GetSwift Technologies Limited

MANAGEMENT’S DISCUSSION AND ANALYSIS

The date of this discussion and analysis (“MD&A”) is October 15, 2021.

The following MD&A should be read in conjunction with the financial statements of GetSwift Technologies Limited (“GSW” or the “Corporation”) for the full year period ended June 30, 2021, prepared in accordance with International Financial Reporting Standards (“IFRS”). Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected.

Forward-Looking Statements

This MD&A contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, which reflect management's expectations regarding the Corporation's future growth, results from operations (including, without limitation, future production and capital expenditures), the likelihood that legal proceedings involving the Corporation will be settled on terms acceptable to the Corporation, other parties to such proceedings, and courts of competent jurisdiction, the anticipated quantum and timing of contingent liabilities described in this MD&A, performance (both operational and financial) and business prospects, future business plans and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements.

Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management, in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances. Forward-looking Statements in this MD&A include, but are not limited, to statements with respect to: continued use of the Corporation’s services, sources of the Corporation’s revenue, the potential for additional tax expenses in future periods relating to historical filings, short- to mid-term expectations regarding the likelihood of the Corporation making capital calls under the Amended LDA Agreement (as defined below), limitations on the ability of the Corporation to leverage the LDA facility in the future, the timing of judgments relating to the civil proceedings in Australia, the incurrence of legal fees in relation to defending the civil proceedings involving Corporation or its subsidiaries, judgments relating to any civil proceedings involving the Corporation or its subsidiaries, the timing of future hearings related to the civil proceedings involving the Corporation or its subsidiaries, compliance with any settlement agreements entered into by the Corporation and the likelihood such agreements will be approved by courts of competent jurisdiction, estimates of the useful lives of assets, provisions for impairment of inventories, the ability of the Corporation to continue as a

going-concern, the effect of a change of control on the Corporation’s material contracts, the Corporation’s dependence on key personnel, the Corporation’s ability to achieve or maintain profitability, the ability of clients terminating contracts with the Corporation and the impact thereof, short- to mid-term expectations regarding the sources and quantum of revenue, ongoing costs and obligations of the Corporation and its subsidiaries, the Corporation’s need and ability to obtain additional financing, the Corporation’s ability and intention to develop the GetSwift Offering (as defined below) and other intellectual property, the Corporation’s dependence on the GetSwift Offering to maintain operability and functionality on thirdparty operating systems and the likelihood of changes to such platforms, the Corporation’s dependence on suppliers and skilled labor, growth-related risks such as capacity constraints and pressure on internal systems and controls, the likelihood of reputational harm to the Corporation and the impact thereof, and the impact of pandemics, including COVID-19, on the Corporation, applicable regulation, and global commerce.

Important factors that could cause actual results to differ materially from the Corporation's expectations include, without limitation: clients deciding to terminate contractual relationships with the Corporation, the potential for adverse or positive tax judgments in the jurisdictions in which the Corporation or its subsidiaries operate or changes to applicable tax rules in such jurisdictions, market conditions, the validity of GSW’s inter-company transactions, the potential for adverse or positive judgments with respect to the civil proceedings involving the Corporation and its subsidiaries, the withdrawal or dismissal of claims made against the Corporation or its subsidiaries or the initiation of new claims, the departure of key personnel or other employees of the Corporation, changes in technology, customer preferences, or supply chains, changes in accounting policies or procedures applicable to the Corporation’s assets, the exacerbation of the COVID-19 pandemic, and other risk factors set forth in this MD&A and the Corporation’s Annual Information Form (“AIF”) dated October 15, 2021.

While we consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, privacy, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Many assumptions are based on factors and events that are not within our control and there is no assurance they will prove to be correct.

Furthermore, such forward-looking statements involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Corporation to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Although we have attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance achievements to differ from those anticipated, estimated or intended.

Readers are cautioned that important assumptions and risks, uncertainties and other factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained herein.

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There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained herein are made as of the date of this MD&A and we disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws. The MD&A is a narrative explanation, through the eyes of management, of how GSW and its operating subsidiaries performed during the period covered by the financial statements, and of GSW’s financial condition and future prospects. The MD&A complements and supplements GSW’s financial statements but does not form part of GSW’s financial statements.

Unless otherwise indicated, all dollar amounts are expressed in United States dollars (USD). Due to rounding, certain totals, subtotals and percentages may not reconcile. Prior to December 31, 2020, the financial statements of the Corporation’s wholly owned subsidiary, GetSwift Limited, were presented in Australian dollars. As of December 31, 2020, the financials of the Corporation were reported in United States dollars. Equity transactions have been translated at historical rates.

Additional information about the Corporation, including its AIF, is available on its profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

Highlights

The quarter ending June 30, 2021 saw a 68% improvement in revenue from customer contracts over the prior quarter, coincided with a 28% reduction in operating costs. Full year, operating revenue increased 21% with a 2% increase in total expenses. These sales are driving strong cash for the business, but fixed costs associated with corporate, financial, regulatory and oversight are still a drag on EBITDA, profitability, and cash flow.

Future guidance expects revenue to be $6 million and $15 million for the first and second quarters of fiscal year 2022 (or calendar year third and fourth quarters of 2021). See “Future Guidance” below for additional details.

Overview

GSW is a technology and services company that offers a suite of software, products, and services through its operating subsidiaries, which are focused on business 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 tracking, real-time alerts, cloud communications, and communications infrastructure services and products through consulting, design, construction, and maintenance. 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.

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Results of Operations

Through its two operating segments, Technology Subscription Services (“TSS”) and Communication Technology Services (“CTS”), GSW derives revenue from contracts with its clients by offering a suite of software, products and services that are used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

Expenses consist primarily of general and administrative expenses, employee related costs, operating expenses and share based payment expenses.

During the COVID-19 pandemic, the major challenge to GSW was availability of CTS labor, resulting in the Corporation extending the deadline for completion of some projects, and deferring the revenue recognition, to a later period. Notwithstanding this labor shortage, demand for online ordering and last mile logistics technology and the accompany services that GSW provides remains strong during the COVID-19 pandemic, though the increased costs of labor and onboarding remain an optimization challenge for the Corporation .

Revenue from contracts with customers Total revenue	June 30 June 30 2021 2020 $ $ 19,833,450* 16,432,365
	19,833,450 16,432,365

General and administrative expenses	(21,210,901) (19,502,782) (8,804,664) (8,754,016) (10,296,205) (10,136,606) 111,870 (1,139,717)
Employee benefits expenses Operating expenses Share-based payment expenses Total expenses
	(40,199,900) (39,533,121)

Other income	1,355,589 1,091,909

Other gains(losses)	(4,649,871) 1,139,578

Loss before income tax	(23,660,732) (20,869,269)

Income tax benefit/(expense)	138,249 (116,229)
Loss for the year Other comprehensive income	(23,522,483) (20,985,498) 5,374,862 (1,385,260)
Exchange differences on translation of foreign operations Total comprehensive loss for the year
	(18,147,621) (22,370,758)
Total comprehensive loss for the year is attributable to:
Owners of GetSwift Technologies Limited Non-controlling interests	(18,090,171) (22,531,539) (57,450) 160,781
	(18,147,621) (22,370,758)

Loss per share for loss attributable to the ordinary equity holders of the company:
Basic/diluted loss per share**	(0.77) (0.78)

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

**Reflects the retrospective application of the 7:1 exchange ratio

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Comparison of the Year ended June 30, 2021 and 2020

Revenue:

Segment Information Technology subscription services Communication technology services Total	Year ended 30 June 2021 Year ended 30 June 2020 $ $ $ Pct 4,489,667 3,636,924 852,743 23% 15,343,783 12,795,441 2,548,342 20% Period over Period Change
	19,833,450 16,432,365 3,401,085 21%

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Geographical Information

Year ended June 30, 2021 Point in time Subscription services Sale of products Sale of finished products and services Over time Subscription services Sale of finished products and services Total revenue Year ended June 30, 2020 Point in time Subscription services Sale of products Sale of finished products and services Over time Subscription services Sale of finished products and services Total revenue YE June 2021 B/(W) June 2020 Point in time Over time Point in time Over time	Serbia United States Australia Other Total $ $ $ $ $ - 205,136 55,169 204,164 464,469 4,559,244 - - - 4,559,244 1,084,199 - - - 1,084,199
	5,643,443 205,136 55,169 204,164 6,107,912
	- 3,515,123 280,298 229,777 4,025,198 9,700,340 - - - 9,700,340
	9,700,340 3,515,123 280,298 229,777 13,725,538

	15,343,783 3,720,259 335,467 433,941 19,833,450
	Serbia United States Australia Other Total $ $ $ $ $ - 164,189 69,066 215,172 448,427 9,592,356 - - - 9,592,356 2,255,338 - - - 2,255,338
	11,847,694 164,189 69,066 215,172 12,296,121
	- 2,523,597 235,038 429,862 3,188,497 947,747 - - - 947,747
	947,747 2,523,597 235,038 429,862 4,136,244

	12,795,441 2,687,786 304,104 645,034 16,432,365
	Serbia United States Australia Other Total (6,204,251) 40,947 (13,897) (11,008) (6,188,209) 8,752,593 991,526 45,260 (200,085) 9,589,294
	2,548,342 1,032,473 31,363 (211,093) 3,401,085
	-52% 25% -20% -5% -50% 924% 39% 19% -47% 232%
	20% 38% 10% -33% 21%

Customer revenue for the year ended June 30, 2021 was $19,833,450, an increase of $3,401,085 or 21% primarily due to the net growth of CTS and TTS businesses. For the year ended June 30, 2021, 19% of the Corporation’s customer revenue is represented by a single customer. For the year ended June 30, 2020, 35% of the customer revenue was represented by a single customer. This customer is the same for both periods.

TSS revenues during the year ending June 30, 2021 were $4,489,667, an increase of $852,743 or 23% over the prior period primarily due to the net growth in the E-commerce and delivery businesses.

CTS revenues during the year ending June 30, 2021 were $15,343,783, an increase of $2,548,342 or 20%

primarily due to the full year impact of the acquisition of Logo d.o.o (“Logo”) in January 2020. For the year ending June 30, 2021, the top 3 customers represented 58% of the year’s revenue. For the year ending June 30, 2020, the top 3 customers represented 36% of the revenue.

Point in time revenue was $6,107,912, down $6,188,209 or 50% primarily due to a shift of service sales from point in time to over time in Serbia. Over time revenue was $13,725,538 an increase of $9,589,294 or 232%, primarily due to an increase in software sales in the United States and a shift from services from point in time to over time in Serbia as result in a change in customer base.

No company-wide price changes were implemented.

Delivery management services revenue is recognised either at a point in time when the service request is facilitated, or over time as services are provided, based upon the applicable rates within contractual customer agreements, typically ranging from 1-2 years. For contracted customers, any set-up or software customisation fees are allocated on a straight-line basis over the term of the contract.

For sales of products alone, and contracts to deliver products and services, revenue is recognised when or as the products or services are transferred to a customer, based upon an evidenced agreement. Before recognising revenue, the separate performance obligations are identified, and the contractual transaction price is identified and allocated to the performance obligations. Then, revenue is recognised when or as each performance obligation is satisfied - that is, at a point in time or over time.

Revenue relating to construction or upgrade services under service concession arrangements is recognised over time, consistent with accounting policies on recognising revenue on construction contracts. Operating or service revenue is recognised in the period in which the services are provided. If the service concession arrangement contains more than one performance obligation, the consideration is allocated with reference to the relative stand-alone selling price of the services delivered.

GSW does not calculate a gross margin and therefore there is no cost of goods sold.

Other Income:

	June 30	June 30
	2021	2020*
	$	$
Other income	1,355,589	1,091,909
Interest on financial assets held as investments	87,383	785,733
Research and development tax incentive	167,304	163,709
US CARES Act funding	754,182	-
Other items	346,720	142,467

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

For the year ended June 30, 2021, other income was $1,355,589, an increase of $263,680 or 24% and is primarily comprised of the anticipated forgiveness of the paycheck protection program (“PPP”) funding issued by the United States federal government under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, partially offset by a decrease in interest proceeds from investments.

Other Gains/(Losses):

Losses):
	June 30	June 30
	2021	2020*
	$	$
Other gains(losses)	(4,649,871)	1,139,578
Net gain on disposal of property, plant
and equipment	(7,211)	2,942
Net foreign exchange losses	(4,615,647)	1,169,183
Other items	(27,013)	(32,547)

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

For the year ended June 30, 2021, other losses were $4,649,871, a decrease of $5,789,449, or 508% driven by the movement in foreign exchange from a strengthening of the Australian Dollar versus the United States Dollar.

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Total Expenses:

s:
	June 30 June 30 2021 2020 $* $
General and administrative expenses	(21,210,901) (19,502,782) (347,792) (803,915) (2,594,645) (1,587,058) (26,411) (210,567) (2,880,351) (425,908) (643,163) (564,959) (47,209) (153,743) (1,807,061) (1,080,287) (6,924,635) (8,639,581) (91,862) (205,848) (2,027,752) (1,799,611) (1,788,435) (1,411,955) (18,438) (318,348) (1,012,480) (1,185,562) (1,000,667) (1,115,440) (8,804,664) (8,754,016) (8,171,609) (7,844,932) (113,358) (250,463) (519,697) (658,621) (10,296,205) (10,136,606) (7,718,942) (9,130,931) (2,626,445) (1,252,841) 49,182 247,166 111,870 (1,139,717)
Advertising and marketing Amortisation Bad debts Contingent consideration expense Depreciation Finance costs Insurance Legal fees Occupancy Professional fees Technology contractors Travel and entertainment Website expenses Other expenses Employee benefits expenses Salaries, bonuses and directors' fees Superannuation and 401(k) Other Operating expenses Materials Services Warranty provisions net Share-based payment expenses Total expenses
	(40,199,900) (39,533,121)

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

Overall, general and administrative expenses for the year ended June 30, 2021, increased 9%, or $1,708,119 to $21,210,901 compared to the same period in 2020. As a percentage of total revenue, expenses were 100% for the year ended June 30, 2021, and 111% for the same period in 2020. The primary drivers for the decrease is lower legal fees, advertising and marketing and travel and entertainment expenses partially offset by higher contingent consideration, amortization and insurance expenses.

Advertising and Marketing: Advertising and Marketing expenses decreased 57% or $456,123 to $ 347,792 for the year ended June 30, 2021. The decrease reflects a reduction in expenditures upon review of GSW’s marketing campaigns.

Amortisation: Amortisation expense was $2,594,645 for the year ended June 30, 2021, an increase of $1,007,587 or 63% compared to the prior period as a result of an increase in the intangibles as part of the full impact of the completed CTS acquisition.

Bad Debts: Bad Debt expense was $26,411 for the year ended June 30, 2021, $184,156 or 87% lower compared to the prior period was a result of two large write offs in 2020 that did not repeat in 2021.

Contingent Consideration: Contingent consideration increased $2,454,443 or 576% to $2,880,351 for the year ended June 30, 2021 as a result of contractual earnouts for the TSS and CTS businesses.

Depreciation: Depreciation of property and equipment increased $78,204 or 14% to $643,163 for the year ended June 30, 2021 compared to the prior period as a result of the addition of the CTS business which was offset by a decrease in depreciation of leased assets caused by expiring leases in the US and Australia.

Finance Costs: Finance Costs for the business decreased $106,534 or 69% to $47,209 for the year ended June 30, 2021 compared to the prior period in 2020. This decrease relates to a reduction in finance costs on expiring leased assets in accordance with IFRS 16.

Insurance: Insurance expenses increased $726,774 or 67% to $1,807,061 for the year ended June 30, 2021 compared to the prior period in 2020. The additional expenses in 2021 were related primarily to director and officer insurance coverage.

Legal Fees: Legal Fees decreased 20% or $1,714,946 to $6,924,635 for the year ended June 30, 2021 compared to the prior period in 2020. The decrease is a result of higher 2020 expenses due to the scheme of arrangement in Australia and listing of the Common Shares in Canada.

Occupancy: Occupancy expenses decreased 55% or $113,988 to $91,862 for the year ended June 30, 2021 compared to the prior period in 2020. This decrease relates to the conclusion and non-renewal of leases in the US and Australia.

Professional Fees: Professional Fees increased 13% or $228,141 to $2,027,752 for the year ended June 30, 2021 compared to the prior period in 2020 primarily due to the completion of the scheme of arrangement in Australia and listing of the Common Shares in Canada.

Technology Contractors: Technology Contractors expenses increased 27% or $376,480 to $1,788,435 for the year ended June 30, 2021 compared to the prior period in 2020. Contractor resources were deployed as a result of reducing employees in TSS in Q3, 2020.

Travel and Entertainment: Travel and Entertainment expenses decreased 94% or $299,910 to $18,438 for the year ended June 30, 2021. A conscious effort was made to reduce corporate related international travel in 2021. This, coupled with COVID-19 restrictions, resulted in the large reduction.

Website: Website expenses decreased 15% or $173,082 to $1,012,480 for the year ended June 30, 2021 compared to the same period in 2020. A new cloud vendor was implemented Q3, 2020 which reduced hosting expenses.

Other Expenses: Other expenses increased 10% or $114,773 to $1,000,667 for the year ended June 30, 2021 compared to the prior period in 2020 as a result of supplier price reduction negotiations with the Short Message Service (“SMS”) provider used as part of the Software as a Service (“SaaS”) offering.

Employee Benefits Expenses: Staff expenses increased 1% or $50,648 to $8,804,664 for the year ended June 30, 2021 compared to the prior period in 2020 as a result of the addition of the CTS business partially offset by the reduction in the TSS workforce in Australia.

Operating Expenses: Operating expenses decreased 2% or $159,599 to $10,296,205 for the year end June 30, 2021 compared to the prior period in 2020 as a result costs of the inclusion of CTS-related expenses in 2021 after the addition of the business.

Share-Based Payment Expenses:

Share-based payment costs decreased 110% or $1,251,587 to $111,870 for the year ended June 30, 2021 compared to the prior period in 2020. The change in share-based payment costs due to significant option and performance right grants in 2019 and 2020

The establishment of the 'GetSwift Employee and Executive Ownership Plan' was approved by shareholders of the Corporation’s operating subsidiary, GetSwift Limited, at the extraordinary general meeting of GetSwift Limited shareholders held on August 9, 2016. The plan was designed to provide long-term incentives for employees (including directors) to deliver long-term shareholder returns. Options to purchase ordinary shares of GetSwift Limited and performance rights were issued pursuant to the plan have milestones attached.

The assessed fair value of options at grant date was determined using the Black-Scholes pricing model that considers the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.

Income Tax Expense:

During the year ended June 30, 2021, the Corporation’s income tax benefit was $138,249. For the prior period in 2020, the income tax expense was $116,229.

GSW is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where GSW and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

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Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

GSW is subject to tax audits in the countries in which GSW carries on business globally. These tax audits could result in additional tax expense in future periods relating to historical filings. Reviews by tax authorities generally focus on, but are not limited to, the validity of GSW’s inter-company transactions, including financing and transfer pricing policies which generally involve subjective areas of taxation and a significant degree of judgment. If any of these tax authorities were successful with their challenges, GSW’s income tax expense may be adversely affected and GSW could also be subject to interest and penalty charges.

Net Loss and Earnings per Share:

Comprehensive loss for the year ended June 30, 2021, was $18,147,621 compared to a loss of $22,370,758 for the same period in 2020. On a per share basis this translated into a net loss per basic and diluted share of 77 cents for the year ended June 30, 2021, compared to net loss per basic and diluted share of 78 cents for the same period in 2020.

There were 30,484,100 Common Shares issued and outstanding as of June 30, 2021. The Corporation was incorporated on May 19, 2020 for the purpose of completing the scheme of arrangement in Australia and listing of the Common Shares on the NEO Exchange. In connection with the scheme of arrangement in Australia, all of the ordinary shares of GetSwift Limited were exchanged for Common Shares based on an exchange ratio of 7 ordinary shares of GSW for 1 Common Share.

Total Assets and Long-Term Liabilities:

For the year ended June 30, 2021 total assets were $31,006,275 a decrease for the year of $21,171,840 or 41%. This change was primarily due to the net loss for the year which saw a decrease cash and trade receivables, and lower intangible assets.

For the year ended June 30, 2021, non-current liabilities were $1,754,393, a decrease of 10% or $205,677 primarily due to lower deferred tax liabilities and warranty provisions, partially offset by higher other noncurrent liabilities.

	30 June 30 June 30 June 2021 2020 2019 $ $ $
ASSETS
Current assets Non-current assets Total assets LIABILITIES Current liabilities Non-current liabilities Total liabilities EQUITY	17,094,469 37,733,552 49,325,923 13,911,806 14,444,563 5,752,298
	31,006,275 52,178,115 55,078,221
	12,233,508 15,372,677 3,220,922 1,754,393 1,960,070 7,452
	13,987,901 17,332,747 3,228,374

Share capital Other reserves Accumulated losses Non-controlling interests Total equity Total liabilities and equity	82,332,552 79,980,173 79,528,244 314,409 (3,028,701) (2,395,323) (69,910,131) (46,445,098) (25,283,074) 4,281,544 4,338,994 -
	17,018,374 34,845,368 51,849,847
	31,006,275 52,178,115 55,078,221

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

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Net cash flows (outflows) from operating activities (“CFO”):

ash flows (outflows) from operating activities (“CFO”):
Net cash (outflow) from operating activities Net cash (outflow) from investing activities Net cash (outflow) from financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of the year	2021 2020*
	$ $ (14,578,111) (17,265,663) (1,016,132) (6,661,377) (33,479) (1,034,994) (15,627,722) (24,962,034) 23,300,58348,255,760 (396,754) 6,857
	7,276,10723,300,583

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

For the year ended June 30, 2021, CFO outflow decreased by $2,687,552 to $14,578,111 or 16% compared to the prior period in 2020. The decrease was primarily from a lower net loss from operations partially offset by lower interest received.

The Corporation has implemented a cost optimization plan starting in March of 2020 to reduce operating cash requirements. The plan 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.

Quarterly Results:

Operating Revenue Non Operating Income Total Total comprehensive gain/(loss) for the period Net cash (Outflow) from operating activities Loss per share for the loss attributable to the ordinary equity holders of the company Basic & Diluted - Cents	3 months ending
	Sep 19 Dec 19 Mar 20 Jun 20 Sep 20 Dec 20 Mar 21 Jun 21 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 797 1,150 5,832 8,730 7,510 5,281 2,642 4,400 412 224 188 271 239 953 34 130 1,209 1,374 6,020 9,002 7,749 6,234 2,676 4,530 (2,891) (5,711) (2,119) (10,170) (2,213) (5,420) (4,303) (6,444) (2,498) (5,155) (4,082) (5,570) (11,091) (3,771) 5,178 (4,894) (0.12) (0.20) 0.06 (0.51) (0.28) (0.24) (0.10) (0.16)

Operating Revenue
Non Operating Income
Total
Total comprehensive gain/(loss) for the period
Net cash (Outflow) from operating activities
Loss per share for the loss attributable to the
ordinary equity holders of the company
Basic & Diluted - Cents

3 months ending

Sep 19
Dec 19
Mar 20
Jun 20
Sep 20
Dec 20
Mar 21
Jun 21
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
797
1,150
5,832
8,730
7,510
5,281
2,642
4,400
412
224
188
271
239
953
34
130
1,209
1,374
6,020
9,002
7,749
6,234
2,676
4,530
(2,891)
(5,711)
(2,119)
(10,170)
(2,213)
(5,420)
(4,303)
(6,444)
(2,498)
(5,155)
(4,082)
(5,570)
(11,091)
(3,771)
5,178
(4,894)
(0.12)
(0.20)
0.06
(0.51)
(0.28)
(0.24)
(0.10)
(0.16)

Leading into Dec 2019, the Software side of the business gained momentum in its efforts to diversify outside of food and into other customer categories. With the acquisition of Logo and the formation of the CTS business segment, March and June saw growth in 2020 consistent with pent up demand and expansion into new regions by utilizing cash via Company holdings.

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Starting Sept of 2020, cyclicality forces started to exert themselves through customer acquisition cycles, as well as fatigue and labor availability through the pandemic. Accordingly, the Company alerted the market to its change of perspective from monthly to yearly revenue growth/management. Cyclicality hit its bottom in March 2021, where we are now seeing operating revenue rise again for another growth cycle.

Across 8 quarters, there has been a concerted effort by the Company to reduce operational costs and improve gross margins. There have been outlier legal and regulatory costs consistent with settlements of legacy legal issues as well as transitioning the Company from the Australian Market to Canada.

Liquidity:

GSW’s cash position decreased by $ 16,024,476 or 69% to $7,276,107 during the year ended June 30, 2021 as compared to June 30, 2020, resulting largely from net cash used in operations.

GSW’s net cash position is $7,276,107 with no balances outstanding on the lines of credit.

For the year ended June 30, 2021, current liabilities decreased by $3,139,169 or 20% to $12,233,508. The decrease is primarily due to a reduction in trade and other payables as a result of the transition from retail to enterprise pricing, tighter terms and management, and lower use of external resources as a result of the cost optimization plan.

Net cash (outflow) from operating activities Net cash (outflow) from investing activities Net cash (outflow) from financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of the year	2021 2020*
	$ $ (14,578,111) (17,265,663) (1,016,132) (6,661,377) (33,479) (1,034,994) (15,627,722) (24,962,034) 23,300,58348,255,760 (396,754) 6,857
	7,276,10723,300,583

*Comparative figures will differ to previously issued financial statements due to the change in reporting currency.

The net cash outflows from operating activities were $14,578,111 for the year ended June 30, 2021, primarily from cash uses for operations from partially offset by interest received in 2020 due to higher account balance in capital saving account.

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The net cash used in investing activities during the year ended June 30, 2021, were $1,016,132 primarily as a result of expenditures for CTS plant and equipment.

The net cash used in financing activities in the year ended June 30, 2021, was $33,479 which is primarily the result of financing costs related to the LDA facility and the line of credit.

Capital Resources and Commitments:

In March 2020, GetSwift Limited entered into a put option agreement with LDA Capital LLC, a United States based private alternative investment group, which have agreed to provide the Corporation with up to US$45 million in committed equity capital over the next 36 months. Capital call elections by the Corporation are subject to the requirements and limitations of the terms of the share lending agreement. The purchase price of the Corporation's shares by LDA are based on certain criteria including GSW's daily trading volume and weighted average price during specified periods, as well as LDA entering into a share lending agreement with a holder of currently outstanding shares of the Corporation and the delivery of such shares to LDA.

In addition, the Corporation has agreed to issue up to 565,650 unlisted options to LDA Capital proportional to the amount subscribed by LDA Capital under the agreement. At the time of issue of shares to LDA Capital pursuant to a call notice, the Corporation will also issue that number of options equal to the proportion of the total options that the amount subscribed bears to the commitment amount. The unlisted options will have an exercise price equal to 125% of the issue price of the shares subscribed and have a 3-year expiry period.

The Corporation agreed to pay a commitment fee of 2% of the commitment amount (US$900,000) payable as to US$300,000 6 months after the date of agreement, with the balance payable after the closing price of a GetSwift Limited share on any trading day is equal to or greater than AU$0.75. The US$600,000 payment was made on May 7, 2020. The Corporation has also agreed to pay financing fees customary for facilities of this nature in respect of amounts drawn down under the agreement.

The LDA option is recognised as a financial instrument designated as fair value through the profit and loss to minimize any accounting mis-match from recognizing changes in value of one but not the other through the P&L. The fair value of the financial instrument is reassessed at the end of each reporting period.

Line of Credit:

Logo has entered into line of credit agreements enabling the Corporation to borrow funds up to 2.85 million euros through several lenders with terms expiring through May 2022 and interest rates based upon 1 to 6 month EURIBOR plus 2.2% to 2.7%. The line of credit may be drawn at any time and may be terminated

by the bank without notice. At June 30, 2021 there was a $482,342 outstanding balance on any of these line of credits (2020: $564,265).

Reverse Takeover Transaction: Australian Scheme of Arrangement

The scheme of arrangement in Australia between the Corporation and with GetSwift Limited was treated as a reverse takeover for accounting purposes based on its terms. In accordance with the guidelines of IFRS 3, the acquisition does not meet the definition of a business for accounting purposes. Therefore, the reverse takeover does not constitute a business combination but a capital transaction with GetSwift Limited, being the continuing entity from an accounting perspective.

The reverse takeover transaction has been accounted for in the consolidated condensed interim financial statements as a continuation of the financial statements of GetSwift Limited, include the comparative period information. Prior to the Arrangement, the Corporation had one preferred share outstanding for $10, which was redeemed in connection with the Arrangement.

Other Commitments:

GSW leases various offices under non-cancellable operating leases expiring within 2 and 32 months. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. GSW also has several equipment leases which extend out not more than 54 months. Lease commitments are detailed below.

Contractual Obligations as June 30, 2021

Americas EMEA	Payments Due By Period Total < 1 year 1-3 years 4-5 years > 5 years 92,508 92,508 857,106 309,922 364,586 182,598
	949,614 402,430 364,586 182,598 -

Working Capital:

Net working capital for GSW is $4,860,961 as of June 30, 2021, with inventories of $1,860,062 entirely in the CTS business. Due to the nature of the business, GSW is not required to maintain signifcant levels of inventory to meet customers demands. GSW does not have extended payment terms.

Contingent Liabilities:

Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018

On February 20, 2018, Squire Patton Boggs commenced an open class representative proceeding in the Federal Court of Australia against GetSwift Limited and Mr Joel Macdonald (the Perera Proceeding). Subsequently, two more open class actions were commenced against GetSwift Limited 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 Bane Hunter as a defendant.

On May 23, 2018, the Federal Court of Australia ordered that only 1 of the 3 competing class actions filed against GetSwift Limited could continue (the Webb Proceeding). The decision was appealed and upheld by the Full Court of the Federal Court of Australia. The (Perera) 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 final and only the Webb Proceeding continues against GetSwift Limited and Mr Macdonald.

The Webb Proceeding is filed on behalf of persons who acquired an interest in fully paid GetSwift Limited 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.

The Webb Proceeding alleges that GetSwift Limited 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 Australian Stock Exchange (“ASX”), including in relation to 16 client contracts.

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

The claim seeks declarations of contraventions against GetSwift Limited and Mr Macdonald as well as compensation for loss suffered. The claim alleges that the contravening conduct caused the market price for GetSwift 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.

At a case management hearing on April 21, 2021, the Webb proceeding was set down for trial on 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, GetSwift Ltd, Mr Macdonald and GetSwift Technologies Limited, without any admission of liability. The settlement agreement was conditional upon the parties entering into a comprehensive deed of settlement.

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 GSW is the aggregate amount derived from the following settlement formula, with each component amount (each, a “settlement payment”), if payable, to be paid at or by the dates and times set out below. Since the deed was executed after June 30, 2021 but identified prior to the filing, GSW has accrued for the payment for AU$1.5m. Subsequently, AU$500k was paid on September 7, 2021.A first settlement payment of AU$1.5m, to be paid in instalments as follows:

a. AU$500,000 within 7 days of the date of execution of the 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 Deed of Settlement (“Fundraising Term”), settlement payments equalling 8% of any funds raised by GSW by way of capital raising, with each such amount to be paid within 6 weeks of the amount being collected by GSW.
During the Fundraising Term, GSW is required to raise capital equivalent to 10% to 20% of its preraising market capitalisation 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 capitalisation remains at the level in 3.a.i – iii (as applicable) on average for 4 weeks following the date it first hit that market capitalisation.

In any of the three 12-month periods comprising the Fundraising Term, if no funds are raised by capital raising:
a. the respondents and/or GSW will be required to make a settlement payment equal to 5% of the GSW group’s revenue from contracts with customers (“revenue”) during the 12-month period ending on the most recent quarterly reporting date prior to the conclusion of the relevant 12month period (“revenue percentage”) within 4 weeks of expiry of the period; however;if 4(a) applies in respect of the first year of the Fundraising Term, the required settlement payment under 4(a) will be not be payable until the conclusion of the second year of the Fundraising Term.
Subject to clause 6 below, during any of the three 12-month periods comprising the Fundraising Term, for any capital raising undertaken by GSW where the amount of funds raised is less than 20% of GSW’s pre-raising market capitalisation, then:

a. the Respondents and/or GSW will be required to make a settlement payment calculated on the same revenue percentage basis as clause 4 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 GSW’s market capitalisation; such that (by way of example);
if the capital raising is 10% of GSW’s market capitalisation, the revenue percentage payable is 2.5%; whereas
if the capital raising is 15% of GSW’s market capitalisation, the revenue percentage payable is 1.25%.

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If GSW 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. For instance, if:

a. GSW conducted two capital raisings during a single 12-month period for amounts of 5%

and 10% of GSW’s market capitalisation at the relevant times;

b. GSW’s market capitalisation was CAD200m at the time of the first capital raising and CAD250m at the time of the second capital raising;

c. this resulted in raisings of CAD10m and CAD25m respectively;

d. the weighted average revenue payment would be calculated premised on the extent to which CAD35m (the combined amount raised) fell short of being 20% of CAD225m (the weighted average market capitalisation); and

e. the relevant percentage per (d) would be about 15.5%, such that the revenue percentage payment for that 12-month period would be a single payment of about 1.11% of annual revenue.

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.

GSW has accrued AU$1.5m as of June 30, 2021, which is management’s best estimate of the amount to be paid under the proposed settlement deed during the first year of the Fundraising Term. Subsequent to year end, the Company placed AU$500,000 into escrow with its external legal counsel in relation to the proposed settlement.

On August 19, 2021 the Federal Court of Australia made orders that the trial, and all relevant orders programming the proceeding to trial, be vacated.

The parties will undergo the settlement approval process pursuant to the Federal Court of Australia Act 1976 (Cth). The first case management hearing in the court approval process is now listed for October 18, 2021.

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 in the Federal Court of Australia against GetSwift Limited, Mr Joel Macdonald and Mr Bane Hunter and on March 15, 2019 amended its claim to include former GetSwift Limited Director and Corporate Counsel, Mr Brett Eagle, as an additional defendant.

The proceedings brought by ASIC allege that GetSwift Limited 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 GetSwift Limited’s continuous disclosure contraventions,

engaged in misleading and deceptive conduct and failed to exercise their powers and discharge their duties as directors of GetSwift Limited with the required degree of care and diligence (by failing to take all reasonable steps to mitigate the risk of GetSwift Limited engaging in misleading conduct or not disclosing material information).

ASIC is seeking declarations of contraventions against GetSwift Limited and each of Mr Macdonald, Mr Hunter and Mr Eagle as well as orders disqualifying each of Mr Macdonald and Mr Hunter from managing corporations for a period of time to be determined. Further, ASIC seeks pecuniary penalties against GetSwift 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”.

The initial trial on liability was conducted between June 15, 2020 and September 30, 2020, including a number of adjournments. At trial, all defendants vigorously defended the proceeding. The presiding Judge reserved judgment at the conclusion of the trial. GetSwift Limited is waiting for the decision. Once issued, the judgment will deal with the question of whether the alleged contraventions occurred. If the defendants are found liable in respect of any of the alleged contraventions, a separate hearing will occur 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.

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 these accounts. 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.

John Wilson v GetSwift Limited

Former employee John Wilson brought suit against the Corporation in the United states District Court for the Northern District of Georgia, Atlanta division. In the complaint, Wilson alleges claims for breach of contract related to his former employment by the GetSwift Inc. More specifically, 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 these accounts. 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.

Undertaking and Indemnity Regarding Australian Civil Proceedings

For information regarding undertakings delivered by the Corporation to the Federal Court of Australia in respect of the Webb Proceeding and the ASIC proceeding, see “Contingent Liabilities” .

Related Party Transactions:

Material Subsidiaries

The Corporation’s subsidiaries on June 30, 2021, are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares, and the proportion of ownership interests held equals the voting rights held by the Corporation. Other than GetSwift Limited, which is a wholly-owned subsidiary of the Corporation, the Corporation’s ownership of the ordinary shares listed below is held indirectly through its ownership of GSW Limited. The country of incorporation or registration is also their principal place of business.

	Place of
	business/country	Functional	Ownership interest held by the		Ownership interest held by
Name of entity	of incorporation	currency	group		non-controlling interests
			2021	2020*	2021	2020
			%	%	%	%
GetSwift Limited	Australia	AUD	100	-	-	-
Get Swift Logistics Pty Ltd	Australia	AUD	100	100	-	-
GetSwift, Inc.	United States	USD	100	100	-	-
GetSwift DOO	Serbia	RSD	100	100	-	-
Marketplace connect Pty Ltd	Australia	AUD	100	100	-	-
Liquorun Pty Ltd	Australia	AUD	100	100	-	-
Distributed Logistics Pty Ltd	Australia	AUD	100	100	-	-
Logo **	Serbia	RSD	60	60	40	40

*2020 does not reflect GetSwift Technologies Limited

** the non-controlling interests hold 40% of the voting rights of Logo

Foreign Currency Exposure:

GSW undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. GSW is primarily exposed to changes in US Dollars, Australian Dollars Serbia Dinar, and Euro. The majority of GSW financial assets and financial liabilities are primarily denominated in US dollars and Serbian Dinar and occur in subsidiaries with the US dollar and Serbia Dinar as the functional currency. Additionally, in accordance with IFRS requirements, certain longterm, inter-entity transactions of GSW are subject to foreign exchange rate fluctuations.

GSW reports its financial statements in US Dollars. The presentation currency has been changed since the prior quarter to US dollars from Australian dollars. Equity transactions have been translated at historical rates.

Off-Balance Sheet Arrangements:

GSW has not entered into off-balance sheet financing arrangements.

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Fourth Quarter:

The quarter ending June 30, 2021 saw a 68% improvement in revenue from customer contracts over the prior quarter, coincided with a 28% reduction in operating costs.

Both the CTS and TSS businesses saw strong revenue in the quarter. The CTS business segment continues to have strong revenue growth driven by SaaS software needs in the market due to the ongoing impact of the COVID-19 pandemic. In addition, there has been strong global investment in the connectivity and infrastructure industries, driving solid sales for the TSS business segment.

These sales are driving strong cash for the business, but fixed costs associated with corporate, financial, regulatory and oversight are still a drag on EBITDA, profitability, and cash flow.

Availability of workforce continued to be a challenge in the quarter due to the pandemic, including both employee turnover and remote working arrangements resulting in less effective collaboration in the businesses.

Critical Accounting Estimates:

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors,

including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.

We provide an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.

Significant estimates and judgements

The information about significant areas of estimation uncertainty considered by management in preparing the consolidated financial statements is as follows:

Recognition of revenue
Allowance for expected credit losses
Provision for impairment of inventories
Estimation of useful life of assets
Goodwill
Impairment of non-financial assets other than goodwill
Incremental borrowing rate
Business combinations

Revenue from contracts with customers involving sale of services
Leases
Warranty provision
Income tax

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Corporation based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Corporation operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Corporation unfavorably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

Allowance for expected credit losses

The allowance for expected credit losses assessment is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact of the Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected credit losses is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

Estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Goodwill

The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill assets have suffered any impairment. The recoverable amounts of cashgenerating units have been determined based on value-in-use calculations. These calculations require

the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

Impairment of non-financial assets other than goodwill

The consolidated entity assesses impairment of non-financial assets other than goodwill at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-ofuse asset, with similar terms, security and economic environment.

Employee benefits provision

The liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Business combinations

Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported.

The information about areas of significant judgements made by management in preparing the consolidated financial statements is as follows:

Revenue from contracts with customers involving sale of services

When recognising revenue in relation to the sale of services to customers, judgement is necessary to determine the key performance obligation of the consolidated entity is considered to be completed over time, as the customer is deemed to receive the benefits of the service provided over time. The Corporation also applies significant judgement to determine the estimated hours to completion which affect the timing of revenue recognized for services provided.

Leases

The application of IFRS 16 requires the Corporation to make judgements that affect the measurement of lease liabilities and right-of-use assets. These include: determining contracts in scope of IFRS 16, determining the contract tem and determining the interest rate used for discounting of future cash flows.

Warranty provision

In determining the level of provision required for warranties the consolidated entity has made judgements in respect of the expected performance of the products, the number of customers who will actually claim under the warranty and how often, and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data associated with similar products and services.

Income tax

The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Share Capital:

As of the date of this MD&A, there are 30,764,181 Common Shares issued and outstanding.

Reporting Issuers with Significant Equity Investees:

The Corporation has a 40% non-controlling interest due to Logo. The non-controlling share of the comprehensive loss for the period was $57,450. The non-controlling interest in the equity of GetSwift Limited on June 30, 2021, was $4,281,544.

Risks and Uncertainties:

The Corporation’s risk management is predominantly controlled by the Board. The Board monitors the Corporation's financial risk management policies and exposures and approves substantial financial transactions. It also reviews the effectiveness of internal controls relating to market risk, credit risk and liquidity risk. Shareholders should carefully evaluate the risk factors associated with the Corporation’s securities described in this MD&A.

The risks and uncertainties described herein are not the only ones that the Corporation faces. Additional risks and uncertainties, including those that the Corporation does not know about now or that it currently deems immaterial, may also adversely affect the Corporation’s business. If any of the following risks actually occur, the Corporation’s business may be harmed, and its financial condition, results of operations and prospects may suffer significantly. If any such risks actually occur, shareholders of the Corporation could lose all or part of their investment.

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Financial Projections May Prove Materially Inaccurate or Incorrect

The Corporation's financial estimates, projections, financial outlook 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 inquire of the Corporation and 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 "ForwardLooking Statements".

Undertaking and Indemnity Regarding Australian Civil Proceedings

In response to the objections raised by counsel representing ASIC and the plaintiff in the Webb Proceeding, the Corporation delivered an undertaking to the Federal Court of Australia (the “Court”) pursuant to which the Corporation will (i) not take any steps to wind up GetSwift Limited, (ii) indemnify GetSwift Limited in respect of any pecuniary penalties or other monetary liabilities that are ultimately ordered against GetSwift Limited in any adverse judgment in either the Webb Proceeding or the ASIC proceeding, including any order against GetSwift Limited pursuant to section 91 of the Australian ASIC Act, and (iii) submit to the jurisdiction of the Court in respect of the undertaking. The Corporation executed a deed poll (the “Undertaking Deed Poll”), under which the Corporation has covenanted to provide GetSwift Limited with sufficient funds to discharge its liabilities to the extent that GetSwift Limited 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, GetSwift Limited provided an undertaking to the Court, Mr. Raffaele Webb and ASIC, pursuant to which GetSwift Limited undertakes to take all reasonable and practicable steps to enforce GetSwift Limited’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 GetSwift Limited, 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 GetSwift Limited’s obligations under such judgement(s). See also “Contingent Liabilities” .

Going-Concern Risk

The Corporation’s financial statements have been 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 Corporation’s annual financial statements for the year ended June 30, 2021, the Corporation incurred a loss of $23,522,483 (2020: $20,985,498), and had net cash outflows from operating activities of $14,578,111 (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:

the Corporation has working capital of $4,860,961 as at June 30, 2021; and
the Corporation implemented a cost optimization plan in March 2020 to reduce operating cash requirements. The plan 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 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 financial report.

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 Corporations share price and trading volume, and it 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 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 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 from the time of this MD&A, the Corporation will pursue further cost optimization initiatives in order to ensure adequate funding in the short term.

The annual financial statements of the Corporation for the 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. These adjustments could be material.

Effect of a Change of Control on GSW Material Contracts

It is possible that material contracts to which GSW is a party may be subject to review or termination upon a change of control. While GSW is not aware of any counterparty which may wish to terminate a material contract, should any such contracts be terminated, GSW will lose the benefit of the contract as well as subsequent usage or subscription revenue associated with that contract depending on the services rendered.

Key Personnel

GSW’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.

Negative Cash Flow

The Corporation 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. Refer to the Going Concern section regarding actions that are being taken to reduce costs and ensure adequate.

Clients may Terminate Accounts

Clients may terminate their relationship with GSW at any time, subject to the terms of the contractual agreement between GSW and such clients. In addition, clients may continue their contractual arrangement with GSW but cease use of the Corporation’s offerings (the “GetSwift Offering”). If a significant number of clients were to terminate their arrangements with GSW as permitted under the terms of the agreement with such clients, or if pay-per-use clients continue their arrangement with GSW 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.

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. GSW may incur significant losses in the future for a number of reasons and unforeseen expenses, difficulties, complications and delays, and other unknown events. If GSW is unable to achieve and sustain profitability, the market price of the Common Shares may significantly decrease

Additional Financing

The Operation of GSW’s facilities and business are capital intensive. In order to execute the anticipated growth strategy, GSW 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 GSW 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 GSW under a particular capital call will be a function of the number of Shares that GSW can require LDA to subscribe for pursuant to such capital call. Such number of Shares will be limited to a maximum of ten (10) times the average daily number of Shares traded on NEO during 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 Shares being less than the Minimum Acceptable Price for a particular trading day, the number of 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.

GSW inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit GSW's growth and may have a material adverse effect upon future profitability.

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GSW 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 GSW to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Ongoing Regulatory and Litigation Proceedings

The ongoing proceedings could be material to GSW’s consolidated financial condition or results of operations or the consolidated financial condition or results of operations of GSW and could result in substantial costs and diversion of resources from GSW, 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 or its directors and officers, GSW’s results from operations and financial condition could be materially adversely affected. The civil litigation proceedings to which the Corporation is a party may result in onerous or unfavourable judgments 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 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 GSW’s business, results of operations, cash flows, or liquidity.

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.

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 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.

Dependence on Suppliers and Skilled Labor

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.

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 web-based 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 “Ongoing Regulatory and Litigation Proceedings".

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.

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 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.

No matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the Corporation, the results of those operations or the state of affairs of the Corporation or economic entity in subsequent financial periods.

Subsequent Events:

On July 13, 2021 a conditional settlement agreement was entered into between the applicant, GetSwift Limited, Mr Macdonald and the Corporation, without any admission of liability. The settlement agreement was conditional upon the parties entering into a comprehensive deed of settlement (see Contingent Liabilities:Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018 for further details).

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 is the aggregate amount derived from the settlement formula (see Contingent Liabilities:Raffaele Webb v GetSwift Limited & Anor NSD 580 of 2018 for further details).

Future Guidance:

As of the date of this MD&A, the Corporation expects to continue optimizing its operational and other costs for the rest of 2021 and expects revenues of $6M and $15M for the first and second quarters of fiscal year 2022, for an expected total of $21M for the second half of 2021.

Preliminary estimated financial results and financial outlook set forth above are subject to the completion of the Corporation’s financial closing procedures for the first quarter of fiscal 2022. This data has been prepared by management and is the responsibility of the Company’s management and audit committee. The Corporation’s independent auditors have not expressed an opinion or any other form of assurance with respect thereto. Such estimates are preliminary and subject to a number of risks and the Corporation’s actual results of operations, which could differ materially from these estimates.

The guidance included in this section is provided for the purpose of providing additional information regarding the cyclicality of the Corporation’s revenue and management’s current expectations with respect to revenue derived from contracts with customers in the short and medium term and may not be appropriate for any other purpose. The Corporation currently expects that its final results of operations and other data for the interim period ended September 30, 2021 will be consistent with the estimates set forth above, but such estimates are preliminary and the Corporation’s actual results of operations and other data could differ materially from these estimates due to the completion of its quarterly review procedures, final adjustments, and other developments that may arise between now and the time such unaudited consolidated financials statements for the three months ended September 30, 2021 are released and/or by the time the six month financial period ended December 31, 2021 is closed out.

Readers are cautioned that such FLI and financial outlook is based on management’s current expectations in light of existing market conditions and that such statements are subject to a number of risks and assumptions described above, including as set out under “Forward-Looking Information”, and in the risk factors set forth in this MD&A and the Corporation’s AIF dated October 15, 2021. Readers are cautioned that such FLI and future-oriented financial information is based on management’s current expectations in light of existing market conditions and that such statements are subject to a number of risks described in the risk factors set forth in this MD&A and the Corporation’s AIF dated October 15, 2021.

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GetSwift Technologies Limited — Management Reports 2021

47973_rns_2021-10-15_13a9644f-1494-4074-8fde-5068f372eabe.pdf