, (i) the Corporation on a consolidated basis with each of its direct and indirect subsidiaries if such term is used to refer to a period of time or event occurring on or after the Effective Date and (ii) GSW Australia on a consolidated basis with each of its direct and indirect subsidiaries if such term is used to refer to a period of time or event occurring prior to the Effective Date; and

• unless otherwise indicated all dollar amounts are in Canadian dollars.

For an explanation of certain technical terms and abbreviations used in this AIF, see the “ Glossary of Terms ” section of this AIF.

MARKET AND INDUSTRY DATA

Market and industry data presented in this AIF was obtained from third party sources, industry reports, journals, studies and publications, websites and other publicly available information, as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the technology and service industries, markets and economies (including our opinions, estimates and assumptions relating to such industry, markets and economies based on that knowledge). Certain statistical information and market research contained in this AIF, such as the results of studies or surveys, are based on surveys or studies conducted by independent third parties. We believe that the industry, market and economic data presented throughout this AIF is accurate and, with respect to data prepared by us or on our behalf, that our opinions, estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the industry, market and economic data presented throughout this AIF are not guaranteed. Actual outcomes may vary materially from those forecasted in such

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reports or publications, and the likelihood for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, we have not independently verified any of the data from third party sources referred to in this AIF, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying industry, market, economic and other assumptions relied upon by such sources. Industry, market and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

THE CORPORATE STRUCTURE

Name, Address and Incorporation

The Corporation was incorporated as “GetSwift Technologies Limited” under the Business Corporations Act (British Columbia) on May 19, 2020 pursuant to its certificate of incorporation for the sole purpose of facilitating the Arrangement. One Preferred share in the capital of the Corporation (a “ Preferred Share ”) was issued to Carl Mogridge, an independent director of each of the Corporation and GSW Australia, in connection with the incorporation of the Corporation and was redeemed and cancelled in connection with the Arrangement.

The registered office of the Corporation is located at 20[th] Floor, 250 Howe Street, Vancouver, British Columbia, Canada, V6C 3R8.

Intercorporate Relationships

The Corporation has the following subsidiaries:

• GetSwift Limited (“ GSW Australia ”), located in Australia and incorporated under the under the Australian Corporations Act with Australian Company Number 604 611 556 pursuant to a Certificate of the Registration dated March 6, 2015;

• Get Swift Logistics Pty Ltd., located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 605 045 654;

• Liquorun Pty Ltd. (“ Liquorun ”), located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 164 998 734;

• Marketplace Connect Pty Ltd, located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 621 017 730;

• Distributed Logistics Pty. Ltd., located in Australia and incorporated under the Australian Corporations Act with Australian Company Number 166 066 379;

• GetSwift, Inc. (“ GSI ”), located in the United States and incorporated under the laws of the state of Delaware;

• GetSwift, d.o.o., located in Serbia and incorporated under the provisions of the Company Law Articles 139244 (Official Gazette of the Republic of Serbia, No. 36/2011, 83/2014, 4/2015 and 44/2018);

• Logo, d.o.o. (“ Logo ”), located in Serbia and incorporated under the Company Law Articles 139-244 (Official Gazette of the Republic of Serbia, no 36/2011, 99/2011, 83/2014).

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GetSwift Limited

Together with its subsidiaries, GSW Australia offers its clients a suite of software products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance. GSW Australia’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Other than GetSwift, d.o.o., which is wholly-owned by GSI, and Logo, which is majority-owned by GSI, each other subsidiary of GSW Australia is wholly and directly owned by GSW Australia.

Get Swift Logistics Pty Ltd.

Get Swift Logistics Pty Ltd. is a wholly-owned subsidiary of GSW Australia and provides operational support to GSW Australia by employing Australian staff and invoicing certain clients.

GetSwift, Inc.

GSI is a wholly-owned subsidiary of GSW and wholly owns GetSwift, d.o.o.. In addition, GSI owns the Delivery Biz Pro (“ DBP ”) and Scheduling Plus (“ SP ”) platforms and holds a majority interest in Logo. DBP offers a subscriptionbased cloud service for businesses with scheduled, recurring product orders such as produce, meal-kit, farm-to-table, water and other home and commercial deliveries. DBP’s platform provides delivery providers software tools to fulfill their customers’ recurring delivery needs. SP combines staff scheduling, task management, time and attendance, recordkeeping, and payroll into a single subscription-based cloud solution, which allows businesses of all sizes to reduce time spent on employee management and optimize their capital management.

GetSwift, d.o.o.

A wholly-owned subsidiary of GSI, GetSwift, d.o.o. provides internal and external support services to the sales, operational, and technical organizations of each of GSW Australia’s subsidiaries.

Logo, d.o.o.

Logo is an information and technology firm that provides technical services to a range of enterprise and government clients. In February 2020, GSW Australia, by its wholly-owned subsidiary, GetSwift, Inc., acquired a 60% equity interest in Logo pursuant to the Logo Acquisition Agreement.

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Logo specializes in network and communication centers, establishing and managing data centers, telecommunications infrastructure, information security, infrastructure safety systems, and building automation systems. We view Logo’s services as being integral to many public and private network, infrastructure and information security operations.

In connection with the acquisition of GSW Australia’s interest in Logo, Bane Hunter, GSW’s Chief Executive Officer, was appointed Chairman of the Supervisory Board of Logo and Robert Bardunias, GSW’s Chief Operating Officer, was appointed Vice Chairman of the Supervisory Board of Logo.

BUSINESS OF THE CORPORATION

Overview of the Corporation

GSW is a technology and services company that offers a suite of software products and services focused on business and logistics and automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure products and services including consulting, design, construction, and maintenance (collectively, the “ GetSwift Offering ”). The Corporation’s offerings are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

GSW was originally conceived by founder, President, and Managing Director of GSW Australia, Joel Macdonald, and its early technology was initially developed in 2013 to internally manage the distribution and delivery services of Australian alcohol e-commerce business, Liquorun, which is now a wholly-owned subsidiary of GSW Australia. Similar to other urban delivery and distribution businesses, Liquorun found that the management of “last mile deliveries” was costly and inefficient with respect to visibility, dispatch, routing, and tracking-based metrics. As a result, Liquorun developed a secure, stable and scalable delivery management system that improved the management and analysis of its local delivery operations. The implementation of the first internal delivery management software platform at Liquorun provided immediate efficiency gains in operations and the improvement in end customer satisfaction and led to increasing revenues, which resulted in a successful Proof of Concept (POC) trial with a large US grocery delivery service.

As a result of the successful trial, Liquorun and its management pursued new market opportunities that offered greater potential for scalability, higher margins, and lower costs, and led to the conception of a new paradigm for distribution and tracking technology with a broad application across multiple industries and vertical supply-chains. Upon recognition that its dispatch tool could be adopted across any industry vertical involved in the process of delivering items and people from point A to point B, Liquorun’s dispatch technology was redeveloped as a standalone platform, rebranded as “GetSwift”, and commercialized under the GetSwift Group.

GSW Australia (formerly named Distributed Logistics Group Pty. Ltd.) became the parent company of the GetSwift Group in 2015 as part of the restructuring of legacy businesses of Liquorun and GSW Australia (formerly named Distributed Logistics Group Pty. Ltd.), both incorporated in 2013.

In December 2016, GSW Australia completed its initial public offering (the “ IPO ”) in Australia of 25,000,000 GSW Shares on the facilities of the Australian Stock Exchange at an issue price of A$0.20 per GSW Share for aggregate gross proceeds of A$5,000,000. In addition, in connection with the IPO, GSW Australia changed its name, from Distributed Logistics Group Pty. Ltd., to “GetSwift Limited”.

Following its IPO, GSW Australia’s business and operations began to expand beyond Australia into North America, Europe, the Middle East, Asia, and South America. A significant portion of the Corporation’s business is now located outside Australia, with the majority of new customers acquired following the IPO located across North America, Europe, the Middle East, Africa, and South America. As a result, the Corporation is currently headquartered in New York, New York and has operations and offices in Europe.

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Recent Developments

On July 13, 2021, the Corporation announced that it entered into a Heads of Agreement with law firm Phi Finney McDonald, Therium Capital Management, and Mr. Raffael Webb (the “ Applicant ”) that sets out the proposed terms of a settlement of the claims made by and on behalf of the Applicant against GSW Australia and Mr. Joel Macdonald. The HOA was non-binding on the parties thereto, except for certain limited provisions, and the final settlement is conditional on, among other things, the parties to the HOA entering into a mutually acceptable binding settlement deed and the Federal Court of Australia approving the terms of the settlement. On August 19, 2021, a settlement deed was executed between the Corporation, GSW Australia, Joel Macdonald, a director and the President of the Corporation, the Applicant, Phi Finney McDonald, and Therium Capital Management, in respect of the Webb Proceeding with no admissions as to liability. The settlement deed is conditional upon final settlement approval pursuant to the Federal Court of Australia Act 1976 (Cth). See “ Legal Proceedings and Regulatory Actions - Webb v GetSwift Limited & others Federal Court of Australia NSD 580/2018 ”.

On July 23, 2021, the Corporation announced it was part of a consortium awarded a €23.46 million information technology contract from the Ministry of Trade, Tourism and Telecommunications, Republic of Serbia, providing for the implementation of telecommunication and computer equipment for the purpose of improving infrastructure in Serbian schools over a two-year period.

On September 21, 2021, the Corporation announced the execution of a partnership agreement with Uber Technologies Inc. (“ Uber ”), pursuant to which the parties agreed to integrate their respective offerings and offer a suite of best-inclass products and services. With this partnership, when fully deployed and integrated, both existing and new clients across the United States, Canada, Mexico, Brazil and Australia will have access to Uber’s vast pool of drivers and vehicles. Pursuant to this agreement, GetSwift and Uber will work to integrate their product offerings so that clients will be able to use the GetSwift product suite knowing that their data, customer interaction and payments are secured by GetSwift while benefiting from Uber’s expertise.

Three-Year History

Fiscal 2021 (July 1, 2020 to June 30, 2021)

On September 4, 2020, GSW Australia announced that it entered into the Arrangement Agreement with the Corporation in relation to its proposal to redomicile from Australia to Canada by way of the Arrangement on the terms of the Arrangement Agreement. Implementation of the Arrangement was subject to a number of conditions set forth in the Arrangement Agreement, including Court approval and a vote in favour of the Arrangement by the Requisite Majorities of GSW Shareholders at the Scheme Meeting, as well as the Common Shares having been approved for listing on NEO subject only to the Arrangement becoming effective and the satisfaction of customary listing conditions. Pursuant to the Arrangement Agreement, the Corporation executed the Deed Poll on October 1, 2020, under which the Corporation covenanted in favour of the GSW Shareholders to perform the obligations attributed to GSW Australia under the Arrangement and the Deed Poll.

Under the Arrangement Agreement and the Deed Poll, all of the GSW Shares were exchanged for Common Shares on the basis of the Exchange Ratio, with any fractional entitlement of a GSW shareholder to Common Shares resulting from such exchange rounded down to the nearest whole share. In addition, under the Arrangement Agreement, GSW Australia and the Corporation agreed to use reasonable endeavours to have each GSW Optionholder enter into a legally binding deed with GSW Australia to amend the terms of their GSW Options in connection with the Arrangement and as at the Effective Date, GSW Australia had entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agreed (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW AUstralia), and to amend the terms of any GSW Options they hold such that with effect on the completion of the Arrangement, upon exercise, they will receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options was also converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the Effective Date. These amendments took effect on completion of the Arrangement.

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On September 4, 2020, GSW Australia also announced to the ASX that the GSW Board had established an off-market unmarketable parcel share buy-back facility (“ Buy-Back Facility ”). Further details of the Buy-Back Facility were announced to the ASX on September 11, 2020. An unmarketable parcel is a parcel of GSW Shares with a market value of less than A$500, which was comprised of 946 GSW Shares or less, as at 7.00pm (Sydney, Australia time) on September 3, 2020 (“ Unmarketable Parcel ”) based on a buy-back price of A$0.52815 per GSW Share. The BuyBack Facility was established to provide Unmarketable Parcel holders with the opportunity to sell those parcels without incurring brokerage or handling costs, unless they elected to retain their shareholding and opt-out from the Buy-Back Facility by the closing date of 5.00pm (Sydney time) on October 21, 2020. GSW Australia offered to buy back Unmarketable Parcels through the Buy-Back Facility for the buy-back price of A$0.52815 per GSW Share. The Buy-Back Facility completed on October 29, 2020, with a total of 275,377 GSW Shares being bought back and cancelled in accordance with the Australian Corporations Act.

The Arrangement became legally effective on January 4, 2021 (the “ Effective Date ”) upon the Court order approving the Arrangement being lodged with ASIC. The Arrangement was implemented on January 13, 2021, in accordance with the terms of the Arrangement and the Deed Poll. The GSW Shares were suspended from trading on ASX following the close of trading on the Effective Date. Pursuant to the Arrangement, GSW Australia became a direct wholly-owned subsidiary of the Corporation. GSW Australia was also delisted from the ASX and converted into a proprietary company limited by shares, which continues to exist under Australian corporate law following the Arrangement. In addition, the NEO approved the listing of the Common Shares under the symbol “GSW”, including Common Shares issuable pursuant to the Arrangement and Common Shares issuable upon exercise of the GSW Options in accordance with their terms, and the Common Shares commenced trading on the NEO on January 13, 2021.

In the context of a redomiciliation of the GetSwift Group, the terms of the LDA Agreement required the parties thereto to amend and/or novate the LDA Agreement pursuant to its terms (as amended or novated, the “ Amended LDA Agreement ”) to add any successor entity as a party in place of GSW Australia and to update the conditions applicable to drawdowns made under the LDA Agreement to reflect the redomiciliation of the GetSwift Group to its new jurisdiction and the listing of the GSW Shares (or successor entity shares) on the new market. In connection with the Arrangement, on November 9, 2020, LDA, LDA LLC, GSW Australia, and the Corporation entered into the Amended LDA Agreement and novated the LDA Agreement pursuant to its terms to add the Corporation as a party in place of GSW Australia and to update and amend the conditions applicable to drawdowns made under the LDA Agreement to reflect the redomiciliation of the GetSwift Group to Canada and the listing of the Common Shares on NEO. The full text of the Amended LDA Agreement is available on the Corporation's SEDAR profile.

On February 3, 2021, the Corporation announced the termination of its Chief Strategy Officer. The Corporation does not anticipate hiring another Chief Strategy Officer as at the date of this AIF.

On March 15, 2021, the Corporation’s engagement with former Governor Howard Dean as a member of the Corporation’s advisory board expired and such engagement has not been renewed. Governor Dean remains a resource to the Corporation on an informal basis.

On June 11, 2021, the Corporation announced the departure of its Chief Technology Officer, Dennis Noto, effective May 31, 2021, following the completion of Mr. Noto’s mandate to develop an enterprise grade platform and architecture for GetSwift. Mr. Noto’s remaining responsibilities were transitioned to David Curry, Head of Application and Data Architecture. Mr. Curry was hired to oversee the engineering, product team and management of the new enterprise architecture.

Fiscal 2020 (July 1, 2019 to June 30, 2020)

In February 2020, GSW Australia announced the acquisition, through its wholly-owned subsidiary, GetSwift, Inc., of a 60% equity interest in Logo, a European information and communications technology firm for €5,500,000, pursuant to the terms of a share purchase agreement dated January 29, 2020 between GSW and certain vendors (the “ Logo Vendors ”) party thereto (the “ Logo Acquisition Agreement ”). The Logo Acquisition Agreement also provides for the payment by GSW Australia to the Logo Vendors of (i) an earnout payment in respect of Logo’s 2020, 2021, and

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2022 financial years based on the amount by which Logo’s aggregate revenue exceeds the revenue threshold described in the Logo Earnout Notice and (ii) an amount equal to 10% of the amount (if any) by which Logo’s EBITDA in any of the financial years 2021, 2022, or 2023 exceeds EUR 1,500,000.

On February 1, 2021, the Seller provided an Earnout Notice stating that certain revenue targets had been achieved and negotiations are underway regarding payment. The Corporation is working to confirm whether all revenue targets have been achieved. In addition, the Corporation will pay additional contingent consideration equal to 10% of the earnings before interest, taxes, depreciation, and amortization of Logo above $1.7 million in each of the fiscal years ending June 30, 2020, 2021 and 2022. These thresholds were not been achieved in the 2020 and 2021 fiscal years.

Pursuant to an agreement between GSW Australia and the Logo Vendors, (i) GSW has the right (the “ Logo Call Option ”), but not the obligation, to purchase from the Logo Vendors all of their respective remaining equity interests in Logo held by the Logo Vendors at any time between May 1 and July 31 during each of the calendar years 2021, 2022, or 2023 and (ii) the Logo Vendors have the right (the “ Logo Put Option ”), but not the obligation, to sell to GSW Australia all of their respective remaining equity interests in Logo held by the Logo Vendors at any time between May 1 and July 31 during each of the calendar years 2021, 2022, or 2023. The purchase price of the equity interests to be sold pursuant to the Logo Call Option or Logo Put Option, as applicable, shall be an amount calculated based on Logo’s trailing EBITDA and financial indebtedness at the time of any such transaction in accordance with the relevant agreement.

Logo was founded in 1990 and provides services to a range of enterprise and government clients, particularly in Europe. Logo provides services for public and private network, infrastructure and information security operations. The acquisition of Logo broadened GSW Australia’s offering of products and services including data centers, communications infrastructure, and information security among others. The acquisition of Logo also enabled GSW Australia to work with larger enterprise clients around the world and accelerate its global expansion.

In March 2020, GSW Australia entered into a put option agreement (the “ LDA Agreement ”) with LDA Capital Limited (“ LDA ”) and LDA Capital, LLC (“ LDA LLC ”) dated March 7, 2020, pursuant to which LDA granted GSW Australia a put option entitling GSW Australia to issue capital call notices on the terms and conditions set out in the LDA Agreement. Pursuant to the LDA Agreement, GSW Australia was entitled to require LDA, at any time during a three-year commitment period, to subscribe for such number of GSW Shares having a total price not to exceed US$45 million ($62.55 million) (the “ LDA Maximum Commitment ”), subject to GSW Australia satisfying certain conditions set out in the LDA Agreement.

Prior to completion of the Arrangement and the novation of the LDA Agreement in connection with the Arrangement, the LDA Agreement provided GSW Australia (and, following completion of the Arrangement, the Corporation) with access to committed equity capital in the event such capital was required for use in the business (including for working capital purposes).

The LDA Agreement did not contain any exclusivity provisions that restrict raising additional or alternative funds by any means and/or with other parties, including, without limitation, entering into any other put options or share or debt financings or similar contractual arrangements with other parties.

Pursuant to the terms of the LDA Agreement, GSW Australia was required to pay LDA a commitment fee equal to 2% of the LDA Maximum Commitment (being US$900,000) without counterclaim, set-off, or deduction (the “ Commitment Fee ”). The Commitment Fee was paid as follows (i) US$600,000 to LDA on May 7, 2020, being the date that was five business days after any trading day when the closing price of the GSW Shares on the ASX is equal to or greater than A$0.75, and (ii) US$300,000 to LDA on September 15, 2020. In addition, on each closing date with respect to a capital call, GSW Australia was required to pay LDA a financing expense equal to 3% of the applicable Capital Call Amount. GSW Australia also paid the reasonable legal fees and expenses of LDA incurred in relation to the preparation and negotiation of the LDA Agreement.

In addition, under the LDA Agreement, GSW Australia was required to issue to LDA LLC up to 3,959,550 GSW Options from time to time based on the proportion of the GSW Shares subscribed for by LDA under the terms of the LDA Agreement. The GSW Options issuable under the LDA Agreement would be exercisable at 125% of the

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applicable purchase price of the GSW Shares specified in the applicable closing statement for a period of 3 years from the applicable closing date. No GSW Options were issued pursuant to the LDA Agreement.

On March 17, 2020, GSW Australia announced the appointments of former Governor Howard Dean and Lieutenant General (Ret.) Mark Bowman as co-chairs of its advisory board established to proactively assist management with the identification and cultivation of new public and private sector business verticals. Governor Dean is a physician, former US presidential candidate, and Democratic National Committee Chairman who served as Governor of Vermont for six four-year terms. General Bowman served as the Director Command, Control, Communications and Computers and Chief Information for the Joint Chiefs of Staff at the Pentagon in Washington, DC.

Fiscal 2019 (July 1, 2018 to June 30, 2019)

GSW opened a global software development center in Denver, Colorado in the United States in October 2018 and announced the acquisition of DBP and SP in February 2019.

Pursuant to an asset purchase agreement (the “ DBP APA ”) dated February 19, 2019, between GSI, the vendors specified therein (the “ DBP Vendors ”), and certain selling shareholders of the DBP Vendors, GSI acquired the DBP and SP platforms from the DBP Vendors for a purchase price of US$5,500,000, subject to adjustments, plus earn-out payment (the “ DBP Earnout ”) obligations. The DBP APA was amended pursuant to a First Amendment to Amendment to Asset Purchase Agreement dated February 1, 2020 (the “ DBP Amending Agreement ” and references to “DBP APA” shall hereinafter be to the DBP APA as amended by the DBP Amending Agreement) to modify and amend the time period relevant to the calculation of the DBP Earnout. Pursuant to the DBP APA, the DBP Earnout Payment will be equal to 25% of the amount (if any) by which the gross revenue received from the DBP and SP platforms during the 12-month periods ending March 18, 2020 and March 18, 2021 exceeds US$1,500,000. GSI paid a DBP Earnout to the DBP Vendors in the amount of US$119,386 for the 12-month period ended March 18, 2020.

DBP is a subscription-based cloud service for businesses with scheduled, recurring product orders such as produce, meal-kit, farm-to-table, water and other home and commercial deliveries. DBP’s platform gives delivery providers critical software tools to fulfill their customers’ recurring delivery needs. SP combines staff scheduling, task management, time and attendance, recordkeeping, and payroll into one easy to use subscription-based cloud solution, which allows businesses of all sizes to reduce time spent on employee management and optimize their capital management.

In February 2019, GSW Australia also opened a second development center in Europe located in Belgrade, Serbia, to support its growing development needs and to provide geographic diversification to increase global support capabilities for the Europe and the Middle East regions.

Our Business Strategy

GSW’s business strategy has been to offer a series of products and services in the areas of logistics, infrastructure, information security, data management and storage, business intelligence, and ecommerce verticals.

GSW’s objective is to be able to offer these services and solutions to public and private sector clients regardless of geography. Primary areas of focus for GSW’s growth strategy include continued growth of global market share and the advancement of the GetSwift Offering in a manner that provides for machine learning and data analytics. GSW is also focused on increasing global brand awareness among businesses of all sizes and enterprise customers with business operations that require enhanced optimization.

In 2017 and 2018, when the primary focus was servicing demand in last-mile delivery optimization, GSWAustralia assembled a team of last-mile sales, marketing, and support specialists to serve small, medium, and larger enterprise customers. Additionally, GSW Australia built a global program management team that has the ability to deploy onboarding and program launch capabilities for customers over the phone, via internet chat services, or onsite at designated customer locations.

In 2018, GSW Australia dedicated additional internal resources to improve cloud-provisioning and penetration testing on the GetSwift Offering to improve uptime and defend against potential cyberattacks. GSWAustralia also invested

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in improving the depth and breadth of its product offerings, including an effort in iOS and Android to assure high reliability and increased functionality for users which involved the hiring of native mobile application developers. GSW Australia also addressed emerging General Data Protection Regulations, launched a new cloud instance in Europe, and met customer specific needs for data certification within specific geographic boundaries while meeting requirements for improved system response during 2018.

The Corporation has also demonstrated experience in pursuing and completing acquisitions and integrating acquired assets into the GetSwift Offering. The acquisition of DBP enabled GSW Australia to lower the technology barrier for farmers of all sizes, whether by way of scheduled home deliveries of fresh produce or daily supplies to local-food conscious restaurants. With DBP’s diverse product offering including front-end ordering, route mapping and business intelligence, the incorporation of DBP’s technology to the GetSwift Offering has provided the Corporation’s customers with an end-to-end last-mile solution in key markets including, but not limited to, fresh produce, meal kits, dairy, and water distribution. As at June 30, 2020, DBP’s customers were located primarily in the United States and Canada and DBP observed retention of customers greater than 95%, and retention of greater than 82% and 91% as at June 30, 2019 and December 31, 2019, respectively.

DBP has four key components that combine with the core GetSwift Platform: customer facing front-end marketplace, admin-facing backend day to day operations suite of tools, mobile driver software, and the IT related components of hosting, data backups, security, Payment Card Industry Security Standard compliance, and scalability. These components combine business-critical daily functions such as an advanced customer marketplace, intelligent route assignment, customer management, billing, inventory, packing, routing, communication, reporting, procurement, and mobile friendliness.

Similarly, the acquisition of SP combines staff scheduling, task management, time and attendance recordkeeping and payroll into one simple subscription-based cloud solution, allowing the Corporation’s customers, of all sizes, to reduce time spent on repetitive tasks and focus instead on human capital growth. Integrating SP with the GetSwift Offering enables SP to leverage best-in-class global management, sales, product, and engineering teams to accelerate growth, provide scheduling services to businesses, in particular existing GSW customers, to optimize and increase the efficiency of their hourly workforce operations.

With the acquisition of Logo, the Corporation is able to offer clients a suite of complementary services in areas including data centers, communications infrastructure, and information security among others. The Corporation’s combined offerings of operations optimization SaaS, technical, and infrastructure services position it as uniquely able to effectively service enterprise clients (including governments) as well as multinational firms operating across diverse industries and jurisdictions.

Industry Competition

GSW and the GetSwift Offering participate in a number of diverse markets and industries that are highly fragmented globally and vary by horizontal and vertical markets as well as by geographic region. The markets that make up the SaaS industry, the business optimization industry, the information security industry, the communications infrastructure industry and the last-mile delivery industry are rapidly evolving, highly competitive, and by their nature involve exposure to the industries of clients and customers.

While we do not believe that any specific competitor offers the distinct value proposition and integrated capabilities we offer, GSW faces direct competition from other SaaS operators, in-house solutions, and managed service providers. Although most of our competitors are privately held, have smaller operations than GSW, and are not as well capitalized, GSW and the GetSwift Offering also compete against established technology brands, such as Huawei, Deputy, Loginext, Workwave, Telegroup, Postmates, and Doordash.

Our Products and Services

Together with its subsidiaries, the Corporation offers its clients a suite of products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset track, real-time alerts, cloud communications, and communications infrastructure, among others.

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The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

As at June 30, 2021, GSW had no debt or off-balance sheet financings and approximately $7.3 million USD in cash and cash equivalents.

Customers

The GetSwift Offering services primarily two client types: (i) pay-as-you-go; and (ii) enterprise. Subscription / Pay-as-you-go: Subscription / Pay-as-you-go customers are typically small and medium-sized businesses with whom interaction is largely conducted online. Customer acquisition for small and medium-sized businesses usually occurs through word of mouth and digital advertising. Such customers may also enter into agreements that provide long-term pricing.

Enterprise: Enterprise customers are typically larger national and multinational organizations with multi-site requirements and specific, customized needs. The customer acquisition process and sales-cycle for enterprise clients can range from several months to over a year and can require consistent interaction and coordination with all levels of the client’s organization.

Depending on the segment of the GetSwift Offering and subject to the contractual terms that apply to each client, clients may be able to terminate their contractual relationships upon notice or unilaterally limit or cease usage of the GetSwift Offering. Clients are able to utilize the GetSwift Offering at their discretion, which will have a corresponding impact on the fees paid by such clients.

North America represented the largest area of incremental geographic growth of new customers during the fiscal year ended June 30, 2021, representing approximately 54% of total new customers acquired by GSW during that period. GSW’s products are used around the world with particular concentration in North America. In addition to North American concentration, for its fiscal year ended June 30, 2021, GSW reported customer acquisition by region of approximately 2% for Asia Pacific, 29% for Europe, the Middle East, and Africa, and 19% for the Americas.

Management and Employees

As at June 30, 2021, GSW had 65 full-time employees, and through its acquisition of Logo, GSW has over 200 staff on a consolidated basis. No union represents any of our employees in their relationship with GSW. We consider GSW’s relationship with its employees to be good and view our employees as an important competitive advantage.

Most of GSW’s employees require specialized skill or knowledge in connection with the performance of their duties, including, but not limited to, expertise in sales, marketing, engineering, data science, project management, operations, account management, finance, and business development.

Research and Development

GSW has invested in research and development with a particular focus on technology, enterprise integrations and product development. Approximately 18% of GSW’s global workforce was focused on research and development as of June 30, 2021, compared with 33% as at December 31, 2020 and 35% as at June 30, 2020. With the workforce optimization that the Corporation put in place in fiscal 2020, the R&D focus shifted to workflow automation, infrastructure and scaling management, as well as growing the Corporation’s patent portfolio. Accordingly, a higher proportion of the Corporation’s workforce was available to institute the streamlining measures and work with partners and customers on future product roadmap initiatives. In accordance with industry practice, GSW protects its proprietary rights through a combination of copyrights, trademarks, trade secret laws, and contractual provisions.

GSW generally licenses its software or makes it available as a service to customers pursuant to agreements that impose restrictions on the ability of such customers to use the technology, such as prohibiting reverse engineering, limiting the use of software copies and restricting access and/or use of our source code. GSW typically maintains ownership of modifications and extensions of its software that are made for specific customers, although there may be restrictions on our re-use of such software in some cases.

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We also reduce intellectual property and proprietary information risk by requiring our employees and consultants to execute non-disclosure and assignment of intellectual property agreements. These legal documents require employees and consultants to assign to GSW all intellectual property developed in the course of their employment or engagement. GSW also utilizes non-disclosure agreements to facilitate interaction with business partners and prospective business partners and other relationships where disclosure of proprietary information may be required.

GSW’s software includes software components licensed from third parties including open source software and follows industry best practices for using such software. Replacements for third party licensed software is available either on an open source basis or on commercially reasonable terms.

“GetSwift” is a registered trademark of GSW’s wholly-owned subsidiary, Distributed Logistics Pty. Ltd., in Australia.

GSW’s research and development activities begin with interpreting its vast data pools obtained from the GetSwift Offering, then working closely with the Global Services team, which monitors competitive functionality in the marketplace and identifies where customers are looking with respect to new markets, products and services. GSW’s internal teams then begin research and development, alongside strategic development of any features that will set GSW’s systems and platforms apart from the rest of the market.

GSW’s current R&D activities include:

• Mobile integrations into HealthKit and GoogleFit to allow bluetooth devices to administer temperature readings for staff management and customer confidence.

• Enhance Scheduled Routing algorithms to consider vehicle capacity metrics to drive complex logistics operations

• Research On-Demand Routing criterion inputs (Implicit pick-up, Boundary Area Routing, Scheduled drivers availability) to influence smart decisions to optimize complex routing decisions.

• Research usage of AI NLP technologies to interact with delivery personnel with voice activated assistants to automate delivery tasks.

Our Intellectual Property

The Corporation’s commercial success depends, in part, on our ability to: obtain, maintain, defend and enforce GSW’s intellectual property and trademarks; preserve the confidentiality of GSW’s trade secrets; and operate without infringing, misappropriating or violating the valid and enforceable patents and proprietary rights of third parties. GSW’s ability to stop third parties from making, using, or selling our products may depend on the extent to which we have rights under valid and enforceable copyrights, patents, trademarks or trade secrets that cover these activities.

GSW relies on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain its competitive position and protect its products and processes. GSW seeks to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties that have access to them, such as our employees, corporate collaborators, outside scientific collaborators, sponsored researchers, contract manufacturers, consultants, advisors and other parties. GSW also enters into confidentiality agreements with its employees and consultants with respect to inventions and trade secrets. Any failure to protect our inventors, trade secrets, and know-how with respect to any specific product may adversely affect the market potential of that potential product.

GSW also takes the necessary steps to protect its trademarks. GSW has actively submitted trademark applications in applicable jurisdictions as it continued its expansion.

As of the date of this AIF, GSW Australia has a total of nine trademark filings covering our company logos; word marks and design marks. After successful registration of trademarks, the Corporation actively watches new trademark filings by third parties to maintain market exclusivity and to ensure continued value of our registered marks.

The following table shows our trademark applications/registrations:

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Trademark	Jurisdiction of Filing	Status	Expiry
GetSwift (phrase and design)	Australia, EU, New Zealand, United Kingdom	Active	AUS: September 21, 2026 EU: October 7, 2026 NZ: September 21, 2026 UK: June 2, 2026
Liquorun (phrase and design)	Australia	Active	August 19, 2023
Delivery Biz Pro (phrase)	U.S.	Active	January 7, 2023
CallCube (phrase and design)	Serbia	Active	October 13, 2028

DIVIDENDS AND DISTRIBUTIONS

The Corporation has not declared any cash dividends or distributions for any of our securities in the past and no such dividends or distributions are currently contemplated for the current financial year. As of the date of this AIF, there are no restrictions that prevent the Corporation from paying dividends on the Common Shares, subject to compliance with the requirements of the BCBCA.

It is not contemplated that the Corporation will pay dividends in the immediate or foreseeable future. The Corporation currently intends to retain any future earnings and other cash resources to fund the development and growth of our business. However, any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions, financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.

GSW Australia did not declare any cash dividends or distributions during any of its fiscal years prior to completion of the Arrangement.

DESCRIPTION OF SHARE CAPITAL

The authorized capital of the Corporation consists of an unlimited number of Common Shares (of which 30,764,181 Common Shares are currently issued and outstanding) and an unlimited number of Preferred Shares (of which nil are issued and outstanding). One Preferred Share was issued to Carl Mogridge, an independent non-executive director of each of the Corporation and GSW Australia, in connection with the incorporation of the Corporation, and was redeemed and cancelled in connection with the Arrangement.

The following summarizes the rights attached to each class of shares of the Corporation.

Common Shares

Holders of Common Shares are entitled to receive notice of, attend and vote at, all meetings of the shareholders of the Corporation (except with respect to matters requiring the vote of a specified class or series voting separately as a class or series) and are entitled to one vote for each Common Share held on all matters to be voted on by shareholders at meetings of the shareholders of the Corporation. Holders of Common Shares are entitled to receive such dividends, if, as and when declared by the Board, in their sole discretion. All dividends which the Board may declare shall be declared and paid in equal amounts per Common Share on all Common Shares at the time outstanding. On liquidation, dissolution or winding up of the Corporation, the holders of Common Shares will be entitled to receive the property of the Corporation remaining after payment of all outstanding debts on a pro rata basis, but subject to the rights, privileges, restrictions and conditions of any other class of shares issued by the Corporation. There are no pre-emptive, redemption or conversion rights attached to the Common Shares. All Common Shares issued and outstanding as of

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the date of this AIF have been issued as fully paid and non-assessable Common Shares without liability for further calls or assessment.

Preferred Shares

Holders of Preferred Shares are entitled to receive notice of, attend and vote at, all meetings of the shareholders of the Corporation (except with respect to matters requiring the vote of a specified class or series voting separately as a class or series) and are entitled to one vote for each Preferred Share held on all matters to be voted on by shareholders at meetings of the shareholders of the Corporation. Holders of Preferred Shares are entitled to receive such dividends, if, as and when declared by the Board, in their sole discretion. All dividends which the Board may declare shall be declared and paid in equal amounts per Preferred Share on all Preferred Shares at the time outstanding. With respect to payment of dividends and priority in the distribution of assets in the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the Preferred shares of each series shall be entitled to preference over the Common shares and any other shares ranking junior to the Preferred shares. There are no preemptive or conversion rights attached to the Preferred Shares. The Preferred shares may be redeemed by the Corporation on the payment of the amount of capital paid up thereon together with all then declared and unpaid dividends for each share to be redeemed. The Corporation may redeem the Preferred Shares at any time on 10 Days notice. Preferred shares that are redeemed will be cancelled by the Corporation. All Preferred Shares, when issued, are and will be issued as fully paid and non-assessable Preferred Shares without liability for further calls or assessment.

Options Outstanding and Summary of Incentive Option Plans

No Corporation Options are issued or outstanding as of the date of this AIF.

The directors of the Corporation have adopted a 2020 Incentive Award Plan (the “ Corporation Incentive Plan ”). The purpose of the Corporation Incentive Plan is to promote the success and enhance the value of the Corporation by aligning the individual interests of the Corporation’s directors, employees and consultants to those of the Corporation’s shareholders and by providing such individuals with an incentive for outstanding performance. Employees, directors, and consultants of the Corporation or its subsidiaries may be invited to participate in the Corporation Incentive Plan, which may be administered by the Corporation’s Compensation Committee. The Corporation Incentive Plan also authorizes the Compensation Committee to delegate authority to one or more members of the Board, provided that such directors cannot grant awards to themselves using the delegated authority. Under the Corporation Incentive Plan, the Corporation is authorized to issue Corporation Options, share appreciation rights, restricted share awards, restricted share units, deferred shares, deferred share units, cash based awards, performance shares, dividend equivalents, bonus shares, and other share-based awards. The aggregate number of Common Shares which may be issued under the Corporation Incentive Plan is 3,600,000 Common Shares (excluding Common Shares issued pursuant to GSW Legacy Plans). No awards under the Corporation Incentive Plan may be granted after the tenth anniversary of the earlier of the date the Corporation Incentive Plan was approved by the Board and the date the Corporation Incentive Plan was approved by the shareholders of the Corporation, unless the Corporation Incentive Plan is terminated at an earlier date by the Board. Subject to applicable law (including the rules of the NEO and the provisions of the BCBCA related to disclosable interests and conflicts of directors), the Board may at any time, and from time to time, amend in whole or in part any or all provisions of the Corporation Incentive Plan, or suspend or terminate it entirely, retroactively, or otherwise. However, the rights of a participant with respect to awards granted prior to an amendment may not be materially and adversely affected without the consent of the participant. No amendment may be made that would increase the aggregate number of Common Shares that may be issued under the Corporation Incentive Plan, decrease the exercise price of any share option or stock appreciation right, or make certain amendments to the Corporation Incentive Plan, without approval of the shareholders of the Corporation.

Prior to completion of the Arrangement, in 2017, GSW Australia adopted an employee & executive ownership plan (the “ GSW 2017 Plan ”). Prior to expiry of the GSW 2017 Plan, in November 2019, GSW Australia adopted an updated employee & executive ownership plan (the “ GSW 2019 Plan ”). Under the GSW 2017 Plan and the GSW 2019 Plan, GSW Australia is authorized to issue GSW Options, Performance Rights restricted shares, and other quasiequity incentives to eligible participants, as determined from time to time by the board of directors of GSW Australia. A number of GSW Options have also been issued to GSW directors and other external service providers on separate

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terms outside of the GSW 2017 Plan and GSW 2019 Plan. As of the date of this AIF, 9,717,167 GSW Options are issued and outstanding pursuant to the foregoing security-based compensation arrangements.

Prior to completion of the Arrangement, in April 2020, GSI adopted a 2020 omnibus equity compensation plan (the “ GSW U.S. Plan ” and, together with the GSW 2017 Plan and the GSW 2019 Plan, the “ GSW Legacy Plans ”). Under the GSW U.S. Plan, GSI is authorized to issue GSW Options, Performance Rights, restricted share awards, performance shares of GSW, deferred stock, restricted stock units, dividend equivalents, and other stock-based awards to eligible participants. The maximum number of GSW Shares issuable under the GSW U.S. Plan is 25,000,000 GSW Shares. As of the date of this AIF, no GSW Options have been issued pursuant to the GSW U.S. Plan.

No additional awards will be issued under the GSW Legacy Plans. The Corporation Incentive Plan is the only incentive plan pursuant to which future incentive awards will be made.

Following completion of the Arrangement and as at June 30, 2021, being the end of the Corporation’s most recently completed financial year, an aggregate of 10,214,167 GSW Options are issued and outstanding under all securitybased compensation arrangements of GSW Australia and, as a result of the Arrangement, such GSW Options are now exercisable to purchase a maximum of 1,459,167 Common Shares in accordance with legally binding deeds entered between GSW and each GSW Optionholder amending the terms of the applicable GSW Options to (among other things) be exercisable over such number of Common Shares as determined by the Exchange Ratio. As at June 30, 2021, being the end of the Corporation’s most recently completed financial year, no awards had been granted under the Corporation Incentive Plan.

LDA Options and Summary of Amended LDA Agreement

The Corporation is also authorized to issue up to 565,650 options to purchase Common Shares to LDA LLC from time to time, based on the proportion of any Common Shares subscribed for by LDA, in accordance with the terms and conditions of the Amended LDA Agreement. The amount of options issuable under the Amended LDA Agreement has been adjusted to reflect the Exchange Ratio. As at the date of this AIF, no options to purchase Common Shares have been issued pursuant to the Amended LDA Agreement.

Pursuant to the Amended LDA Agreement, the maximum number of Common Shares that GSW may require LDA to subscribe for pursuant to any capital call notice is limited to a maximum of ten times the average daily number of Common Shares traded on the NEO during the fifteen trading days prior to the issuance of the applicable capital call notice (the “ Capital Call Limit ”). In the event that certain conditions exist, including the volume weighted average price of the Common Shares being less than the Minimum Acceptable Price (as defined below) for a particular trading day, the number of Common Shares that LDA will be required to subscribe for will be reduced by a pre-determined formula set out in the LDA Agreement.

The purchase price of the Common Shares issuable pursuant to a capital call notice is equal to the greater of: (a) the volume weighted average price of the Common Shares during the thirty days following the date of the applicable capital call notice (a “ Capital Call Date ”); and (b) the minimum price per Common Share that GSW nominates in a capital call notice (the “ Minimum Acceptable Price ”). The Minimum Acceptable Price cannot be less than the volume weighted average trading price of a Common Share on the trading day immediately prior to the applicable Capital Call Date.

The amount received by GSW in connection with the sale of Common Shares pursuant to a capital call notice (the “ Capital Call Amount ”) is equal to the aggregate purchase price of the Common Shares (the “ Total Purchase Price ”) less all monies due and payable by GSW to LDA or LDA LLC under the Amended LDA Agreement as at the relevant closing date.

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LDA’s obligations to subscribe for Common Shares under the Amended LDA Agreement are subject to conditions similar to the LDA Agreement, such as the maximum number of Common Shares that the Corporation may require LDA to subscribe for pursuant to any capital call notice and the satisfaction or waiver by LDA of certain conditions in respect of each capital call notice issued pursuant to the Amended LDA Agreement on or before the applicable closing date, which include, but are not limited to, (i) the Common Shares remaining listed on the NEO, (ii) the volume weighted average price of the Common Shares on the NEO on the trading day before the applicable capital call being equal to or higher than the Minimum Acceptable Price, (iii) LDA entering into a share lending agreement with a holder (a “ Share Lender ”) of outstanding Common Shares, (iv) the Share Lender having lent and delivered to LDA such number of Common Shares which is no less than the number of Common Shares specified in the applicable capital call notice, and (v) the Corporation having obtained all authorizations required to issue a capital call notice and complete the transactions contemplated thereby.

If required by LDA, on or prior to the Capital Call Date, the Share Lender will be required to lend and deliver to LDA such number of Common Shares which is no less than the number of Common Shares specified in the applicable capital call notice. Pursuant to the form of share lending agreements, LDA is required to redeliver to the Share Lender an equivalent number of Common Shares on the earlier of: (a) the day that LDA or its nominee is issued Common Shares under the Amended LDA Agreement; and (b) the date which is the business day immediately preceding the anniversary of the applicable share lending agreement.

GSW is under no obligation to issue any Common Shares or convertible securities to LDA or any nominee of LDA if, after the issue of the Common Shares or exercise of Corporation Options, LDA and its associates would have a relevant interest in over 9.9% of the issued and outstanding Common Shares. LDA agreed that during the term of the Amended LDA Agreement it would not: (i) either alone or together with its associates, hold a relevant interest in more than 9.9% of the issued and outstanding Common Shares; or (ii) sell or otherwise dispose of any Common Shares or interests in Common Shares that it is not the registered holder of, other than Common Shares it is entitled or required to subscribe for under a capital call notice or Corporation Option or that LDA is entitled to transfer a transfer of in accordance with any share lending agreement entered into with a Share Lender.

If an event of default under the Amended LDA Agreement occurs, at any time thereafter, LDA is entitled to terminate the Amended LDA Agreement by giving written notice to GSW. If LDA terminates the Amended LDA Agreement due to an event of default, the Commitment Fee and any other amounts payable by GSW under the LDA Agreement, to the extent unpaid as at the date of termination, will become immediately payable by GSW. If LDA or LDA LLC defaulted in the performance or observation of its undertaking or agreements in the Amended LDA Agreement and such default is unremedied for a period of 30 days, GSW is entitled to terminate the Amended LDA Agreement by written notice to LDA and LDA LLC and, in such case, the obligation of GSW to pay any outstanding Commitment Fee shall also terminate. As and from the effective date of the Amended LDA Agreement, GSW Australia is released and forever discharged from any obligations and liabilities under the LDA Agreement other than in respect of certain representations regarding its historical financial statements.

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of Common Shares available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	0	-	3,600,000

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Equity compensation plans not approved by securityholders(1)	1,388,167	A$0.7994(2)	-
Total	1,388,167	A$0.7994(2)	3,600,000

Notes:

• (1) Securityholder approval of such equity compensation plans was obtained by GSW Australia prior to completion of the Arrangement.

• (2) The weighted-average exercise price of the GSW Options presented in the above chart has not been adjusted to reflect the Exchange Ratio. In connection with the Arrangement, GSW Australia entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agreed (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW Australia), and to amend the terms of any GSW Options they hold such that with effect on the completion of the Arrangement, upon exercise, they will receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options was also converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the Effective Date. These amendments took effect on completion of the Arrangement.

As at June 30, 2021, being the end of the Corporation’s most recently completed financial year, there were 9,717,167 GSW Options issued and outstanding, exercisable for 1,388,167 Common Shares. The table below sets out, as at June 30, 2021, all issued and outstanding GSW Options and which category of persons held such GSW Options. No other equity securities or convertible securities of the Corporation or GSW Australia have been issued as at June 30, 2021.

No. of Optionees in Category 2 8 0 0 4 0 0 0	Aggregate Underlying Common Shares 6,500,000 2,879,167 N/A N/A 338,000 N/A N/A N/A	Weighted Average Exercise Price A$0.961 A$0.565 N/A N/A A$0.959 N/A N/A N/A	Expiry Date Range August 14, 2021 – December 20, 2029 August 14, 2021 – December 20, 2029 N/A N/A 11 April, 2028 - 28 February 2033 N/A N/A N/A

Notes:

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• (1) The amounts presented in the above chart have not been adjusted to reflect the Exchange Ratio. In connection with the Arrangement, GSW Australia entered into a legally binding deed with each GSW Optionholder under which each GSW Optionholder agreed (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW Australia), and to amend the terms of any GSW Options they hold such that with effect on the completion of the Arrangement, upon exercise, they will receive in lieu of GSW Shares such number of Common Shares as determined by the Exchange Ratio. The underlying exercise price of the GSW Options was also converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the Effective Date. These amendments took effect on completion of the Arrangement.

MARKET FOR SECURITIES

Prior Sales

During the fiscal year ended June 30, 2021, the Corporation issued the following securities:

Date of Issuance/Grant	Type of Security	Number of Securities Issued	Issue/Exercise Price
May 19, 2020	Preferred Shares	1(1)	$10.00
January 13, 2021	Common Shares	30,764,181(2)	-

Notes:

• (1) One Preferred Share issued to Carl Mogridge an independent non-executive director of each of the Corporation and GSW, in connection with the incorporation of the Corporation was redeemed and cancelled in connection with the Arrangement.

• (2) Issued in connection with the Arrangement to the shareholders of GSW prior to completion of the Arrangement.

Trading Price and Volume

The Common Shares began trading on the NEO, under the symbol “GSW”, on January 13, 2021. On October 5, 2021, being the last trading day prior to the date of this AIF[(1)] , the closing price of the Common Shares on the NEO was $1.38. The Common Shares are also included for trading on the OTC Pink Open Market operated by OTC Markets Group under the symbol “GSWTF”. The following tables sets out the high and low sales prices and the daily average trading volume of the Common Shares on the NEO:

Calendar Period January 14 – 31, 2021 February 2021 March 2021 April 2021 May 2021 June 2021	NEO
	High ($) Low ($) Volume
	2.05 2.04 158 2.04 1.90 863 2.75 1.50 3,042 2.78 2.17 3,460 2.25 0.75 2,970 1.50 $0.82 3,286

Notes:

• (1) On October 5, 2021, the Commission issued a cease trade order as a result of the delay in filing the Corporation’s audited annual financial statements for its year ended June 30, 2021 and related management’s discussion and analysis, this AIF, and the related CEO and CFO certifications. See “ Risk Factors - Cease Trade Order for Failure to File Annual Filings by Deadline ”.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As at June 30, 2021, the Corporation did not have any securities that were subject to escrow or to the knowledge of the Corporation any securities subject to any contractual restrictions on transfer.

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EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the names and municipalities of residence of our directors and executive officers as well as their positions with the Corporation and principal occupations for the previous five years. As of the date of this AIF, the Board consist of Bane Hunter, Joel Macdonald, Carl Mogridge, Marc Naidoo, and Stanley Pierre-Louis. Directors of the Corporation will be elected annually and they are expected to hold office until the Corporation's next annual meeting of shareholders, at which time they will be eligible for re-election.

Name, Age and Residence	**Position **	Principal Occupation in the Past Five Years	Date of Appointment	Number of Common Shares Beneficially Owned, Controlled, or Directed (directly or indirectly)
Mr. Robert Bardunias Wisconsin, USA	Chief Financial Officer and Chief Operating Officer of the Corporation	• Chief Operating Officer of GSW and the Corporation and Chief Financial Officer of the Corporation • Chief Revenue Officer, IRIS.TV	May 19, 2020	0
Ms. Susan Cox New York, USA	Head of Administration and Human Resources of GSW Australia	• Head of Human Resources of GSW Australia	January 23, 2017	96,635
Mr. Bane Hunter New York, USA	Director and Chief Executive Officer of the Corporation	Director and Chief Executive Officer of GSW and the Corporation	May 19, 2020	3,075,946
Mr. Joel Macdonald Florida, USA	Director and President of the Corporation	Managing Director and President of GSW and Director and President of the Corporation	May 19, 2020	4,509,624
Mr. Carl Mogridge Queensland, Australia	Director of the Corporation Member of the Nominating and Corporate Governance Committee and the Audit Committee	• Director of GSW and the Corporation • Director, TPA	May 19, 2020	21,428

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Name, Age and Residence	**Position **	Principal Occupation in the Past Five Years	Date of Appointment	Number of Common Shares Beneficially Owned, Controlled, or Directed (directly or indirectly)
Mr. Marc Naidoo Victoria, Australia	Director of the Corporation Member of the Nominating and Corporate Governance Committee and the Audit Committee	• Director of GSW and the Corporation • Vice President, IT, Incitec Pivot Limited • General Manager, Technology, Toll Group	May 19, 2020	0
Mr. Stanley Pierre- Louis Washington, DC, USA	Director of the Corporation Member of the Nominating and Corporate Governance Committee and the Audit Committee	• President and Chief Executive Officer, Entertainment Software Association • Senior VP, General Counsel, Entertainment Software Association	May 19, 2020	0
Mr. Michael Willetts Toronto, ON, Canada	Corporate Secretary of the Corporation	• Fractional CFO – WD Numerics • CFO - Eccomelt	February 14, 2021	0

Biographies

The following is a brief description of each director and member of management of the Corporation. Each of the executive officers and directors of the Corporation has entered into a non-competition and non-disclosure agreement with GSW Australia or the Corporation, as applicable.

Mr. Robert Bardunias – Chief Operating Officer (and Chief Financial Officer of the Corporation)

Mr. Bardunias has experience leading global companies through partnerships, new technologies, and specialized marketing. Prior to his time at GSW Australia and the Corporation, Mr. Bardunias led the global branding and growth strategy for the native advertising network MGID Inc. More recently, he was one of the co-founders and Chief Revenue Officer of Iris.TV, a video intelligence platform that helps leading publishers build more engaged audiences. Mr. Bardunias is also responsible for founding several other successful emerging technology ventures.

Ms. Susan Cox – Head of Administration and Human Resources

Ms. Cox was appointed Head of Administration and Human Resources of GSW Australia on January 23, 2017. Ms. Cox contributes over twenty years of experience in a diverse range of industries, which include technology, commercial property investment, insurance, tourism, and automotive. Ms. Cox has led and trained sales, operations,

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administrative and HR teams at GSW Australia, the Corporation, and other organizations during the course of her career.

Mr. Bane Hunter – Executive Director and CEO

Mr. Hunter was appointed Chief Executive Officer of GSW Australia on April 26, 2018 and is a global executive with over twenty years’ experience in media and financial services. Mr. Hunter’s experience includes acting as Chief Executive Officer of The Loop, Chief Product Officer at A&E Television Networks, Senior Executive Director at Conde Nast, Head of Information Services Program delivery at Foxtel in Sydney and Chief Project Officer at MTV/Viacom in New York. Mr. Hunter’s other notable senior leadership roles include Board Member of The Blue Chilli Group and Head of Global Growth & Strategy and advisor to a number of other companies. In addition to a Masters of Business Administration, Mr. Hunter holds PMP, SPL, ITIL and CSM certifications and is fluent in several languages. Mr. Hunter has worked extensively in Australia, the US and Europe, with additional project work in Asia.

Mr. Joel Macdonald – Managing Director and President

Mr. Macdonald was appointed as a director of GSW Australia on March 6, 2015 and as President of GSW Australia on April 26, 2018 and is an entrepreneur and ex-professional Australian Football League athlete with extensive commercial experience in product, growth and marketing. Mr. Macdonald co-founded one of Australia’s first alcohol e-commerce platforms and was also a founder of an on-demand logistics company and hospitality payment platform. Mr. Macdonald’s other entrepreneurial initiatives include experience managing a US real estate investment company. Mr. Macdonald completed a Bachelor of Business degree at Monash University while competing professionally in the Australian Football League for 11 years.

Mr. Carl Mogridge – Independent, Non-Executive Director

Mr. Mogridge was appointed as a director of GSW Australia on July 29, 2019. He has over 15 years senior experience in marketing and advertising across a variety of sectors, including insurance, cosmetics and property development. He is currently Brisbane Director at The Property Agency, Australia's leading creative agency for property. He has previously held national positions with global brands, including Amway and Avon Cosmetics and led many digital and eCommerce transitions across APAC and the US. A frequent contributor for digital and entrepreneurial topics at business conferences and in digital media, Mr. Mogridge brings insights across business development, strategy and customer experience.

Mr. Marc Naidoo – Independent, Non-Executive Director

Mr. Naidoo was appointed as a director of GSW Australia on April 2, 2019. Mr. Naidoo is a senior technology executive with global experience in managing IT systems and infrastructures in large geographically diverse companies. He also has experience in governance across large technology groups in senior management positions in Asia Pacific, Europe and Latin America. Mr. Naidoo's previous technology experience includes senior roles at NBN Australia's broadband Network, BHP Billiton, Foxtel, and General Motors, including acting as CIO of General Motors Acceptance Corporation Australia and New Zealand. Over his career, he has successfully delivered several digital transformations, Big Data initiatives and organizational transformations with a strong focus on the customer and operational stability.

Mr. Stanley Pierre-Louis – Independent, Non-Executive Chair

Mr. Pierre-Louis was appointed as a director and Chairman of GSW Australia on May 31, 2019. He has over twentythree years of experience leading, advising and governing private and public companies with a focus on technology and intellectual property issues. Mr. Pierre-Louis currently serves as Chief Executive Officer of the Entertainment Software Association (ESA) based in Washington, D.C. ESA is dedicated to serving the business and public affairs needs of companies that publish computer and video games for the Internet, personal computers, consoles, and handheld devices. Prior to joining ESA, Mr. Pierre-Louis served as Senior Vice President and Associate General Counsel for Intellectual Property (IP) at Viacom Inc., where he was responsible for managing major IP litigation, developing strategies for protecting digital content and leading other IP-related legal initiatives for brands including Nickelodeon, MTV, Paramount Pictures. Mr. Pierre-Louis is a Phi Beta Kappa graduate of Clark University. He earned his J.D. from the University of Chicago Law School.

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Mr. Michael Willetts – Corporate Secretary

Mr. Willetts was appointed Corporate Secretary of the Corporation on February 14, 2021. Mr Willetts has over 30 years experience in operations and corporate finance in manufacturing and technology companies in the public and private sectors. Mr. Willetts currently provides fractional CFO and corporate secretarial services under an agreement with WD Numeric Corporate Services. He is also CFO of Eccomelt LLP, a zero-carbon based manufacturer. Mr. Willetts has a Bachelor of Applied Science (Industrial Engineering) and a Master of Business Administration, both from the University of Windsor in Windsor, Ontario, and is a Professional Engineer in the province of Ontario, Canada.

Share Ownership by Directors and Officers

As at the date of this AIF, the directors and executive officers of the Corporation, as a group, beneficially own, directly or indirectly, or exercise control or direction over, approximately 7,703,632 Common Shares, representing approximately 25.04% of the total number of Common Shares issued and outstanding as at the date of this AIF. Statements as to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by the directors and executive officers of the Corporation as a group, are based upon information furnished by the directors and executive officers.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation is, as of the date of this AIF, or was within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any corporation (including the Corporation), that: (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than thirty (30) consecutive days (collectively, an " Order "), 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 an Order 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 director, chief executive officer or chief financial officer.

Conflicts of Interest

To the knowledge of the Corporation, there are no known existing or potential conflicts of interest between the Corporation and their respective directors or officers as a result of their outside business interests except that certain of the Corporation's directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Corporation and their duties as a director or officer of such other companies. In addition, certain of the Corporation’s subsidiaries and certain of its directors and officers are involved in regulatory proceedings. See " Legal Proceedings and Regulatory Actions ".

Conflicts, if any, will be subject to the procedures and remedies available under the BCBCA. The BCBCA generally provides that in the event that a director has an interest in a material contract or proposed contract or transaction, the director shall disclose his interest in such contract or transaction and shall refrain from voting on any matter in respect of such contract or transaction unless otherwise provided by the BCBCA.

Bankruptcies

To the knowledge of the Corporation, no director or executive officer of the Corporation (nor any personal holding corporation of any of such persons), or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation: (a) is as of the date of this AIF or has been within 10 years before the date of this AIF, a director or executive officer of a corporation (including the Corporation) that while that person was acting in such 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 (10) years before the date of this AIF become bankrupt, made a proposal under any legislation relating

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to bankruptcy or insolvency, or has been 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 such director, executive officer or shareholder.

Penalties or Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation (nor any personal holding corporation of any of such persons), or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, 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. The Corporation and certain of its subsidiaries and certain of its directors and officers are involved in regulatory proceedings. See " Legal Proceedings and Regulatory Actions ".

AUDIT COMMITTEE

Composition of the Audit Committee

The Audit Committee currently consists of three directors, namely, Carl Mogridge, Marc Naidoo, and Stanley PierreLouis. Each of Mr. Mogridge, Mr. Pierre-Louis, and Mr. Naidoo are persons determined by the Board to be independent directors within the meaning of NI 52-110. Each of the Audit Committee members is financially literate in accordance with NI 52-110 and has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. Each member of the audit committee 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 comparable to the breadth and complexity of the issues that are reasonably expected to be raised by our financial statements. In addition, each member of the Audit Committee served as a member of the GSW Australia audit committee prior to completion of the Arrangement.

Audit Committee Member Carl Mogridge Marc Naidoo Stanley Pierre-Louis	Relevant Education and Experience
	Bachelor of Business Communications, University of Queensland Director, TPA Masters of Project Management, Royal Melbourne Institute of Technology Bachelor of Technology, Monash University Senior Portfolio Manager, NIBW Company Juris Doctor, University of Chicago Law School President and CEO, Entertainment Software Association

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's current financial year has the Corporation relied on any exemption provided by Part 3 or Part 8 of NI 52-110.

Audit Committee Oversight

At no time since the commencement of the Corporation's current financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

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Pre-Approval Policies and Procedures

The Corporation has not yet adopted any specific policies or procedures for the engagement of non-audit services. Such matters are the subject of review and pre-approval by the Audit Committee.

Audit Committee Charter

A copy of the charter of the Audit Committee is attached as Appendix A.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has authority and responsibility for pre-approval of all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditor or the external auditor of the Corporation’s subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit Committee.

External Auditor Service Fees by Category

The aggregate fees billed by our current auditor in each of the last two fiscal years are set out in the table below.

Financial Year Ending	Audit Fees(3)	Audit-Related Fees(3)	Tax Fees(3)	All Other Fees(3)
June 30, 2021(1)	$110,153	0	0	0
June 30, 2020(2)	$655,369	$151,544	$39,711	$464,114
June 30, 2019(2)	$237,876	$111,428	$19,004	$107,444

Notes:

(1) Includes fees paid to the auditor of GSW Australia prior to completion of the Arrangement.

(2) Fees paid by GSW Australia prior to completion of the Arrangement. (3) Currency presentation in this section refers to United States Dollars.

RISK FACTORS

The Corporation is subject to a number of risks, including the risks described below. The risks and uncertainties described below are those believed to be material, but they may not be the only ones faced by the Corporation. Additional risks and uncertainties not presently known to us or that we believe to be immaterial may also adversely affect our business. If any of these risks actually occur or become material risks, our business, prospects, financial condition and results of operations could be seriously harmed .

Risks Related to the Corporation and our Business

Volatile Market Price for the Common Shares

The market price for the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Corporation's control, including the following:

• actual or anticipated fluctuations in our quarterly results of operations;

• changes in our estimates of our future results of operations;

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• changes in forecasts, estimates or recommendations of securities research analysts regarding our future results of operations or financial performance;

• changes in the economic performance or market valuations of other companies that investors deem comparable to us;

• additions or departures of our senior management team or other key employees;

• sales or perceived sales of additional Common Shares, including pursuant to the Amended LDA Agreement and any related share lending agreement with a Share Lender;

• the results of ongoing regulatory and legal proceedings;

• significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; and

• news reports relating to trends, concerns or competitive developments, regulatory changes and other related issues in our industry or target markets.

In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Common Shares. Such price and volume fluctuations may, in many cases, be unrelated to the operating performance, underlying asset values or prospects of the Corporation. Accordingly, the market price of the Common Shares may decline even if our operating results, financial condition or prospects have not changed. As well, certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Common Shares by those institutions, which could materially adversely affect the trading price of the Common Shares. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our business, financial condition and results of operations could be materially adversely impacted and the trading price of the Common Shares could be materially adversely affected.

No Immediate Plan to Declare Dividends

We currently intend to retain future earnings, if any, for future operation and expansion and have no current plans to pay any dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our financial results, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we incur. As a result, investors may not receive any return on an investment in their Common Shares unless they sell them for a price greater than that which they paid for it.

Difficulty to Forecast

The Corporation must rely largely on its own market research to forecast revenues as detailed forecasts are not generally obtainable from other sources at this early stage of the industry. Market research and projections by the Corporation are based on assumptions from limited and unreliable market data. A failure in demand could materialize as a result of competition, technological change or other factors and could have a material adverse effect on the business, results of operations and financial condition of the Corporation.

The market price of the Common Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Corporation and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Corporation and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of the Corporation's control.

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Sales of Substantial Amounts of the Common Shares May Be Dilutive or Negatively Impact Market Prices for Common Shares

Sales of substantial amounts of the Common Shares, including pursuant to the Amended LDA Agreement and any related share lending agreement with a Share Lender, or the availability of such securities for sale, could adversely affect the prevailing market prices for the Common Shares. A decline in the market prices of the Common Shares could impair the Corporation's ability to raise additional capital through the sale of securities should it desire to do so.

Financial Projections May Prove Materially Inaccurate or Incorrect

The Corporation's financial estimates, projections and other forward-looking information incorporated into this document were prepared by the Corporation without the benefit of reliable historical industry information or other information customarily used in preparing such estimates, projections and other forward-looking statements. Such forward-looking information is based on assumptions of future events that may or may not occur, which assumptions may not be disclosed in such documents. Investors should become familiar with the assumptions underlying any estimates, projections or other forward-looking statements. Projections are inherently subject to varying degrees of uncertainty and their achievability depends on the timing and probability of a complex series of future events. There is no assurance that the assumptions upon which these projections are based will be realized. Actual results may differ materially from projected results for a number of reasons including increases in operation expenses, changes or shifts in regulatory rules, undiscovered and unanticipated adverse industry and economic conditions, and unanticipated competition. Accordingly, investors should not rely on any projections to indicate the actual results the Corporation and its subsidiaries might achieve. See " Forward-Looking and Other Statements ".

Securities or Industry Analysts

The trading market for the Common Shares will depend in part on the research and reports that securities or industry analysts publish about the Corporation or our business. GetSwift does not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence covering us, the trading price for the Common Shares may be negatively impacted. If the Corporation obtains securities or industry analyst coverage and if one or more of the analysts who cover us downgrade the Common Shares or publish inaccurate or unfavorable research about our business, the trading price of the Common Shares may decline. If one or more of these analysts cease coverage of the Corporation or fail to publish reports on us regularly, demand for the Common Shares could decrease, which could cause the trading price and volume of the Common Shares to decline.

Going-Concern Risk

The Corporation’s financial statements for the year ended June 30, 2021 were prepared on a going-concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements for the year ended June 30, 2021, the Corporation incurred a loss of $21,288,288 (2020: $20,985,498), and had net cash outflows from operating activities of $14,599,744 (2020: $17,265,663) for the year ended June 30, 2021.

These factors indicate a material uncertainty which may cast significant doubt as to whether the Corporation will continue as a going-concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Since the completion of all acquisitions and the emergence of COVD-19, along with the resulting global pandemic response, the Corporation’s revenues have experienced cyclicality that has caused management to transition from ‘monthly recurring revenue’ to ‘annual recurring revenue.’

The directors of the Corporation believe that there are reasonable grounds to believe that the Corporation will be able to continue as a going concern, after consideration of the following factors:

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• the Corporation had positive net current assets of $7,346,973 as at June 30, 2021; and

• the Corporation implemented a cost optimization plan in March 2020 to reduce operating cash requirements, which includes significant reductions including the elimination of certain office leases, performance related compensation, as well as reductions in service delivery communications costs, advisory fees, staff costs, and various general and administrative expenses, and

• the Corporation has a reasonable expectation that it should be able to obtain additional funds as and when required from existing shareholders or external parties until it is able to achieve profitable operations.

Accordingly, the directors of the Corporation believe that the Corporation will be able to continue as a going-concern and that it is appropriate to adopt the going-concern basis in the preparation of the Corporation’s financial statements.

Management has resolved at this time that any short to mid-term expectations that the Corporation will be able to leverage capital from the LDA facility is reduced in practicality due to the Corporation’s share price and trading volume, and would not be in the best interest of the Corporation and its shareholders, due to the Corporation’s share price and trading volume and the execution terms of the LDA Facility. In any event, the amount of any capital call made by the Corporation at any time is subject to and can be limited by conditions imposed in the Amended LDA Agreement, which are dependent on certain market conditions aligning at the time of the capital call which are not directly within the Corporation’s control.

The ability of the Corporation to continue as a going-concern will likely be dependent on the Corporation’s ability to obtain additional equity or debt to achieve suitable financing for ongoing operations. The directors of the Corporation have a reasonable expectation that the Corporation will be able to obtain sufficient funds from either existing shareholders or external parties in order to continue as a going concern.

Notwithstanding the assessment above of the Corporation’s ability to continue as a going-concern, the failure to obtain sufficient funds if and when needed could: delay or suspend the Corporation’s activities, business plan and other objectives; have a material adverse effect on the Corporation’s business and its financial condition and performance and the Corporation’s ability to continue as a going-concern; or may result in the Corporation pursuing additional cost reductions or one or more alternative funding alternatives for the purposes of satisfying it operational and expenditure requirements, which may include equity capital raisings and may not be on terms that are favourable to the Corporation and its shareholders. One or more of these funding options could have the effect of diluting the interest of the Corporation’s shareholders.

If alternative funding arrangements are not obtained in the next 2-3 month period the Corporation will pursue further cost optimization initiatives in order to ensure adequate funding in the short term.

The consolidated financial statements for the fiscal year ended June 30, 2021 do not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Corporation does not continue as a going concern and these adjustments could be material.

Future Sales of Common Shares by Principal Shareholders, Officers and Directors

Our officers, directors, principal shareholders and their affiliates may sell some or all of the Common Shares held by such party in the future. No prediction can be made as to the effect, if any, such future sales of Common Shares will have on the market price of the Common Shares prevailing from time to time. However, the future sale of a substantial number of Common Shares by our officers, directors, and any principal shareholders and their affiliates, or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Common Shares.

Accordingly, if the Corporation's principal shareholders sell substantial amounts of our securities in the public market, the market price of our securities could fall. Additional Common Shares issuable upon the exercise of stock options or the conversion of other securities of the Corporation may also be available for sale in the public market after the date of the listing of the Common Shares, which may also cause the market price of our Common Shares to fall.

Cease Trade Order for Failure to File Annual Filings by Deadline

On October 5, 2021, the Commission issued a cease trade order (the “ CTO ”) as a result of the delay in filing the Corporation’s audited annual financial statements for its year ended June 30, 2021 and related management’s

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discussion and analysis (collectively, the “ 2021 Annual Financial Statements ”), this AIF, and the CEO and CFO certifications to be delivered in respect of the 2021 Annual Financial Statements and this AIF. As a result of the CTO, a person or company must not trade in or purchase a security of the Corporation in any jurisdiction in which the Corporation is a reporting issuer, except in accordance with certain conditions that are contained in the CTO, for so long as the CTO remains in effect. The CTO provides that, despite the CTO, a beneficial security holder of the Corporation who is not, and was not as at October 5, 2021 (the “ CTO Date ”), an insider or control person of the Corporation, may sell securities of the Corporation acquired before the CTO Date if (1) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada and (2) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. The CTO took automatic effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation, and provides that trading cease in respect of each security of the Corporation. In addition, beginning October 6, 2021, the Common Shares were halted from trading on the NEO while the CTO remains in effect. As at the date of this AIF, the CTO remained in effect. The Corporation anticipates the filing of the 2021 Annual Financial Statements, AIF, and Certifications will initiate the review process by the Commission for a revocation of the CTO, which the Corporation anticipates will be issued in due course following such filing. Holders of the Corporation’s securities are urged to consult with their own investment or legal advisors about the implications of the CTO.

Discretion as to the Use of Available Funds

The Corporation's management will have broad discretion in how it uses the funds available to it. Management may use the available funds in ways that holders may not consider desirable. The results and the effectiveness of the application of the funds are uncertain. If the funds are not applied effectively, the results of the Corporation's operations may suffer. Shareholders may not agree with the manner in which management chooses to allocate and spend the available funds.

Undertaking and Indemnity Regarding Current Litigation Matters

In response to the objections raised by counsel representing ASIC and the plaintiff in the Webb Proceeding at the Second Court Hearing, the Corporation delivered an undertaking to the Court pursuant to which the Corporation will (i) not take any steps to wind up GSW Australia, (ii) indemnify GSW Australia in respect of any pecuniary penalties or other monetary liabilities that are ultimately ordered against GSW Australia in any adverse judgment in either the Webb Proceeding or the ASIC proceeding, including any order against GSW Australia pursuant to section 91 of the ASIC Act, and (iii) submit to the jurisdiction of the Federal Court of Australia in respect of the undertaking. The Corporation executed the Undertaking Deed Poll, under which the Corporation has covenanted to provide GSW Australia with sufficient funds to discharge its liabilities to the extent that GSW Australia is unable to discharge them as and when they fall due, until such time as any adverse judgment in the Webb Proceeding or ASIC proceeding, or any order under section 91 of the ASIC Act in respect of the ASIC Proceeding, has been satisfied or the proceedings are otherwise resolved on a final basis. In addition, GSW Australia provided an undertaking to the Court, Mr. Raffaele Webb and ASIC, pursuant to which GSW Australia undertakes to take all reasonable and practicable steps to enforce GSW Australia’s rights under the Undertaking Deed Poll in the event that the Corporation fails to meet any of its obligations thereunder. In the event that any monetary penalties or monetary liabilities are ordered against GSW Australia, the Corporation will be required, subject to the terms of any applicable order, to allocate funds available to it toward the satisfaction of such penalties or judgments if and to the extent necessary to satisfy GSW Australia’s obligations under such judgement(s).

Limited Operating History

The Corporation an its subsidiaries have a limited history of operations. As such, the Corporation is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on shareholders' investment and the likelihood of our success must be considered in light of our early stage of operations.

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Key Personnel

The Corporation’s success has depended and continues to depend upon its ability to attract and retain key management, including its President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and other technical experts, each of whom will continue to serve the Corporation in such capacity. The Corporation does not maintain key person life insurance policies on any employees. The Corporation will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Corporation's inability to retain employees and attract and retain sufficient additional employees or scientific and technical support resources could have a material adverse effect on the Corporation's business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Corporation and results of operations of the business and could limit the Corporation's ability to develop and market its services and products. The loss of any of the Corporation's senior management or key employees could materially adversely affect the Corporation's ability to execute its business plan and strategy, and the Corporation may not be able to find adequate replacements on a timely basis, or at all.

On February 22, 2019, ASIC commenced civil penalty proceedings against Mr. Bane Hunter, Chief Executive Officer and a director of GSW Australia (and the Corporation), and Mr. Joel Macdonald, President and a director of GSW Australia (and the Corporation), pursuant to which it seeks penalties against GSW Australia in relation to alleged continuous disclosure contraventions and against Mr. Hunter and Mr. Macdonald in relation to alleged continuous disclosure contraventions and breach of directors’ duties. If the ASIC proceedings result in adverse findings or orders or settlement outcomes against either Mr. Hunter or Mr. Macdonald, it is possible that the consequential effects could similarly have a material adverse impact on Mr. Hunter’s or Mr. Macdonald’s (as the case may be) ability to continue to serve the Corporation in their current capacities. If the ASIC proceedings are successful and Mr. Macdonald and Mr. Hunter are disqualified from managing a corporation, it is expected that the British Columbia Securities Commission (the “ Commission ”) would take the outcome of those proceedings into account in any hearing the Commission may conduct to consider whether Mr. Macdonald and Mr. Hunter will be permitted to continue to be involved in the management of the Corporation. In addition, it is expected that NEO will consider the outcome of the ASIC proceedings and whether that outcome causes a concern regarding the suitability of Mr. Macdonald or Mr. Hunter to continue as directors and officers of the Corporation. Mr. Hunter and Mr. Macdonald each possess substantial skills and experience in relation to the Corporation’s business, which may be difficult to replace quickly and in such circumstances could have a material adverse effect on the Corporation’s business plan and strategy. The Corporation has undertaken to inform the Commission of any material changes or updates with respect to the civil proceedings in Australia. In addition, Mr. Hunter and Mr. Macdonald each undertook to complete a course offered by Simon Fraser University with respect to the financing, governance, and compliance responsibilities of public companies. Mr. Hunter and Mr. Macdonald each completed the course entitled Public Companies: Financing, Governance, and Compliance on September 25, 2020. See " Legal Proceedings and Regulatory Actions ".

Negative Cash Flow

GSW Australia has incurred losses since its inception. The Corporation may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Corporation expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Corporation's revenues do not increase to offset these expected increases in costs and operating expenses, the Corporation will not be profitable. See “Risk Factors – Going-Concern Risk” .

Concentration of Ownership of Common Shares

The officers and directors of the Corporation currently own, directly and indirectly, or exercise control or direction over, approximately 34.29% of the issued and outstanding Common Shares, on an undiluted basis. The Corporation's shareholders nominate and elect the Board, which generally has the ability to control the acquisition or disposition of the Corporation's assets, and the future issuance of its Common Shares or other securities. Because the directors and officers control a substantial portion of such Common Shares, investors may find it difficult or impossible to replace the Corporation's directors if they disagree with the way the Corporation's business is being operated.

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Inability to Develop New Products or Services and Remain Competitive in the Market

In attempting to keep pace with any new market developments, the Corporation may need to expend significant amounts of capital in order to successfully develop and generate revenues from new products and services. The Corporation may not be successful in developing new products and services, bringing such products and services to market in time to be effectively commercialized, or obtaining required regulatory approvals, which together with capital expenditures made in the course of such product development and regulatory approval processes, may have a material adverse effect on the Corporation's business, financial condition and results of operations.

Clients may Terminate Accounts

Clients may terminate their relationship with GSW Australia at any time, subject to the terms of the contractual agreement between GSW Australia and such clients. In addition, clients may continue their contractual arrangement with GSW Australia but cease use of the GetSwift Offering. If a significant number of clients were to terminate their arrangements with GSW Australia as permitted under the terms of the agreement with such clients, or if pay-per-use clients continue their arrangement with GSW Australia but do not continue to utilize the GetSwift Offering, this may have an adverse impact on the Corporation’s business, financial position, results of operations, cash flows and prospects.

Partner and Client Support Risks

Clients and partners may need to engage with GSW Australia’s support personnel in certain circumstances, such as when they have a question about GSW Australia’s products and services or if they have a complaint. The Corporation will continuously need to recruit and retain staff with interpersonal skills sufficient to respond appropriately to such support issues. Poor client or partner experiences may result in the loss of clients or partners. If GSW Australia loses support personnel, fails to provide adequate training and resources for support personnel, or if the computer systems relied on by support personnel are disrupted by technological failures, the Corporation may suffer from adverse publicity, litigation, regulatory inquiries or a decrease in clients or partners, all of which may adversely impact on the Corporation’s revenues.

Co-Investment Risk

The Corporation has co-invested and may continue to co-invest in one or more investments with certain strategic investors and/or other third parties through joint ventures or other entities, which parties in certain cases may have different interests or superior rights to those of the Corporation. Although it is the Corporation’s intent to retain control and other superior rights over the Corporation’s investments, under certain circumstances it may be possible that the Corporation relinquishes such rights over certain of its investments and, therefore, may have a limited ability to protect its position therein. In addition, even when the Corporation does maintain a control position with respect to its investments, the Corporation’s investments may be subject to typical risks associated with third-party involvement, including the possibility that a third-party may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Corporation, or may be in a position to take (or block) action in a manner contrary to the Corporation’s objectives. The Corporation may also, in certain circumstances, be liable for the actions of its third-party partners or co-investors. Co-investments by third parties may or may not be on substantially the same terms and conditions as the Corporation, and such different terms and conditions may be disadvantageous to the Corporation.

Risk of Unspecified Investments

There can be no assurance that the Corporation will acquire favourable investment opportunities or that any such investments will generate revenues or profits. Failure to successfully manage the acquisition of investments could harm the Corporation's business, strategy and operating results in a material way. The Corporation's inability to implement its financing strategy successfully could adversely affect its profitability and its ability to satisfy its financial obligations. The transactions and their success may be exposed to a number of risks, including the risks that the Corporation may not be able to identify viable opportunities or, if it does identify viable opportunities, effect the transaction and that the investment may fail to perform.

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Insurance and Uninsured Risk

The Corporation’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, accidents, labour disputes and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental damage, delays in operations, monetary losses and possible legal liability.

The Corporation has insurance to protect its assets, operations and employees. While the Corporation believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Corporation is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Corporation’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Corporation were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Corporation were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Although the Corporation intends to continue to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all of the potential risks associated with its operations. The Corporation may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

No Assurances of Profit Generation or Immediate Results

There is no assurance as to whether the Corporation will be profitable, earn revenues, or pay dividends. The Corporation has incurred and anticipates that it will continue to incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Corporation's results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.

Ongoing Costs and Obligations

The Corporation expects to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on the Corporation's results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Corporation's operations, increase compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Corporation. The Corporation's efforts to grow the business may be costlier than expected, and GSW may not be able to increase revenue enough to offset any higher operating expenses. The Corporation may incur significant losses in the future for a number of reasons, including the other risks described in this AIF, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If the Corporation is unable to achieve and sustain profitability, the market price of the Common Shares may significantly decrease.

Additional Financing

The operation of the Corporation's facilities and business are capital intensive. In order to execute the anticipated growth strategy, the Corporation may require additional equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions.

There can be no assurance that additional financing will be available to the Corporation when needed or on terms which are acceptable. For example, under the Amended LDA Agreement, the maximum amount of funding that will be accessible by the Corporation under a particular capital call will be a function of the number of Common Shares that the Corporation can require LDA to subscribe for pursuant to such capital call. Such number of Common Shares will be limited to a maximum of ten (10) times the average daily number of Common Shares traded on NEO during

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the fifteen (15) trading days prior to the issuance of the applicable capital call notice. In the event that certain conditions exist, including the volume weighted average price of the Common Shares being less than the Minimum Acceptable Price for a particular trading day, the number of Common Shares that LDA will be required to subscribe for will be reduced by a pre-determined formula set out in the Amended LDA Agreement. In addition, successive capital calls cannot be made until after a period of 30 consecutive trading days on NEO following the date on which the last capital call was completed.

The Corporation's inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Corporation's growth and may have a material adverse effect upon future profitability. The Corporation may require additional financing to fund its operations to the point where it is generating positive cash flows.

If additional funds are raised through further issuances of equity or convertible debt securities existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Commercialization, Technology, Third-Party Service Provider Reliance, Competition and Development Timeframes are Uncertain and, Usually, Short-lived

The data processing and hosting industry shows that technical advantages are typically short-lived. Accordingly, the Corporation’s success will depend, in part, on its ability to commercialize and expand the GetSwift Offering and grow its client base and generate revenue in response to changing technologies, client and third-party service providers demands and competitive pressures. Failure or delay to do so may impact the success of the Corporation. In addition, the expansion and further development of the GetSwift Offering and related services may introduce significant changes to the existing products and services, and may include new technologies with which the Corporation has little or no prior development or operating experience.

Product and services Distribution and Usability

Distribution and usability of the GetSwift Offering and related services depend upon various factors outside the control of the Corporation, including, but not limited to, device operating systems, mobile device design and operation and platform provider standards. The Corporation has developed, and intends further to develop, the GetSwift Offering and related services for use across a number of internet access platforms, mobile and desktop devices and software operating systems, including without limitation the internet web site, iOS app and Android app. The Corporation will be dependent on the ability of the GetSwift Offering to operate on such platforms, devices and operating systems. The Corporation cannot control the maintenance, upkeep and continued supply of effective service from external suppliers in these areas. Any changes in such platforms, operating systems or devices that adversely affect the functionality of the GetSwift Offering or give preferential treatment to competitive products could adversely affect usage of the GetSwift Offering and related services.

Competition

There is potential that the Corporation will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources as well as product development, engineering, infrastructure, and marketing experience than the Corporation. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Corporation.

The Corporation also expects to face additional competition from new entrants. To remain competitive, the Corporation will require a continued high level of investment in R&D, marketing, sales and client support. The Corporation may not have sufficient resources to maintain R&D, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Corporation.

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Reliance on Key Inputs

Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Corporation. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Corporation.

Success of Quality Control Systems

The quality and safety of the Corporation's products and services are critical to the success of its business and operations. As such, it is imperative that the Corporation's (and its service providers') quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although the Corporation strives to ensure that all of its customers and partners have implemented and adhere to high caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on the Corporation's business and operating results.

Defects with Products/Services

Web-based products and services frequently contain undetected errors when first introduced or when new versions or enhancements are released. Because the Corporation’s products and services are complex, they may have errors or defects that users identify and experience, which could harm the Corporation’s reputation and business. If that occurs, the Corporation may lose sales, users and/or business partners.

Potential for Conflicts of Interest

Certain of the employees and directors of the Corporation may also be directors, officers, consultants or stakeholders of other companies or enterprises, operating within the same industry as the Corporation. As a result, there is the potential that conflicts of interest may arise between their duties to the Corporation and their duties to, or interests in, such other companies or enterprises. Certain of such conflicts may be required to be disclosed in accordance with, and subject to, such procedures and remedies as applicable under the BCBCA, and applicable securities laws, however, such procedures and remedies may not fully protect the Corporation.

Acquisition Risks

The Corporation may acquire other companies in the future and there are risks inherent in any such acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of such companies for which the Corporation is not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Corporation's financial performance and results of operations. The Corporation could encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits from such acquisitions. All of these factors could cause dilution to the Corporation's earnings per share or decrease or delay the anticipated accretive effect of the acquisition and cause a decrease in the market price of the Corporation's securities. The Corporation may not be able to successfully integrate and combine the operations, personnel and technology infrastructure of any such acquired entity with its existing operations. If integration is not managed successfully by the Corporation's management, the Corporation may experience interruptions in its business activities, deterioration in its employee and customer relationships, increased costs of integration and harm to its reputation, all of which could have a material adverse effect on the Corporation's business, financial condition and results of operations. The Corporation may experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any such acquired companies may also impose substantial demands on management. There is no assurance that any such acquisitions will be successfully integrated in a timely manner.

Use of Individual Information

The Corporation collects, processes, maintains and uses data, including sensitive information on individuals. The Corporation's current and future marketing and R&D programs and initiatives may depend on its ability to collect, maintain and use this information, and its ability to do so is subject to evolving international, U.S., and Canadian laws

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and enforcement trends. The Corporation strives to comply with all applicable laws and other legal obligations relating to privacy, data protection and customer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, conflict with other rules, conflict with the Corporation's practices or fail to be observed by its employees or business partners. If so, the Corporation may suffer damage to its reputation and be subject to proceedings or actions against it by governmental entities or others. Any such proceeding or action could hurt the Corporation's reputation, force it to spend significant amounts to defend its practices, distract its management or otherwise have an adverse effect on its business.

Information Systems Security Threats

The Corporation has entered into agreements with third parties for hardware, software, telecommunications and other information technology (" IT ") services in connection with its operations. The Corporation's operations depend, in part, on how well it and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Corporation's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Corporation's reputation and results of operations.

Cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks could result in any person gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, including personally identifiable information, corrupting data, or causing operational disruption. Cyber-attacks could also result in important remediation costs, increased cyber security costs, lost revenues due to a disruption of activities, litigation and reputational harm affecting customer and investor confidence, which could materially adversely affect our business and financial results.

The Corporation has not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that the Corporation will not incur such losses in the future which could be in excess of any available insurance, and could materially adversely affect our business and financial results. The Corporation's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Reliance on Access to the Internet

The Corporation generally depends on the ability of its clients to access the internet. Access is provided by various classes of entities in the broadband and Internet access marketplace. Should any of these entities disrupt, restrict or affect the cost of access to the Corporation’s products, usage and adoption of the Corporation’s products and consequently the Corporation’s revenues, may be negatively impacted.

Open Source Software

The Corporation uses open source software in its products and solutions and will continue using open source software in the future. Open source software is software with its source code made available under a licence permitting its redistribution, modification and/or enhancement by other users. The licence terms of open source software may in some instances, impose specific obligations on licensees of the software. These may include obligations that the source code of any modifications or enhancements are released to the public and that any modifications or enhancements are also licensed for use by other users on the same terms as the licence to the original open source software (regardless of the extent to which these modifications or enhancements may be commercially sensitive).

Because we incorporate open source software into its products and solutions, we may face legal claims, such as ownership of or demand release of its source code, the open source software and/or derivative works that were developed using such software, or otherwise claims that seek to enforce the terms of the applicable open source license,

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including by demanding that part or all of the Corporation’s source code for its products and solutions is released and made available under an open source license. These claims, and other claims which may be made, could result in litigation, require us to purchase a costly license or require the Corporation to devote additional research and development resources to change its solutions or products, any of which would adversely affect the Corporation’s business and revenue.

Reliance on Software and Systems

The Corporation relies on proprietary software, hardware and third-party software products and services from a number of different providers for its management information systems. Any significant disruptions to these systems would have materially adverse operational consequences, impairing the ability of the Corporation to continue to provide its services, which in turn could impact on its revenue and profitability.

Dependence on Suppliers and Skilled Labour

The ability of the Corporation to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour and equipment. No assurances can be given that the Corporation will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of any major equipment contemplated by the Corporation's capital expenditure program may be significantly greater than anticipated by the Corporation's management, and may be greater than funds available to the Corporation, in which circumstance the Corporation may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Corporation.

Our Business Depends on Our Ability to Continuously Innovate

We may not be able to develop and introduce new solutions and enhancements to our existing products that respond to new technologies or shipment regulations on a timely basis. If we are unable to develop and sell new products and new features for our existing products that keep pace with rapid technological and regulatory change as well as developments in the transportation logistics industry, our business, results of operations and financial condition could be adversely affected. We intend to continue to invest significant resources in research and development to enhance our existing products and services and introduce new high-quality products that customers will want. If we are unable to predict or quickly react to user preferences or changes in the transportation logistics industry, or its regulatory requirements, or if we are unable to modify our products and services on a timely basis or to effectively bring new products to market, our sales may suffer.

In addition, we may experience difficulties with software or hardware development, design, integration with thirdparty software or hardware, or marketing that could delay or prevent our introduction, deployment or implementation of new solutions and enhancements. The introduction of new solutions by competitors, the emergence of new industry standards or the development of entirely new technologies to replace existing offerings could render our existing or future solutions obsolete.

We may not have sufficient resources to make the necessary investments in software development and our technical infrastructure, and we may experience difficulties that could delay or prevent the successful development, introduction or marketing of new products or enhancements. In addition, our products or enhancements may not meet increasingly complex customer requirements or achieve market acceptance at the rate we expect, or at all. Any failure by us to anticipate or respond adequately to technological advancements, customer requirements and changing industry standards, or any significant delays in the development, introduction or availability of new products or enhancements, could undermine our current market position and negatively impact our business, results of operations or financial condition.

Fraudulent or Illegal Activity by the Corporation's Employees, Contractors and Consultants

The Corporation is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or fail to disclose unauthorized activities to the Corporation that violates: (a) government regulations; (b) manufacturing standards; (c) federal and provincial fraud and abuse laws and regulations; or (d) laws that require the true, complete and accurate reporting of financial information or data. It is not always possible for the Corporation to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Corporation

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to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Corporation from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Corporation, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the Corporation's operations, any of which could have a material adverse effect on the Corporation's business, financial condition and results of operations.

Management of Growth

The Corporation may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Corporation to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Corporation to deal with this growth may have a material adverse effect on the Corporation's business, financial condition, results of operations and prospects.

Reputational Harm

Damage to the Corporation's reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other webbased tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Corporation and its activities, whether true or not. Although the Corporation believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, the Corporation does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Corporation's overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects. There is a risk of reputational damage from current litigation and regulatory matters, including the Current Litigation Matters. See " Legal Proceedings and Regulatory Actions ".

Legal Proceedings

In the course of the Corporation's business, the Corporation may from time to time have access to confidential or proprietary information of third parties, and these parties could bring a claim against the Corporation asserting that it has misappropriated their technologies and improperly incorporated such technologies into its products. The Corporation has implemented processes and internal protocols to safeguard such third-party’s proprietary rights in order to mitigate such risks but there is no guarantee that such processes and protocols will be successful in all cases. Due to these factors, there remains a constant risk of intellectual property litigation affecting the Corporation's business. In the future, the Corporation may be made a party to litigation involving intellectual property matters and such actions, if determined adversely, could have a material adverse effect on the Corporation.

Inability to Protect Intellectual Property

The Corporation's success depends a significant degree upon its ability to develop, maintain and protect proprietary products, services, and technologies. The Corporation may in the future file patent applications in the U.S., Canada, Australia, and selectively in other foreign countries as part of its strategy to protect its proprietary products and technologies. However, patents provide only limited protection of the Corporation's intellectual property. The assertion of patent protection involves complex legal and factual determinations and is therefore uncertain and expensive. The laws of some foreign countries may not protect the Corporation's intellectual property rights to the same extent as the laws of Canada and the U.S. Third parties may also be able to replicate technologies covered by patents that may be obtained by the Corporation in countries in which it does not have patent protection.

There can be no assurances that the steps taken by the Corporation to protect its intangible property, technology and information will be adequate to prevent misappropriation or independent third-party development of the Corporation's intangible property, technology or processes. It is likely that other companies can duplicate a production process or

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technology system similar to the Corporation's. Other companies may also be able to materially duplicate the Corporation's proprietary technology. To the extent that any of the above would occur, revenue could be negatively affected, and in the future, the Corporation may have to litigate to enforce its intangible property rights, which could result in substantial costs and divert management's attention and other resources.

The Corporation's ability to successfully implement its business plan depends in part on its ability to obtain, maintain and build brand recognition using its trademarks, service marks, trade dress, domain names and other intellectual property rights, including the Corporation's names and logos. If the Corporation's efforts to protect its intellectual property are unsuccessful or inadequate, or if any third party misappropriates or infringes on its intellectual property, the value of its brands may be harmed, which could have a material adverse effect on the Corporation's business and might prevent its brands from achieving or maintaining market acceptance.

The Corporation may be unable to obtain registrations for its intellectual property rights for various reasons, including refusal by regulatory authorities to register trademarks or other intellectual property protections, prior registrations of which it is not aware, or it may encounter claims from prior users of similar intellectual property in areas where it operates or intends to conduct operations. This could harm its image, brand or competitive position and cause the Corporation to incur significant penalties and costs.

Intellectual Property Claims

The Corporation's future success and competitive position depends in part upon its ability to maintain its intellectual property portfolio. There can be no assurance that any patents will be issued on any future patent applications. Even if such patents are issued, there can be no assurance that any patents issued or licensed to the Corporation will not be challenged. The Corporation's ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes to be infringing its rights. In addition, enforcement of the Corporation's patents in foreign jurisdictions will depend on the legal procedures in those jurisdictions. Even if such claims are found to be invalid, the Corporation's involvement in intellectual property litigation could have a material adverse effect on its ability to distribute any products that are the subject of such litigation. In addition, the Corporation's involvement in intellectual property litigation could result in significant expense, which could materially adversely affect the use responsibilities, whether or not such litigation is resolved in the Corporation's favour.

Companies that own trademarks and trade secrets often enter into litigation based on allegations of infringement or other violations of intangible property rights. The Corporation may be subject to intangible property rights claims in the future and its products may not be able to withstand any third-party claims or rights against their use. Any intangible property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent the Corporation from offering its products to others and may require that the Corporation procure substitute products or services.

With respect to any intangible property rights claim, the Corporation may have to pay damages or stop using intangible property found to be in violation of a third party's rights. The Corporation may have to seek a licence for the intangible property, which may not be available on reasonable terms and may significantly increase operating expenses. The technology also may not be available for licence at all. As a result, the Corporation may also be required to pursue alternative options, which could require significant effort and expense. If the Corporation cannot licence or obtain an alternative for the infringing aspects of its business, it may be forced to limit product offerings and may be unable to compete effectively. Any of these results could harm the Corporation's brand and prevent it from generating sufficient revenue or achieving profitability.

Website Accessibility

Internet websites are visible by people everywhere, not just in jurisdictions where the activities described therein are considered legal. As a result, to the extent the Corporation or its customers sells services or products via web-based links targeting only jurisdictions in which such sales or services are compliant with applicable local law, the

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Corporation may face legal action in other jurisdictions which are not the intended object of any of the Corporation's marketing efforts for engaging in any web-based activity that results in sales into such jurisdictions deemed illegal under applicable laws.

Trade Secrets may be Difficult to Protect

The Corporation's success depends upon the skills, knowledge and experience of its scientific and technical personnel, consultants and advisors, as well as contractors. Because the Corporation operates in a highly competitive industry, it relies in part on trade secrets to protect its proprietary products and processes; however, trade secrets are difficult to protect. The Corporation enters into confidentiality or non-disclosure agreements with its corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential, and not disclose to third parties, confidential information developed by the receiving party or made known to the receiving party by the Corporation during the course of the receiving party's relationship with the Corporation. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the Corporation will be its exclusive property, and the Corporation enters into assignment agreements to perfect its rights.

These confidentiality, inventions and assignment agreements, where in place, may be breached and may not effectively assign intellectual property rights to the Corporation. The Corporation's trade secrets also could be independently discovered by competitors, in which case the Corporation would not be able to prevent the use of such trade secrets by its competitors. The enforcement of a claim alleging that a party illegally obtained and was using the Corporation's trade secrets could be difficult, expensive and time consuming and the outcome could be unpredictable. The failure to obtain or maintain meaningful trade secret protection could adversely affect the Corporation's competitive position.

Internal Controls

Effective internal controls are necessary for the Corporation to provide reliable financial reports and to help prevent fraud. Although the Corporation will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, the Corporation cannot be certain that such measures will ensure that the Corporation will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Corporation's results of operations or cause it to fail to meet its reporting obligations. If the Corporation or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the Corporation's consolidated financial statements and materially adversely affect the trading price of the Common Shares.

Epidemics and Pandemics

The Corporation faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. The Corporation’s business could be adversely impacted by the effects of the COVID-19 pandemic or other epidemics and/or pandemics. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The extent to which COVID-19 impacts the Corporation’s business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Corporation’s business including without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Corporation’s control, which may have a material and adverse effect on its business, financial condition and results of operations. There can be no assurance that the Corporation’s personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. Governmental pronouncements may require forced shutdowns of our offices and facilities or the offices and facilities of our customers for extended periods. In addition, the COVID-19 pandemic represents a widespread global health

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crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the Corporation. If the global response to contain a pandemic or similar event escalates or is unsuccessful, such events may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Related to the Regulatory Environment

The Corporation's Business is Subject to Regulation

The activities of the Corporation and its subsidiaries are, and will continue to be, regulated as applicable laws continue to change and develop. Achievement of the Corporation's business objectives are contingent, in part, upon compliance with necessary and applicable regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals necessary. Regulatory compliance and the process of obtaining regulatory approval can be costly and time consuming. No assurance can be given that the Corporation or its subsidiaries will be able to maintain the requisite licences, permits, or authorizations to operate its business in all relevant territories. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of the Corporation's plans and could have a material adverse effect on the business, results of operations and financial condition of the Corporation, or territories in which the group can operate. Further, the Corporation cannot predict what kind of regulatory requirements the business will be subject to in the future.

There is a Risk of Regulatory or Political Change

Achievement of the Corporation's business objectives is also contingent, in part, upon compliance with other regulatory requirements enacted by governmental authorities and obtaining other required regulatory approvals. The Corporation cannot predict the timeline required to secure all appropriate regulatory approvals for its products or services, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failing to obtain, required regulatory approvals may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on the business, results of operations and financial condition of the Corporation. The Corporation will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions on the Corporation's operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Corporation's operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Corporation.

Furthermore, there may be unknown additional regulatory fees and taxes that may be assessed in the future. This could change the net income and return on the Corporation's investments and/or participation in the selected business opportunities.

Risks of Foreign Operations Generally

Certain of the Corporation's interests, operations and customers are located in foreign jurisdictions. As a result, the Corporation is subject to political, economic and other uncertainties, including, but not limited to, nationalization, expropriation of property without fair compensation, cancellation or modification of contract rights, foreign exchange restrictions, currency fluctuations, royalty and tax increases and other risks arising out of foreign governmental sovereignty over the areas in which the Corporation's operations and their suppliers' operations are conducted. The Corporation's operations may also be adversely affected by laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with its operations, the Corporation may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or enforcing Canadian judgments in foreign jurisdictions. In addition, the Corporation's existing subsidiaries are formed pursuant to, and its operations are governed by, a number of complex legal and contractual relationships. The effectiveness of and enforcement of such contracts and relationships with parties in these jurisdictions cannot be assured. Consequently, the Corporation's foreign activities could be substantially affected by factors beyond the Corporation's control, any of which could have a material adverse effect on the Corporation.

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Political Risks Associated with Foreign Operations

The Corporation’s investments as well as any future investments and joint ventures may be subject to the risks normally associated with any conduct of business in foreign and/or emerging countries including political; civil disturbance risks; changes in laws or policies of particular countries, including those relating to royalties, duties, imports, exports and currency; the cancellation or renegotiation of contracts; the imposition of royalties, net profits payments, tax increases or other claims by government entities, including retroactive claims; a disregard for due process and the rule of law by local courts; the risk of expropriation and nationalization; delays in obtaining or the inability to obtain necessary governmental permits or the reimbursement of refundable tax from fiscal authorities.

Threats or instability in a country caused by political events including elections, change in government, cha nges in personnel or legislative bodies, foreign relations or military control present serious political and social risk and instability causing interruptions to the flow of business negotiations and influencing relationships with government officials.

Enforcement of Judgements

Certain of the Corporation's operations and assets are located outside of Canada and its directors and officers reside outside of Canada. Although the directors and officers who reside outside of Canada have appointed an agent for service of process in Canada, it may not be possible for investors to enforce against such person’s judgements obtained in Canadian courts. Investors are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process.

Involvement in Regulatory or Agency Proceedings, Investigations and Audits

Our business and the business of the third parties with which we do business, requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject us or such third parties to regulatory or agency proceedings or investigations and could also lead to damages awards, fines and penalties. We, or such third parties, may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits, and other contingencies could harm our reputation or the reputations of the brands that we sell, require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management's attention and resources or have a material adverse impact on our business, financial condition and results of operations.

Ongoing Regulatory and Litigation Proceedings

The ongoing proceedings described in this AIF under “ Legal Proceedings and Regulatory Actions ” (“ Current Litigation Matters ”) could be material to the Corporation’s consolidated financial condition or results of operations, and could result in substantial costs and diversion of resources from the Corporation, causing a material adverse effect on its business, financial condition, and results of operations. Because the outcome of such legal matters is inherently uncertain, if one or more such legal matters were to be resolved against GSW Australia or its directors and officers, the Corporation’s results from operations and financial condition could be materially adversely affected. The Current Litigation Matters may result in an onerous or unfavourable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, which may be in excess of our capital resources and/or any applicable insurance coverage, or GSW Australia may decide to settle lawsuits on onerous terms or terms that may have a material adverse effect on its ongoing business. Any of these factors, individually or in the aggregate, could have a material adverse effect on the Corporation’s business, results of operations, cash flows, or liquidity. For a description of the Current Litigation Matters, see “ Legal Proceedings and Regulatory Actions ”.

Global Climate Change

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The impacts of human activity on global climate change have attracted considerable public and scientific attention, as well as the attention of governments. Efforts are being made to reduce greenhouse gas emissions and energy consumption, including those from automobiles and other modes of transportation. The added cost of any environmental regulation, taxes, charges, assessments or penalties levied or imposed on our customers in light of these efforts could result in additional costs for our customers, which could lead them to reduce use of our services. There are also a number of legislative and environmental regulatory initiatives internationally that could restrict or negatively impact our operations or increase our costs. Additionally, environmental regulation, taxes, charges, assessments or penalties could be levied or imposed directly on us. Any enactment of laws or passage of regulations regarding greenhouse gas emissions by Australia, Canada, the U.S., or any other jurisdiction we conduct our business in, could adversely affect our operations and financial results.

PROMOTERS

Bane Hunter, a Director and the Chief Executive Officer of the Corporation, and Joel Macdonald, a Director and the President of the Corporation, are persons who may be considered promoters of the Corporation and GSW Australia. Mr. Hunter and Mr. Macdonald actively participated in the formation and initial management of the Corporation and Mr. Macdonald actively participated in GSW Australia’s founding and otherwise actively contributed to its initial growth and prosperity and continue to be involved in the ongoing management of the Corporation and GSW Australia’s business and their respective ongoing growth and prosperity.

Mr. Hunter has been a promoter of the Corporation since its incorporation and of GSW Australia since 2015. Mr. Hunter beneficially owns, controls or directs, directly or indirectly, 3,075,946 Common Shares representing approximately 9.99% of the issued and outstanding Common Shares on a non-diluted basis. Total compensation paid by the Corporation and GSW Australia to Mr. Hunter in 2021 totalled $732,620 as at June 30, 2021.

Mr. Macdonald has been a promoter of the Corporation and GSW Australia since their respective incorporations. Mr. Macdonald beneficially owns, controls or directs, directly or indirectly, 4,509,622 Common Shares representing approximately 14.66% of the issued and outstanding Common Shares on a non-diluted basis. Total compensation paid by the Corporation and GSW Australia to Mr. Macdonald in 2021 totalled $415,300 as at June 30, 2021.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Corporation may from time to time become involved in legal proceedings of a nature considered normal to its business. Other than as described below, we believe that none of the litigation in which the Corporation or its subsidiaries is currently involved, or has been involved since June 30, 2021, being the end of the most recently completed financial year of the Corporation, individually or in the aggregate, is material to its consolidated financial condition or results of operations or expected to become material to the consolidated financial condition or results of operations of the Corporation.

During the financial year ended June 30, 2021, there were no: (a) penalties or sanctions imposed against the Corporation by a court relating to securities legislation or by a securities regulatory authority; (b) other penalties or sanctions imposed by a court or regulatory body against the Corporation that would likely be considered important to a reasonable investor in making an investment decision; or (c) settlement agreements the Corporation entered into before a court relating to securities legislation or with a securities regulatory authority. During August 2021 the Corporation and its subsidiary, GSW Australia, and its President and director, Joel Macdonald, entered into a settlement deed in respect of the Webb Proceeding. See “ Webb v GetSwift Limited & others Federal Court of Australia NSD 580/2018” below.

Australian Securities and Investments Commission v GetSwift Limited & others Federal Court of Australia VID 146 of 2019

On February 22, 2019, ASIC commenced civil penalty proceedings by filing an Originating Process and a Concise Statement in the Federal Court of Australia against GSW Australia, Joel Macdonald, a director and President of GSW Australia and the Corporation, and Bane Hunter, a director and Chief Executive Officer of GSW Australia and the

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Corporation. ASIC filed and served an Amended Originating Process and Statement of Claim on March 15, 2019 and amended its claim to include former GSW director and Corporate Counsel, Mr. Brett Eagle, as an additional defendant.

The proceedings brought by ASIC allege that GSW Australia failed to meet its continuous disclosure obligations and engaged in misleading or deceptive conduct in the manner in which it made announcements to the market on the ASX, including in relation to 13 client contracts.

The proceedings also allege that Mr. Macdonald and Mr. Hunter were involved in GSW Australia’s continuous disclosure contraventions, engaged in misleading and deceptive conduct and failed to exercise their powers and discharge their duties as directors of GSW Australia with the required degree of care and diligence (by failing to take all reasonable steps to mitigate the risk of GSW Australia engaging in misleading conduct or not disclosing material information).

ASIC is seeking (i) declarations of contraventions against GSW Australia and each of Mr. Macdonald, Mr. Hunter and Mr. Eagle, (ii) orders disqualifying each of Mr. Macdonald and Mr. Hunter from managing corporations for a period of time to be determined, (iii) pecuniary penalties against GSW Australia in relation to the alleged continuous disclosure contraventions and against Mr. Hunter and Mr. Macdonald in relation to the alleged continuous disclosure contraventions and breach of directors’ duties “in such amount as the Court considers appropriate in respect of each of the declared contraventions”, and (iv) recovery of its costs.

ASIC alleges 20 contraventions of the continuous disclosure provisions of the Australian Corporations Act 2001 (Cth) against GSW Australia, each carrying a maximum penalty of A$1 million. No provision has been taken in the 2021 Annual Financial Statements in respect of such proceedings. At the present time, it is not possible to predict the ultimate outcome of these proceedings. Legal fees will be incurred in relation to defending the proceedings.

All defendants are vigorously defending the proceeding.

The trial was conducted between June 15, 2020 and September 30, 2020, including a number of adjournments. The judgment that will be issued at some time after the trial will deal with the question of liability, that is, whether the alleged contraventions occurred. Once the judgment is issued, if the defendants are found liable in respect of any of the alleged contraventions, a separate hearing will occur at a later stage in relation to whether any penalties should be imposed, including the extent and form of any penalties. The parties would then have a right to appeal any orders issued by the Court as part of the liability and/or penalty judgments. It is not expected that the trial judge in the ASIC proceeding will deliver judgment before any appeal in the Webb Proceeding has been heard and judgment delivered.

Webb v GetSwift Limited & others Federal Court of Australia NSD 580/2018

On February 20, 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GSW Australia and Joel Macdonald (the “ Perera Proceeding ”).

Subsequently, two more open class actions were commenced against GSW Australia and Mr. Macdonald by Corrs Chambers Westgarth (the “ McTaggart Proceeding ”) and Phi Finney McDonald (the “ Webb Proceeding ”), on March 26 and April 13 2018, respectively. The McTaggart Proceeding additionally included Mr. Hunter as a defendant.

Counsel for the plaintiffs in the Perera Proceeding disclosed in open court that the alleged total quantum of its claims was approximately between A$75 million and A$100 million and counsel for plaintiffs in the McTaggart Proceeding disclosed in open court that the alleged total quantum of its claims was approximately between A$120 million and A$140 million. The claim has not been quantified by the applicant in the course of the Webb Proceeding. On May 23, 2018, the Federal Court of Australia ordered that only 1 of the 3 competing class actions filed against GSW Australia could continue (the Webb Proceeding). The decision was appealed and upheld by the Full Court of the Federal Court of Australia. The applicant unsuccessfully sought special leave to appeal to the High Court of Australia, which dismissed the application on April 17, 2019. As a result of the High Court's decision, the judgment of the Full Court is now final and only the Webb Proceeding continues against GSW Australia and Mr. Macdonald.

The Webb Proceeding is filed on behalf of persons who acquired an interest in fully paid GSW Shares during the period from February 24, 2017 until January 19, 2018 and who claim to have suffered loss as the result of the alleged contraventions.

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The Webb Proceeding alleges that GSW Australia and Mr. Macdonald engaged in misleading and deceptive conduct and made false and misleading statements in the manner in which they made announcements to the market on the ASX, including in relation to 16 client contracts.

The Webb Proceeding also alleges that GSW Australia failed to meet its continuous disclosure obligations in relation to information about certain client contracts and client contracts generally, and that Mr. Macdonald was involved in the contraventions.

The claim seeks declarations of contraventions against GSW Australia and Mr. Macdonald as well as compensation for loss suffered.

The claim alleges that the contravening conduct caused the market price for GSW Shares to be higher than their true price or the price that would have prevailed if the contravening conduct had not occurred. Therefore, the applicant and group members claim to have suffered resulting loss and that the defendants are liable to compensate them for the amount of the loss and damage suffered by them.

All defendants are vigorously defending the proceeding.

The parties have filed their expert evidence. A further mediation commenced on November 4, 2020 while the parties were otherwise in the process of preparing for trial.

On August 14, 2020 the applicant filed an application seeking asset notification orders (the “ Asset Notification Application ”). The hearing of the Asset Notification Application was adjourned pending the outcome of GSW Australia’s Scheme of Arrangement. GSW Australia agreed, on a without admissions basis, that up until the hearing or determination of the Asset Notification Application, it would provide the applicant with at least 3 business days’ notice before implementing any decision: (i) that GSW Australia will acquire any interest in a third party; (ii) that GSW Australia will acquire any asset or interest in an asset where the consideration payable is in excess of A$1 million; or (iii) that GSW Australia will transfer any of its assets to a related body corporate, in each case where the implementation of that decision would involve the transfer to a place outside Australia of any assets of the first respondent that are currently held in Australia.

Following the provision of undertakings to the plaintiff in the Webb Proceeding in response to objections to the Arrangement raised at the Second Court Hearing, the plaintiff discontinued the Asset Notification Application. Accordingly, the hearing of that application was vacated.

On April 21, 2021, the Corporation announced that the parties to the class action proceeding completed mediation but were unable to reach any settlement and are preparing for trial. At a case management hearing on April 21, 2021, the Webb Proceeding was set down for trial between September 20-24, 2021 and October 18-29, 2021 before Justice Yates.

On July 13, 2021 a conditional settlement agreement was entered into between the applicant, GSW Australia, Mr. Macdonald and GSW, without any admission of liability. The settlement agreement was conditional upon the parties entering into a comprehensive settlement deed.

On August 19, 2021 a settlement deed was executed with no admissions as to liability. The settlement deed is conditional upon final settlement approval pursuant to the Federal Court of Australia Act 1976 (Cth).

The settlement sum to be paid by the respondents and the Corporation is the aggregate amount derived from the settlement formula described herein, with each component amount (each, a “ settlement payment ”), if payable, to be paid at or by the dates and times set out below.

A first settlement payment of AU$1.5m, is to be paid in instalments as follows:

• a. AU$500,000 within 7 days of the date of execution of the settlement deed;

• b. AU$500,000 due by 7 October 2021; and

• c. AU$500,000 due by 7 January 2022.

During the term of 3 years from the date of the parties executing a settlement deed (“ Fundraising Term ”), settlement payments equaling 8% of any funds raised by the Corporation by way of capital raising, with each such amount to be

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paid within 6 weeks of the amount being collected by the Corporation. During the Fundraising Term, the Corporation is required to raise capital equivalent to 10% to 20% of its pre-financing market capitalization at the point in time that (a) it first hits any of the following market capitalisation levels (in Canadian dollars):

• i. $100m;

• ii. $250m;

iii. $400m; and

(b) the market capitalization of the Corporation remains at the levels specified above (as applicable) on average for 4 weeks following the date it first achieved that market capitalization. In any of the three 12-month periods comprising the Fundraising Term, if no funds are raised by capital raising the respondents and/or the Corporation will be required to make a settlement payment equal to 5% of the Corporation’s consolidated revenue from contracts with customers during the 12-month period ending on the most recent quarterly reporting date prior to the conclusion of the relevant 12-month period within 4 weeks of expiry of the period; however, if such a payment is required in respect of the first year of the Fundraising Term, the required settlement payment will be not be payable until the conclusion of the second year of the Fundraising Term.

Except as described below, during any of the three 12-month periods comprising the Fundraising Term, for any capital raising undertaken by the Corporation where the amount of funds raised is less than 20% of the Corporation’s prefinancing market capitalization, then (a) the respondents and/or the Corporation will be required to make a settlement payment calculated on the same revenue percentage basis as set forth above above within 4 weeks of expiry of the relevant 12-month period; however (b) the amount payable will be discounted based on the amount of funds raised applying the following formula: the revenue percentage payable will be the percentage equivalent to 25% of the percentage amount by which the relevant capital raising is less than 20% of the Corporation’s market capitalization.

If the Corporation conducts more than one capital raising during any of the 3 twelve-month periods comprising the Fundraising Term, then for the purpose of the calculation of any revenue percentage settlement payment for that period, the two or more capital raisings will be treated as one capital raising.

All settlement payments are to be made in Australian dollars. The rate of exchange to be used in calculating the amount of currency equivalent in Australian dollars is the closing exchange rate reported in The Australian Financial Review on the preceding business day before the applicable settlement payment is made.

On August 19, 2021, the Court made orders that the trial in the Webb Proceeding, and all relevant orders programming the proceeding to trial in the Webb Proceeding, be vacated. The parties to the Webb Proceeding will undergo the settlement approval process pursuant to the Federal Court of Australia Act 1976 (Cth).

As of the date of this AIF, the first case management hearing in the court approval process is listed for October 18, 2021.

GSW has accrued a contingent liability of A$1.5m as of June 30, 2021, representing management’s best estimate of the amount to be paid under the settlement deed during the first year of the Fundraising Term. Following the end of the Corporation’s most recently completed financial year, the Corporation placed A$500,000 into escrow with its external legal counsel in relation to the proposed settlement.

Provision of Undertakings to the Federal Court of Australia

In response to the objections raised at the Second Court Hearing by counsel representing ASIC and the plaintiff in the Webb Proceeding, the Corporation delivered an undertaking to the Court, pursuant to which the Corporation undertakes to (i) not take any steps to wind up GSW Australia, (ii) indemnify GSW Australia in respect of any pecuniary penalties or other monetary liabilities that are ultimately ordered against GSW Australia in any adverse judgment in either the Webb Proceeding or the ASIC proceeding, including any order against GSW Australia pursuant to section 91 of the ASIC Act, and (iii) submit to the jurisdiction of the Federal Court of Australia in respect of the undertaking. The Corporation executed the Undertaking Deed Poll, under which the Corporation has covenanted to provide GSW Australia with sufficient funds to discharge its liabilities to the extent that GSW Australia is unable to

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discharge them as and when they fall due, until such time as any adverse judgment in the Webb Proceeding or ASIC proceeding, or any order under section 91 of the ASIC Act in respect of the ASIC Proceeding, has been satisfied or the proceedings are otherwise resolved on a final basis. In addition, GSW Australia provided an undertaking to the Court, Mr. Raffaele Webb and ASIC, pursuant to which GSW Australia undertakes to take all reasonable and practicable steps to enforce GSW Australia’s rights under the Undertaking Deed Poll in the event that the Corporation fails to meet any of its obligations thereunder.

Provision of Undertakings to the British Columbia Securities Commission

The Corporation has undertaken to inform the Commission of any material changes or updates with respect to the civil proceedings in Australia as soon as practicable thereafter. In addition, Mr. Hunter and Mr. Macdonald each undertook to complete a course offered by Simon Fraser University with respect to the financing, governance, and compliance responsibilities of public companies within six months of the receipt for the Prospectus. Mr. Hunter and Mr. Macdonald each completed the course entitled Public Companies: Financing, Governance, and Compliance on September 25, 2020.

John Wilson v. GetSwift Limited

The former Chief Strategy Officer of the Corporation and GSW Australia, John Wilson, brought suit against the Corporation and its indirect subsidiary, GSI, in the United states District Court for the Northern District of Georgia, Atlanta division. In the complaint, Mr. Wilson alleges claims for breach of contract related to his former employment by GSI.. More specifically, Mr. Wilson alleges his entitlement to severance pay as well as for the award of performance shares and stock options. The Corporation is vigorously defending the lawsuit and has alleged counterclaims for breach of fiduciary duty, among other things.

The case is in its infant stages and the full extent of the relevant information and discovery is not yet known. The Corporation is also investigating a potential claim against its former legal counsel for malpractice based upon performance and a potential conflict of interest related to the Wilson claim. The details of such a claim, if any, are being evaluated by the Corporation’s outside counsel. The total amount claimed is $400,000.

No provision has been taken in the 2021 Annual Financial Statements for the amounts claimed. At the present time, it is not possible to predict the ultimate outcome of these proceedings. Legal fees will be incurred in relation to defending the proceedings.

At the present time, it is not possible to predict the ultimate outcome of these proceedings.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this AIF, none of (i) the directors or executive officers of the Corporation, (ii) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of outstanding voting securities of the Corporation, or (iii) any associate or affiliate of the persons or companies referred to in (i) and (ii), has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years of the Corporation or during the current financial year that has materially affected or is reasonably expected to materially affect the Corporation.

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its offices located at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the only material contracts which the Corporation has entered into between its incorporation and June 30, 2021, being the end of the Corporation’s most recently completed financial year, are the Arrangement Agreement, the Deed Poll, the Amended LDA Agreement and the Undertaking Deed Poll. In addition, the Logo Acquisition Agreement is a material contract of the Corporation entered into by GSW Australia prior to the Corporation’s most recently completed financial year that is still in effect as of the date of this AIF.

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All of the material contracts of the Corporation are available on the SEDAR website at www.sedar.com.

INTERESTS OF EXPERTS

The auditor of the Corporation is RSM Alberta LLP, having its principal office at 1400, 777 8[th] Avenue SW, Calgary, Alberta, T2P 3R5. RSM Alberta LLP has confirmed that it is independent of the Corporation within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Alberta.

ADDITIONAL INFORMATION

Additional financial information relating to the Corporation is contained in the Corporation’s comparative financial statements and associated management’s discussion and analysis for its most recently completed fiscal year ended June 30, 2021. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of securities and securities authorized for issuance under equity compensation plans will be contained in the Corporation’s information circular for its annual meeting of shareholders that will involve the election of directors. These documents as well as additional information relating to the Corporation are (or will be) available on SEDAR at www.sedar.com .

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GLOSSARY OF TERMS

As used in this AIF, the following terms have the respective meaning as specified below:

“ 2021 Annual Financial Statements ” has the meaning ascribed thereto under " Risk Factors – Cease Trade Order ".

“ Applicant ” has the meaning ascribed thereto under " Business of The Corporation – Recent Developments ".

“ AIF ” means this Annual Information Form.

“ Amended LDA Agreement ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2021 (July 1, 2020 – June 30, 2021) ".

" Arrangement " means the scheme of arrangement between GSW Australia and the GSW Shareholders under Part 5.1 of the Australian Corporations Act, which became legally effective on January 4, 2021 and was implemented on January 13, 2021.

" Arrangement Agreement " means the scheme implementation deed dated September 3, 2020 between the Corporation and GSW Australia.

" ASIC " means the Australian Securities and Investments Commission.

" ASIC Act " means the Australian Securities and Investments Commission Act 2001 (Cth).

" ASX " means ASX Limited or the Australian Securities Exchange, as the context requires.

" Audit Committee " means the Audit Committee of the Corporation in accordance with NI 52-110.

" Australian Corporations Act " means the Australian Corporations Act 2001 (Cth).

" BCBCA " means the Business Corporations Act (British Columbia).

" Board of Directors " or " Board " means the board of directors of the Corporation.

“ Buy-Back Facility ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2021 (July 1, 2020 – June 30, 2021) ".

“ Capital Call Amount ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Capital Call Limit ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Capital Call Date ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Commitment Fee ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Commission ” has the meaning ascribed thereto under " Risk Factors – Key Personnel ".

" Common Share " means a common share in the capital of the Corporation.

• “ Compensation Committee ” means the compensation committee established by the Board.

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“ Corporation Incentive Plan ” has the meaning ascribed thereto under “ Description of Share Capital –Options Outstanding and Summary of Incentive Option Plans ”.

“ Corporation Options ” means options of the Corporation exercisable for Common Shares issued pursuant to the Corporation Incentive Plan.

“Court” means the Federal Court of Australia, or such other court of competent jurisdiction for the purposes of the Australian Corporations Act as may be agreed by the Corporation and GSW.

“ CTO ” has the meaning ascribed thereto under " Risk Factors – Cease Trade Order ".

“ CTO Date ” has the meaning ascribed thereto under " Risk Factors – Cease Trade Order ".

“ Current Litigation Matters ” has the meaning ascribed thereto under “ Risk Factors – Ongoing Regulatory and Litigation Proceedings ”.

“ DBP ” has the meaning ascribed thereto under " The Corporate Structure – Intercorporate Relationships – GetSwift Inc. ".

“ DBP APA ” has the meaning ascribed thereto under " The Corporate Structure – Intercorporate Relationships – GetSwift Inc. ".

“ DBP Earnout ” has the meaning ascribed thereto under " The Corporate Structure – Intercorporate Relationships – GetSwift Inc. ".

“ DBP Vendors ” has the meaning ascribed thereto under " The Corporate Structure – Intercorporate Relationships – GetSwift Inc. ".

" Deed Poll " means the deed poll executed by the Corporation and dated October 1, 2021, pursuant to which the Corporation covenanted in favour of the GSW Shareholders to perform the obligations attributed to the Corporation under the Arrangement and the Deed Poll.

“ Effective Date ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2021 (July 1, 2020 – June 30, 2021) ".

“ Exchange Ratio ” means the ratio of seven (7) GSW Shares exchanged for each Common Share pursuant to the Arrangement.

" forward-looking statements " has the meaning ascribed thereto under " Forward-Looking and Other Statements ".

“ Fundraising Term ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

“ GSW 2017 Plan ” has the meaning ascribed thereto under " Description of Share Capital –Options Outstanding and Summary of Incentive Option Plans ".

“ GSW 2019 Plan ” has the meaning ascribed thereto under " Description of Share Capital –Options Outstanding and Summary of Incentive Option Plans ".

" GSW Board " means the board of directors of GSW Australia.

" GSW Legacy Plans " has the meaning ascribed thereto under “ Description of Share Capital –Options Outstanding and Summary of Incentive Option Plans ”.

" GSW Option " means an option granted by GSW to acquire by way of issue a GSW Share in accordance with its terms, whether pursuant to the GSW Legacy Plans or standalone equity compensation arrangements.

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" GSW Optionholder " means a holder of GSW Options.

“ GSW Share " means a fully paid ordinary share in the capital of GSW.

" GSW Shareholder " means each person who is registered in the register of members of GSW as a holder of a GSW Share from time to time.

“ GSW U.S. Plan ” has the meaning ascribed thereto under " Description of Share Capital –Options Outstanding and Summary of Incentive Option Plans ".

" IFRS " means International Financial Reporting Standards.

“ IPO ” has the meaning ascribed thereto under " Business of The Corporation – Overview ".

“ LDA ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ LDA Agreement ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ LDA LLC ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ LDA Maximum Commitment ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Logo ” has the meaning ascribed thereto under " The Corporate Structure – Intercorporate Relationships ".

“ Logo Acquisition Agreement ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Logo Call Option ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Logo Earnout Notice ” means written notice of the Logo Vendors’ determination that the aggregate revenues of Logo in the twelve month period immediately prior to such Logo Earnout Notice have surpassed one or more of the earnout thresholds set forth in the Logo Acquisition Agreement during any of Logo’s fiscal years 2020, 2021, or 2022.

“ Logo Put Option ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ Logo Vendors ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ McTaggart Proceeding ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

" NEO " means the NEO Exchange Inc..

" NI 52-110 " means National Instrument 52-110 – Audit Committees .

“ Nomination & Corporate Governance Committee ” means the nominating & corporate governance subcommittee established by the Board.

“ Perera Proceeding ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

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“ Performance Right ” means a performance right of GSW Australia granted pursuant to the GSW Legacy Plans, entitling the holder thereof, upon satisfaction of the applicable performance measures and vesting conditions, to acquire one GSW Share.

" person " includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative.

“ Preferred Share ” has the meaning ascribed thereto under " The Corporate Structure – Name, Address and Incorporation ".

" R&D " means research and development.

“ Requisite Majorities ” means, in relation to the resolution put to GSW Shareholders at the Scheme Meeting to approve the Arrangement, that resolution being passed by: (i) a majority in number of the GSW Shareholders present and voting at the Scheme Meeting (in person or by proxy, attorney or corporate representative); and (ii) at least 75% of the total number of votes cast on the resolution in person or by proxy, attorney or corporate representative.

" SEDAR " means the System for Electronic Document Analysis and Retrieval, accessible at www.sedar.com.

" Scheme Meeting " means the meeting of GSW Shareholders ordered by the Court to be convened pursuant to section 411(1) of the Australian Act to consider and vote on the Arrangement, and includes any meeting convened following any adjournment or postponement of that meeting.

" Second Court Hearing " means the second hearing before the Court pursuant to section 411(4)(b) of the Australian Corporations Act to approve the Arrangement.

“ settlement payment ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

“ Share Lender ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2020 (July 1, 2019 – June 30, 2020) ".

“ SP ” has the meaning ascribed thereto under " The Corporate Structure – Intercorporate Relationships – GetSwift Inc. ".

“ Uber ” has the meaning ascribed thereto under " Business of The Corporation – Recent Developments ".

“ Undertaking Deed Poll ” means the deed poll dated December 17, 2020 executed by the Corporation and annexed to the Court orders approving the Arrangement, under which the Corporation covenanted to provide GSW Australia with sufficient funds to discharge its liabilities to the extent that GSW Australia is unable to discharge them as and when they fall due, until such time as any adverse judgment in the Webb Proceeding or ASIC proceeding, or any order under section 91 of the ASIC Act in respect of the ASIC Proceeding, has been satisfied or the proceedings are otherwise resolved on a final basis.

“ Unmarketable Parcel ” has the meaning ascribed thereto under " Business of The Corporation – Three Year History – Fiscal 2021 (July 1, 2020 – June 30, 2021) ".

" U.S. " means the United States of America.

" U.S. Securities Act " means the United States Securities Act of 1933, as amended from time to time.

" USD " means U.S. dollars.

“ Webb Proceeding ” has the meaning ascribed thereto under “ Legal Proceedings and Regulatory Actions ”.

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APPENDIX A AUDIT COMMITTEE CHARTER

(Attached)

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GETSWIFT TECHNOLOGIES LIMITED (THE “CORPORATION”)

AUDIT COMMITTEE CHARTER

1. Policy Statement

It is the policy of the Corporation to establish and maintain an Audit Committee (the “Committee”) to assist the directors (individually a “Director” and collectively the “Board”) of the Corporation in carrying out the Board’s oversight responsibility for the accounting, internal controls, financial reporting, audits of financial statements and risk management processes of the Corporation.

The Committee shall be provided with resources commensurate with the duties and responsibilities assigned to it by the Board including appropriate administrative support. Without limiting the generality of the foregoing, the Corporation shall provide for appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment of: (a) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for Corporation; (b) compensation to any advisers engaged by the Committee under section 4(c)(iii) of this charter; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

If determined appropriate by the Committee, it shall have the discretion to institute investigations of improprieties, or suspected improprieties within the scope of its responsibilities, including the standing authority to retain special counsel or other experts. The Committee shall have unrestricted access to the Corporation’s external auditors, is authorized to seek any information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

2. Composition of Committee

• (a) The Committee shall be established by a resolution of the Board. The Committee shall consist of a minimum of three (3) Directors. The Board shall appoint the members of the Committee and may seek the advice and assistance of the Nominating and Governance Committee in identifying qualified candidates. The Board shall appoint one member of the Committee to be the chair of the Committee (the “Chair”).

• (b) All of the members of the Committee shall be Directors who are independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”), and the rules of any stock exchange or market on which the Corporation’s shares are listed or posted for trading (collectively, “Applicable Governance Rules”). In this charter, the term “independent” includes the meanings given to similar terms by Applicable Governance Rules, including the terms “non-executive”, “outside” and “unrelated” to the extent such terms are applicable under Applicable Governance Rules. No member of the Committee shall have participated in the preparation of the financial statements of the Corporation or any current subsidiary of the Corporation at any time during the past three (3) years.

• (c) All members of the Committee must be able to read and understand fundamental financial statements (including a balance sheet, income statement and cash flow statement) and 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 level of

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complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

• (d) A Director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until his or her resignation.

• Meetings of the Committee

• (a) The Committee shall convene a minimum of four times each year at such times and places as may be determined by the Chair of the Committee, and whenever a meeting is requested by the Board, a member of the Committee, the auditors or senior management of the Corporation. Scheduled meetings of the Committee shall correspond with the review of the quarterly and year-end financial statements and management discussion and analysis.

• (b) Notice of each meeting of the Committee shall be given to each member of the Committee.

• (c) Notice of a meeting of the Committee shall:

  • (i) be in writing, which includes electronic communication facilities;

  • (ii) state the nature of the business to be transacted at the meeting in reasonable detail;

  • (iii) to the extent practicable, be accompanied by a copy of any documentation to be considered at the meeting; and

  • (iv) be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit.

• (d) A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of the members of the Committee. However, it shall be the practice of the Committee to require review, and, if necessary, approval of important matters by all members of the Committee.

• (e) A member or members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting.

• (f) In the absence of the Chair of the Committee, the members of the Committee shall choose one of the members present to chair the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting.

• (g) The Committee may invite such persons to attend meetings of the Committee as the Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this charter or by applicable laws.

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• (h) The Committee may invite the external auditors to be present at any meeting of the Committee and to comment on any financial statements, or on any of the financial aspects, of the Corporation.

• (i) The Committee (i) shall meet with the external auditors separately from individuals other than the Committee and (ii) may meet separately with management of the Corporation.

• (j) Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting. The Chair of the Committee shall circulate the minutes of the meetings of the Committee to all members of the Board.

Duties and Responsibilities of the Committee

• (a) The Committee, in its capacity as a committee of the Board, is directly responsible for recommending to the Board the public accounting firm to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation (the “external auditor”) as well as the compensation of the external auditor. The Committee shall also be directly responsible for the oversight of the work of the external auditor (including resolution of disagreements between management and the auditor regarding financial reporting), and each such external auditor must report directly to the Committee.

• (b) The other primary duties and responsibilities of the Committee are to:

• (i) identify and monitor the management of the principal risks that could impact the financial reporting of the Corporation;

• (ii) monitor the integrity of the Corporation’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;

• (iii) monitor the independence, objectivity and performance of the external auditors, including, without limitation: (A) ensuring the Committee’s receipt from the external auditors at least annually of a formal written statement delineating all relationships between the external auditors and the Corporation; (B) actively engaging in dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditor; and (C) taking, or recommending that the Board take, appropriate action to oversee the independence of the external auditors;

• (iv) evaluate the performance of the external auditors at least annually;

• (v) deal directly with the external auditors to approve external audit plans, other services (if any) and fees;

• (vi) directly oversee the external audit process and results (in addition to items described in subsection 4(e) below);

• (vii) provide an avenue of communication between the external auditors, management and the Board;

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• (viii) review annually with management of the Corporation the anti-fraud, anti-bribery, anti-corruption and risk assessment programs of the Corporation;

• (ix) carry out a review designed to ensure that an effective “whistle blowing” procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to an appropriately independent individual; and

• (x) oversee all pension and retirement benefit plans if and when established.

• (c) The Committee shall have the authority to:

• (i) inspect any and all of the books and records of the Corporation and its subsidiaries; (ii) discuss with the management of the Corporation and its subsidiaries, any affected party and the external auditors, such accounts, records and other matters as any member of the Committee considers appropriate;

• (iii) engage independent counsel and other advisors as it determines necessary to carry out its duties; and

• (iv) set and pay the compensation for any advisors engaged by the Committee.

Relationship with the Board

• (d) The Committee shall, at the earliest opportunity after each meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as considered appropriate.

Relationship with External Auditors

• (e) The Committee shall:

• (i) review the audit plan with the external auditors and with management;

• (ii) review with the external auditors the critical accounting policies and practices used by the Corporation, all alternative treatments of financial information within international financial reporting standards (“IFRS”) that the external auditors have discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors;

• (iii) discuss with management and the external auditors any proposed changes in major accounting policies or principles, the presentation and impact of material risks and uncertainties and key estimates and judgments of management that may be material to financial reporting;

• (iv) review with management and with the external auditors material financial reporting issues arising during the most recent financial period and the resolution or proposed resolution of such issues;

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• (v) review any problems experienced or concerns expressed by the external auditors in performing any audit, including any restrictions imposed by management or any material accounting issues on which there was a disagreement with management;

• (vi) review with the external auditors any accounting adjustments that were noted or proposed by the independent auditor but that were “passed” (as immaterial or otherwise), any communications between the audit team and the external auditor’s national office respecting auditing or accounting issues presented by the engagement, any “management” or “internal control” letter or schedule of unadjusted differences issued, or proposed to be issued, by the external auditors to the Corporation, or any other material written communication provided by the external auditors to the Corporation’s management;

• (vii) review with senior management the process of identifying, monitoring and reporting the principal risks affecting financial reporting;

• (viii) review and discuss with management and the external auditors any off-balance sheet transactions or structures and their effect on the Corporation’s financial results and operations, as well as the disclosure regarding such transactions and structures in the Corporation’s public filings;

• (ix) review the audited annual financial statements (including management discussion and analysis) and related documents in conjunction with the report of the external auditors and obtain an explanation from management of all material variances between comparative reporting periods;

• (x) consider and review with management, the internal control memorandum or management letter containing the recommendations of the external auditors and management’s response, if any, including an evaluation of the adequacy and effectiveness of the internal financial controls and procedures for financial reporting of the Corporation and subsequent follow-up to any identified weaknesses;

• (xi) review with financial management and the external auditors the quarterly unaudited financial statements and management discussion and analysis before release to the public;

• (xii) periodically meet separately with management and the external auditors;

• (xiii) oversee the financial affairs of the Corporation and its subsidiaries, and, if deemed appropriate, make recommendations to the Board, external auditors or management;

• (xiv) discuss with management and the external auditors any correspondence with regulatory or governmental agencies that raise material issues regarding the Corporation’s financial statements or accounting policies;

• (xv) consider the recommendations of management in respect of the appointment and terms of engagement of the external auditor;

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• (xvi) pre-approve all audit and non-audit services to be provided to the Corporation or its subsidiaries by its external auditors, or the external auditors of subsidiaries of the Corporation, subject to the overriding principle that the external auditors not be permitted to be retained by the Corporation to perform internal audit outsourcing services or financial information systems services; provided that notwithstanding the above, the foregoing pre-approval of non-audit services may be delegated to a member of the Committee, with any decisions of the member with the delegated authority reporting to the Committee at the next scheduled meeting;

• (xvii) approve the engagement letter for non-audit services to be provided by the external auditors or affiliates thereof together with estimated fees, and consider the potential impact of such services on the independence of the external auditors;

• (xviii) when there is to be a change of external auditors, review all issues and provide documentation related to the change, including the information to be included in the notice of change of auditors and documentation required pursuant to the then current legislation, rules, policies and instruments of applicable regulatory authorities and the planned steps for an orderly transition period; and

• (xix) review all reportable events, including disagreements, unresolved issues and consultations, as defined by applicable laws, on a routine basis, whether or not there is to be a change of the external auditors.

• (f) In connection with the public disclosure of financial information and other public disclosure, the Committee shall:

• (i) review the Corporation’s financial statements, MD&A and annual and interim profit or loss press releases before the Corporation publicly discloses this information;

• (ii) review with management its evaluation of the Corporation’s procedures and controls designed to assure that information required to be disclosed in the Corporation’s periodic public reports is recorded, processed, summarized and reported in such reports within the time periods specified by applicable securities laws for the filing of such reports (“Disclosure Controls”), and consider whether any changes are appropriate in light of management’s evaluation of the effectiveness of such Disclosure Controls;

• (iii) establish a policy, which may include delegation to an appropriate member or members of management, for release of earnings press releases as well as for the release of financial information and earnings guidance provided to analysts and rating agencies;

• (iv) satisfy itself that adequate procedures are in place for the review of the Corporation’s public information extracted from the Corporation’s financial statements, other than the public information reviewed in accordance with section 4(f)(i), and periodically assess the adequacy of those procedures;

• (v) to the extent deemed appropriate, review and supervise the preparation by management of:

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  - A. the annual information forms, management information circulars and annual and interim financial statements of the Corporation and any other information of the Corporation filed by the Corporation with the applicable securities regulators;

  - B. press releases of the Corporation containing financial information, earnings guidance, forward-looking statements, information about operations or any other material information;

  - C. correspondence broadly disseminated to shareholders of the Corporation; and

  - D. other relevant written and oral communications or presentations;

• (vi) before release, review and if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information, including any prospectuses, annual reports, annual information forms, management discussion and analysis and press releases, focusing particularly on:

  • A. any changes in accounting policies and practices;

  • B. any important areas where judgment must be exercised;

  • C. significant adjustments resulting from the audit;

  • D. the going concern assumption, if any;

  • E. compliance with accounting standards; and

  • F. compliance with stock exchange and legal requirements;

• (g) The Committee shall enquire into and determine the appropriate resolution of any conflict of interest in respect of audit or financial matters which are directed to the Committee by any member of the Board, a shareholder of the Corporation, the external auditors or senior management.

• (h) The Committee shall periodically review with management the need for an internal audit function.

• (i) The Committee shall review the accounting and reporting of costs, liabilities and contingencies of the Corporation.

• (j) The Committee shall periodically discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

• (k) The Committee shall establish, monitor and review policies and procedures for internal accounting, financial control and management information.

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• (l) The Committee shall periodically discuss with management the Corporation’s process for performing its quarterly certifications pursuant to Multilateral Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

• (m) The Committee shall review with the Chief Executive and Chief Financial Officer of the Corporation any report on significant deficiencies in the design or operation of the internal controls that could adversely affect the Corporation’s ability to record, process, summarize or report financial data, any material weaknesses in internal controls identified to the auditors, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.

• (n) The Committee shall establish and maintain procedures for:

• (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;

• (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and

• (iii) reviewing arrangements by which staff of the Corporation may, in confidence, raise concerns about possible improprieties in matters of financial reporting and ensuring that arrangements are in place for proportionate and independent investigation and follow-up action.

• (o) At each meeting of the Committee, the Committee shall review any complaints or concerns of employees of the Corporation regarding accounting, internal accounting controls, or auditing matters relating to the Corporation and violations of the Code of Business Conduct and Ethics of the Corporation, and of any applicable law, rule or regulation and shall follow the procedures established under the Whistleblower Policy regarding such concerns and complaints.

• (p) The Committee shall review all related party transactions and discuss the business rationale for these transactions and determine whether appropriate disclosures have been made. For this purpose, the term “related party transactions” includes any “material transaction” required to be disclosed under Item 13 of Form 51-102F2 under National Instrument 51-102 - Continuous Disclosure Obligations .

• (q) The Committee shall review the Corporation’s compliance and ethics programs, including consideration of legal and regulatory requirements, and shall review with management its periodic evaluation of the effectiveness of such programs.

• (r) The Committee shall, in consultation with the Nominating and Governance Committee, review the Corporation’s Code of Business Conduct and Ethics and programs that management has established to monitor compliance with such code, and periodically, after consultation with the Nominating and Governance Committee, make recommendations to the Board regarding the Corporation’s Code of Business Conduct and Ethics that the Committee shall deem appropriate.

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• (s) The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors.

• (t) The Committee shall receive any reports from legal counsel of evidence of a material violation of securities laws or breaches of fiduciary duty by the Corporation.

• (u) The Committee shall review with the Corporation’s legal counsel, on no less than an annual basis, any legal matter that could have a material impact on the Corporation’s financial statements and any enquiries received from regulators or government agencies.

• (v) The Committee shall assess, on an annual basis, the adequacy of this charter and the performance of the Committee.

Approved by the Directors on October 25, 2020.