TSX-V: HIRE Management's Discussion & Analysis

For the Three and Six Months Ended June 30, 2021

Introduction	1
Company Overview	2
Acquisitions & Investments	2
Description of Business	3
General	3
Acquisition Strategy	4
Acquisition Consideration & Integration	5
Recruitment & Staffing Operations	5
SaaS Products	6
Overall Performance and Non-IFRS Financial Measures	7
Selected Quarterly Information	11
Income Statement Data	11
Balance Sheet Data	11
Discussion of Operations	12
Revenue	12
Cost of Services	13
Gross Margin	13
Operating Expenses	13
Realized and Unrealized Gains & Losses	14

Summary of Quarterly Results	15
Liquidity & Capital Resources	16
Off-Balance Sheet Arrangements	17
Related Party Transactions	17
Changes in Accounting Policies	18
Critical Accounting Estimates	18
Risks Arising from Financial Instruments	19
Interest Rate Risk	19
Credit Risk	19
Liquidity Risk	20
Market Risk	20
Disclosure of Outstanding Share Data	20
Risks & Uncertainties	21
Cautionary Note Regarding
Forward-Looking Statements	28
Events After Quarter-End	29

The Management's Discussion and Analysis ("MD&A") provides a review of the financial condition and results of operations of HIRE Technologies Inc. (the "Company" or "HIRE Technologies") for the three and six months ended June 30, 2021, and should be read in conjunction with the Company's annual audited consolidated financial statements for the years ended December 31, 2020, and December 31, 2019 and unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2021. The Company's financial statements and financial information contained in this MD&A, unless otherwise noted, are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee. This MD&A has an effective date of August 25, 2021 (the "MD&A Date"). All dollar amounts in this MD&A are reported in Canadian dollars unless otherwise stated.

The unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2021 have been prepared on a going concern basis under the historical cost convention, except for certain financial instruments, which are recorded at fair value. The going concern basis assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company's ability to continue as a going concern is dependent upon the achievement of a profitable level of operations and may require the Company to raise additional funds. Although the Company has previously been successful in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. Furthermore, the outbreak of the novel strain of coronavirus specifically identified as COVID-19 was declared a pandemic by the World Health Organization and is ongoing. This situation continues to be dynamic and ultimate duration and magnitude of the impact on the economy and on the Company's ability to achieve revenue growth organically, or through the completion of acquisitions as has been done previously, is unknown. These conditions result in material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. The Company's unaudited condensed consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments would be material.

This Interim MD&A contains forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" for further information.

Further information about the Company and its operations can be obtained from the offices of the Company or on SEDAR at www.sedar.com.

HIRE Technologies was incorporated on January 10, 2018 under the Business Corporations Act (British Columbia) as "Danacore Industries Inc." On December 19, 2019, the Company completed its "Qualifying Transaction", within the meaning of TSX Venture Exchange ("TSXV") Policy 2.4 and, in connection therewith changed its name to "Bay Talent Group Inc." On April 21, 2020 the Company changed its name to "HIRE Technologies Inc." The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Company's head office is located at Suite 400, 55 Adelaide Street East, Toronto, Canada, M5C 1K6 and its registered office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, Canada.

HIRE Technologies, through its direct and indirect wholly owned subsidiaries including PTC Accounting and Finance Inc. ("PTC"), ProVision IT Resources Ltd. ("ProVision"), The Headhunters Recruitment Inc. ("The Headhunters"), 2449983 Ontario Inc. ("The Kavin Group"), Taylor Ryan Inc. ("Taylor Ryan"), and BTG Holdco Inc. ("BTG Holdco" and with PTC, ProVision, The Headhunters, and Taylor Ryan, the "Subsidiaries") provides human resources services, which are comprised of recurring contract staffing services, on-occurrence permanent placement services, and a software-as-aservice ("SaaS") performance management tool.

Acquisitions & Investments

Pulsify is a SaaS manager augmentation tool that uses analytics, including the Net Manager ScoreTM, to guide people leaders through a personalized and automated process of realtime feedback, meetings, surveys, performance management, and an objectives and key results goal-setting framework. On April 1, 2021, BTG Holdco acquired substantially all of the assets and certain liabilities of Pulsify, Inc. for \$1,791,856 in common shares of the Company and additional common share consideration contingent on the achievement of revenue growth targets over a three-year period up to a maximum of US\$1,500,000 subject to TSXV approval.

Description of Business

General

HIRE Technologies is investing in and shaping the future of human resource management with a technology-first focus, by consolidating and modernizing the staffing marketplace. The Company owns and operates staffing firms as well as platform technology that it uses to help those firms become more technologically advanced. The Company is a disciplined capital allocator due to its technology DNA and extensive experience in building and growing staffing companies of all types. HIRE Technologies has a large recurring revenue base and helps our clients manage change in the workplace in order to achieve success.

HIRE Technologies has assembled an accomplished management team with a track record of successfully completing acquisitions and growing profitable businesses. The Company creates value through acquisitions, cross-selling synergies, and the improvement of operating subsidiary profitability through cost savings achieved through back-office infrastructure consolidation.

Management anticipates that acquired businesses will largely continue to operate independently and be held as direct or indirect subsidiaries of the Company. HIRE Technologies has acquired six businesses as at June 30, 2021: PTC, ProVision, The Headhunters, The Kavin Group, Taylor Ryan, and Pulsify.

As previously stated, a key component of the Company's business strategy is to leverage economies of scale by consolidating back-office operations. As such, HIRE Technologies provides its subsidiaries with financial, strategy, technology, marketing, and administrative support.

Acquisition Strategy

Acquire and invest in staffing, HR consulting and technology assets

Integrate the companies into the business model

Optimize and maximize operational efficiencies for individual firms

Scale through a network of human capital across different geographies and specialties

At the core of the Company's strategy is acquisition execution. In assessing the suitability of target operating businesses and assets, the Company considers numerous operational and strategic factors which may include the following:

Geography: The Company currently has staffing and recruitment operations in jurisdictions throughout Canada including Vancouver, Edmonton, Winnipeg, and Toronto, with additional staff located in Dover, New Hampshire and Boston, Massachusetts. The Company's current acquisition pipeline includes businesses in Canada and the United States. When selecting targets, the Company evaluates the value of market entry and the complementary nature of the target's operations with those of the Company's subsidiaries operating in the same region.

Vertical Integration: The Company serves a diverse range of industries through its Subsidiaries, including information technology, financial services, real estate and construction, government, waste management, heath care, engineering, and manufacturing. Given the cyclical nature of some industries and the growth potential of others, the Company has identified several target businesses specializing in projected growth sectors and/or sectors that complement its existing business.

Management & Operations: Management is an integral part of the staffing business, and its strength is a crucial factor in acquisition decisions. The Company seeks businesses with a strong

management team. Due to the low regulatory and capital barriers to entry in the staffing and recruitment industry, management's ability to retain staff and clients is critical. The Company evaluates the management and operations of target businesses based on many factors including its brand reputation, existing client list, industry expertise, historical staff turnover, revenue growth, expense management, financial performance, innovativeness, and sector specialization. Acquisitions have historically included, and are expected to continue to include, a deferred compensation component that is intended to ensure continued engagement of the target management with the acquired business post-transaction.

Financial Performance: The Company will focus on accretive staffing and recruiting industry acquisitions that demonstrate a positive EBITDA with a history of financial performance and resiliency to macroeconomic factors.

Growth: The Company structures long-term performance-based incentives for key individuals to maintain and accelerate organic growth.

Synergies: The Company searches for acquisition targets that present potential synergistic benefits. Synergies potentially include expenses such as finance, shared office space, marketing, IT, and infrastructure support, integration of customer relationship management software, training, human resources, and consolidation of contract administration.

Q2 2021 / MD&A

Technology: The Company evaluates technology and other assets for acquisition that complement existing business offerings. In addition to the factors mentioned previously, the Company's acquisition strategy for SaaS products considers: the solution's uniqueness and the benefits it provides, the solution's marketability to and potential benefits for client businesses, stage of development and continuation of development teams, and intellectual property matters. Such technology acquisitions, may diversify product offerings, streamline operations and provide additional client value.

Acquisition Consideration & Integration

The Company's acquisition model includes paying for acquisitions with a combination of cash, shares and future consideration. Acquisitions may also be structured to accommodate the vendor's continued involvement and retention of individuals key to the success and viability of the acquired firm. HIRE Technologies' business model is designed to appeal to owners seeking to leverage the benefits of a partnership with HIRE Technologies to grow their current operations, both organically and through acquisition. The structure of the Company's acquisitions, including the proportion of cash and shares as consideration, is subject to deal-specific factors including business, legal and taxation advice, and is reviewed and approved by the Company's Board of Directors.

HIRE Technologies intends to maintain the brand value created by vendors by retaining the identity, specialization, and other success factors of the target firm within its market. The Company proposes to reduce operating expenses of target businesses by adding operating efficiencies and integrating back-end processes across subsidiary operations, while also providing target businesses with additional opportunities for growth through vertical integration, broader geographic coverage, and technological solutions.

Recruitment & Staffing Operations

HIRE Technologies provides recruitment and staffing services through its five operating subsidiaries: PTC, ProVision, The Headhunters, The Kavin Group, and Taylor Ryan.

PTC and ProVision work on a contingency-based fee structure and specialize in both on-occurrence permanent placement and recurring contract placement. The experienced teams at PTC and ProVision use a complement of traditional recruitment methods and technology-driven search approaches. PTC and ProVision also provide clients and candidates with market intelligence, insight into technology trends, salary surveys, and broader career counselling.

The Headhunters perform permanent searches on contingency and retainer fee structures. Clients choose The Headhunters because of its Talent Sourcing Team which uncovers passive and hardto-find candidates using cutting-edge sourcing techniques as well as its focus on finding the right fit through its Workstyle & Performance Profile behavioural assessment tool.

The Kavin Group provides full-time, part-time, and temporary staffing solutions in the light-industrial, waste management, and health care sectors. Core to the operations are bespoke staffing programs designed for each client with The Kavin Group overseeing all aspects of the recruitment cycle from sourcing through to on-location support once staff are deployed. The Kavin Group derives its revenues from continency fees.

Taylor Ryan provides executive search services to clients in the construction and real estate industries nationally. Specialized HR consulting services are also provided. Engagements are performed on a retainer fee or contingency fee basis.

SaaS Products

Pulsify is a web-based people management application designed around data analytics, meeting facilitation, immediate feedback and predictive insights. It is a simple and scalable tool designed for managers requiring no upfront configuration and implementation steps. The product is available at pulsifyapp.com in trial and paid annual subscription versions.

and eNPS surveys

Overall Performance and Non-IFRS Financial Measures

Management analyzes the Company's financial information from different perspectives including revenue, gross profit, net income (loss), adjusted net income (loss), EBITDA, and adjusted EBITDA.

EBITDA and adjusted EBITDA are non-IFRS financial measures that do not have standardized meanings prescribed by IFRS. EBITDA is defined as net income (loss) adjusted to exclude interest, taxes, depreciation, and amortization. It provides management with insight into HIRE Technologies' operating performance without the impact of significant accounting policies related to depreciation and amortization, financing, and taxes. Adjusted EBITDA is defined as EBITDA, excluding restructuring and other non-operating items, realized gains or losses on derivative financial instruments, other unrealized fair value through profit or loss

mark-to-market gains or losses, earnout payments treated as future contingent remuneration from acquisitions, and share based compensation expenses. Adjusted EBITDA also includes rent payments, which are not accounted for in EBITDA following the adoption of IFRS 16 Leases. Management believes that EBITDA and adjusted EBITDA are useful measures in evaluating the performance of the Company.

Adjusted net income (loss) is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS. The Company defines adjusted net income (loss) as net income (loss) excluding restructuring and other non-operating items, realized gains or losses on derivative financial instruments, other unrealized fair value through profit or loss mark-to-market gains or losses, earn-out payments treated as future contingent remuneration from acquisitions, and share based compensation expenses. Management believes that adjusted net income (loss) is a meaningful metric in assessing the Company's financial performance.

Period ended	3 months ended June 30, 2021	3 months ended June 30, 2020	6 months ended June 30, 2021	6 months ended June 30, 2020
	\$	\$	\$	\$
NET INCOME (LOSS)
FOR THE PERIOD	(463,530)	(1,066,548)	1,783,940	(1,811,513)
Interest expense	136,627	7,667	209,925	24,226
Amortization	165,991	22,650	290,203	45,300
Depreciation	34,442	36,602	67,733	106,055
Tax	55,759	(6,675)	167,030	(11,335)
EBITDA (LOSS)	(70,711)	(1,006,304)	2,518,831	(1,647,267)
Add:
Restructuring & non-operating items	323,128	783,611	620,186	1,501,142
Realized (gain) loss on convertible
debenture derivatives	(2,354)	–	(423,815)	–
Net unrealized (gain) loss on
mark-to-market	(924,712)	–	(3,495,374)	–
Future contingent remuneration
from acquisitions	100,534	–	201,067	–
Share based consideration	9,882	–	92,838	–
Rent expense	(27,812)	(26,548)	(55,624)	(53,096)
ADJUSTED EBITDA (LOSS)	(592,045)	(249,241)	(541,891)	(199,221)
Adjusted EBITDA (loss) as a %
of revenue	(9.3%)	(9.6%)	(4.6%)	(3.6%)

Net loss for the three months ended June 30, 2021 was \$463,530 (net loss of \$1,066,548 – June 30, 2020). This improved bottom line performance was attributable to another record quarter of revenue at \$6,385,990 for the three months ended June 30, 2021, higher by 146% or \$3,788,498 over the same period last year (\$2,597,492 – June 30, 2020). Gross margin followed a similar trajectory, with the Company posting \$2,455,817 for the second quarter, up 348% or \$1,907,537 as the impact of our acquisitions in 2020 work their way into our results.

For the quarter ended June 30, 2021, operating expenses were \$3,790,654 or 59% on a percentage of revenue basis versus \$1,621,503 or 62% on a percentage of revenue basis for the comparable quarter in 2020. Selling, general, and administrative expenses of \$3,488,036 were 55% on a percentage of revenue basis which was 6 points lower than 61% using the same metric for the quarter ended June 30, 2020 (\$1,591,186 – June 30, 2020). This improvement in selling, general, and administrative spend is the outcome of the comprehensive reorganization carried out in 2020, with significant

synergies being realized as the Company scales its operations through acquisitions. Tempering the improved spend was higher amortization of intangible assets of \$165,991 (\$22,650 – June 30, 2020) and \$136,627 in interest expense (\$7,667 – June 30, 2020), outcomes of our acquisitions and related financings.

EBITDA loss for the three months ended June 30, 2021 was \$70,711 (EBITDA loss of \$1,006,304 – June 30, 2020). Excluding \$2,354 in realized gains on convertible debenture derivatives, \$924,712 in net unrealized mark-to-market gains, of which included a mark-tomarket loss of \$242,240 recognized on the investment in Atlas ID Systems Inc. ("Atlas ID"), which was a result of Atlas ID providing notice that it would cease operations on May 14, 2021, a decision driven by government initiatives impacting the commercial viability of its products and services, \$323,128 in non-operating items composed of professional fees from transactions and one-time non-recurring items, \$100,534 in future contingent remuneration from acquisitions, and \$9,882 in share based compensation expenses, adjusted EBITDA was a loss of \$592,045 (Adjusted EBITDA loss of \$249,241 – June 30, 2020).

Significant additions in shared services staff in areas such as data science, financial reporting, and marketing to support the Company's ongoing acquisition activities (2 points on a percentage of revenue basis) (See the "Events After Quarter-End" section of this MD&A) and a competitive recurring contract market resulting in higher revenue albeit at lower margins (3 points on a percentage of revenue basis) were the primary factors contributing to the year-over-year variance in Adjusted EBITDA.

Net income for the six months ended June 30, 2021 was \$1,783,940 (net loss of \$1,811,513 – June 30, 2020). Driving this result was revenue of \$11,876,319, \$6,376,041 or 116% higher than the same period in 2020 and exceeding full year 2020 revenue for the year ended December 31, 2020, \$3,495,374 in net unrealized mark-to-market gains, and \$423,815 in realized gains on convertible debenture derivatives. Gross margin of \$4,783,220 was \$3,544,203 higher than the prior year and 18 points higher than the prior year on a percentage of revenue basis at 40% (23% – June 30, 2020). Working in the Company's favour was higher on-occurrence permanent placement business relative to recurring contracts of 29% as a percentage of staffing revenue for the six months ended June 30, 20201 (6% – June 30, 2020) and improving on-occurrence permanent hiring market conditions.

Total operating expenses were \$6,751,439 for the six months ended June 30, 2021 (\$3,061,865 – June 30, 2020), essentially flat on a percentage of revenue basis at 57% for the period ended June 30, 2021 (56% – June 30, 2020). Selling, general, and administrative expenses of

\$6,251,311 or 53% on a percentage of revenue basis were in line with the prior year indication of 54% (\$2,992,339 – June 30, 2020). Similar to the results in the quarter, higher amortization of intangible assets of \$290,203 (\$45,300 – June 30, 2020) was attributable to our acquisition activity in the second half of 2020 while higher interest expense of \$209,925 (\$24,226 – June 30, 2020) was related to convertible debenture financing which closed in the third quarter of 2020.

EBITDA for the six months ended June 30, 2021 was \$2,518,831 (EBITDA loss of \$1,647,267 – June 30, 2020). Excluding \$423,815 in realized gains on convertible debenture derivatives, \$3,495,374 in net unrealized mark-to-market gains, of which included a mark-tomarket loss of \$254,640 recognized on the investment in Atlas ID, which was a result of Atlas ID providing notice that it would cease operations on May 14, 2021, a decision driven by government initiatives impacting the commercial viability of its products and services, \$620,186 in non-operating items consisting of professional fees from transactions and one-time non-recurring items, \$201,067 in future contingent remuneration from acquisitions, and \$92,838 in share based compensation expenses, adjusted EBITDA was a loss of \$541,891 (Adjusted EBITDA loss of \$199,221– June 30, 2020). The Company's investment in shared services staff to support the Company's expansion efforts (2 points on a percentage of revenue basis) (See the "Events After Quarter-End" section of this MD&A) and tightening margins in the recurring contract market across all sectors (2 points on a percentage of revenue basis) tempered what was another successful quarter of top and bottom line operational performance for the Company.

Adjusted net loss removes restructuring & non-operating items, realized gains or losses on derivatives, other unrealized fair value through profit or loss mark-to-market gains or losses, earn-out payments treated as future contingent remuneration from acquisitions, and share based compensation expenses. The reconciliation of net loss to adjusted net loss, and the resulting adjusted net loss per share, is presented below.

Period ended	3 months ended June 30, 2021	3 months ended June 30, 2020	6 months ended June 30, 2021	6 months ended June 30, 2020
	\$	\$	\$	\$
NET INCOME (LOSS)
FOR THE PERIOD	(463,530)	(1,066,548)	1,783,940	(1,811,513)
Add:
Restructuring & other
non-operating items	323,128	783,611	620,186	1,501,142
Realized (gain) loss on convertible
debenture derivatives	(2,354)	–	(423,815)	–
Net unrealized (gain) loss on
mark-to-market	(924,712)	–	(3,495,374)	–
Future contingent remuneration
from acquisitions	100,534	–	201,067	–
Share based compensation expense	9,882	–	92,838	–
ADJUSTED NET INCOME (LOSS)	(957,052)	(282,937)	(1,221,158)	(310,371)
Basic adjusted net income (loss)
per share	(0.02)	(0.01)	(0.02)	(0.01)
Weighted number of shares	63,239,786	48,087,333	61,011,881	48,087,333

Adjusted net loss was \$957,052 or \$0.02 per share (adjusted net loss \$282,937 or \$0.01 per share loss – June 30, 2020) for the quarter ended June 30, 2021. This was the second consecutive quarter where our portfolio companies demonstrated bottom line profitability from operations in aggregate across the portfolio.

For the six months ended June 30, 2021 adjusted net loss was \$1,221,158 or \$0.02 per share (adjusted net loss of \$310,371 or \$0.01 per share loss – June 30, 2020). The incremental spend to build out the shared services centre tempered what was a record first half of the year where revenue exceeded the Company's full year revenue for 2020. With additional accretive transactions ready to close (See the "Events After Quarter-End" section of this MD&A), the Company has affirmed a path to earnings growth in the near term.

Selected Quarterly Information

Income Statement Data

Period ended	3 months ended June 30, 2021	3 months ended June 30, 2020	6 months ended June 30, 2021	6 months ended June 30, 2020
	\$	\$	\$	\$
Revenue	6,385,990	2,597,492	11,876,319	5,500,278
Cost of services	3,930,173	2,049,212	7,093,099	4,261,261
GROSS MARGIN	2,455,817	548,280	4,783,220	1,239,017
Gross margin (% of revenue)	38%	21%	40%	23%
Operating expenses:
Selling, general and administrative	3,488,036	1,591,186	6,251,311	2,992,339
Amortization of intangible assets	165,991	22,650	290,203	45,300
Interest expense	136,627	7,667	209,925	24,226
OPERATING EXPENSES	3,790,654	1,621,503	6,751,439	3,061,865
Loss from operations	(1,334,837)	(1,073,223)	(1,968,219)	(1,822,848)
Realized gain on convertible debenture derivatives	2,354	–	423,815	–
Net unrealized gains on mark-to-market	924,712	–	3,495,374	–
Income tax expense (recovery)	55,759	(6,675)	167,030	(11,335)
NET INCOME (LOSS)
FOR THE PERIOD	(463,530)	(1,066,548)	1,783,940	(1,811,513)
Basic earnings (loss) per share	(0.01)	(0.02)	0.03	(0.04)
Weighted number of shares	63,239,786	48,087,333	61,011,881	48,087,333
Fully diluted earnings (loss) per share	(0.02)	(0.02)	(0.03)	(0.04)
Weighted number of diluted shares	77,518,438	48,087,333	76,377,214	48,087,333

Balance Sheet Data

Period ended	June 30, 2021	December 31, 2020
	\$	\$
Total assets	16,068,719	13,199,456
Total liabilities	11,085,607	14,535,616
Shareholders' equity	4,983,112	(1,336,160)

Discussion of Operations

For the three months ended June 30, 2021 net loss was \$463,530 (net loss of \$1,066,548 – June 30, 2020) and net loss per share was \$0.01 (net loss per share of \$0.02 – June 30, 2020).

Net income for the six months ended June 30, 2021 was \$1,783,940 (net loss of \$1,811,513 – June 30, 2020) and net income per share was \$0.03 (net loss per share of \$0.04 – June 30, 2020).

Variance attribution by line item is detailed in the following sections.

Revenue

The following table shows the breakdown of revenues for the three and six months ended June 30:

Period ended	3 months ended June 30, 2021	3 months ended June 30, 2020	6 months ended June 30, 2021	6 months ended June 30, 2020
	\$	\$	\$	\$
Recurring contract	4,562,376	2,473,127	8,438,061	5,185,885
On-occurrence permanent placement	1,809,733	124,365	3,424,377	314,393
SaaS	13,881	–	13,881	–
TOTAL	6,385,990	2,597,492	11,876,319	5,500,278

Revenue was up 146% or \$3,788,498 for the quarter ended June 30, 2021 versus the same quarter in 2020. The Company's 2020 acquisitions added an incremental \$3,540,935 in top-line revenue, 52% of which being recurring contract revenue and 47% from clients in Western Canada. The second quarter saw strong hiring activity on both the recurring contract and on-occurrence permanent books with organic growth, comparing all operations relative to 2020 results, regardless of when they were acquired by the Company, at 44% versus the same quarter in 2020. \$13,881 in subscription revenue was recognized as part of client renewals and contract run-off at Pulsify for the quarter.

For the six months ended June 30, 2021, revenue was \$11,876,319, 116% or \$6,376,041 higher than June 30, 2020. Of note, this amount exceeded the \$11,398,314 reported for the full year ending December 31, 2020. Acquisitions completed in 2020 added \$6,591,612 in revenue with 51% of this revenue from recurring contracts. As indicated above, a strong hiring market is emerging with organic growth of 66% on our onoccurrence permanent book, 16% organic growth on our recurring contract book, and 24% organic growth overall.

Cost of Services

Cost of services, comprised of contractor wages, fees and taxes remitted, was \$3,930,173 for the quarter ended June 30, 2021 (\$2,049,212 – June 30, 2020). As a percentage of revenue, cost of services was 62%, 17 points better than 79% for the comparable quarter in 2020. The Company's rebalanced portfolio, a result of the acquisitions completed in 2020, is producing higher gross margins from proportionately higher on-occurrence permanent placement activity. The mix of on-occurrence permanent placement revenue relative to overall staffing revenue was 28% for the quarter, up significantly versus 5% in 2020. Of significance, cost of services as a percentage of revenue was 58% for the quarter ended March 31, 2021, 4 points lower than the current quarter. While strong recurring contract revenues are a positive indicator, contractor wages in the IT industry vertical in particular, where the Company is seeing unprecedented demand, have resulted in higher cost of services. The Company recognized Canada Emergency Wage Subsidy ("CEWS") grants as a reduction in cost of services in the amount of \$2,068 for the three months ended June 30, 2021.

Cost of services for the six months ended June 30, 2021 was \$7,093,099 (\$4,261,261 – June 30, 2020). On a percentage of revenue basis, cost of services was 60%, 17 points lower than 77% as reported for the six months ended June 30, 2020. The Company recognized CEWS grant income as a reduction in cost of services in the amount of \$56,563 for the six months ended June 30, 2021.

Gross Margin

While gross margin was improved and up by 17 points to 38% of revenue for the quarter ended June 30, 2021, (21% – June 30, 2020), gross margin as a percentage of revenue declined by 4 points quarter-over-quarter for 2021 (42% – March 31, 2021). Revenue and client order activity were higher than ever before in the IT recurring contract IT segment, however, escalating market compensation rates have squeezed margins as discussed above.

On a year-to-date basis, gross margin was \$4,783,220, \$3,544,203 better than the same period in 2020 (\$1,239,017 – June 30, 2020) and \$1,343,836 better than full year 2020 (\$3,439,384 – December 31, 2020). On a percentage of revenue basis gross margin was 40%, 18 points better than the prior year.

Higher on-occurrence permanent business (29% – June 30, 2021) relative to recurring contract business (71% – June 30, 2021) as our portfolio rebalances from the acquisitions of The Headhunters and Taylor Ryan, both entities being primarily focused in the on-occurrence permanent space, is what is behind the dramatically improved gross margin results. Management expects these favourable year-over-year trends to continue for the rest of 2021.

Operating Expenses

Selling, general and administrative expenses were \$3,488,036 for the quarter ended June 30, 2021 (\$1,591,186 – June 30, 2020). As a percentage of revenue, this was a 6 point improvement versus the same quarter in 2020 at 55% (61% – 2020) and demonstrates the synergies being realized from the comprehensive reorganization completed in 2020 to position the Company for significant growth. Excluding restructuring & non-operating items consisting of \$109,155 in one-time charges and \$213,973 in transaction-related professional fees, future contingent remuneration from acquisitions of \$100,534, and share based compensation expense of \$9,882, selling, general and administrative expenses were \$3,054,492 or 48% of revenue.

Q2 2021 / MD&A

For the six months ended June 30, 2021, selling, general and administrative expenses were \$6,251,311 or 53% in line with the prior year (\$2,992,339 or 54% – June 30, 2020). Excluding restructuring & non-operating items consisting of \$143,013 in onetime charges and \$477,173 in transaction-related professional fees, future contingent remuneration from acquisitions of \$201,067, and share based compensation expense of \$92,838, selling, general and administrative expenses were \$5,337,220 or 45% of revenue.

Amortization of intangible assets was \$165,991 for the quarter ended June 30, 2021, higher than the same period in 2020 by \$143,341 as a result of intangible assets recognized as part of the acquisitions of The Headhunters, The Kavin Group, and Taylor Ryan. Amortization of intangible assets was \$290,203 for the six months ended June 30, 2021 (\$45,300 – June 30, 2020) and was higher than 2020 for the same reason.

Interest expense of \$136,627 for the three months ended June 30, 2021 and interest expense of \$209,925 for the six months ended June 30, 2021 reflects the interest recognized on the convertible debentures issued in August of 2020 and additional bank indebtedness (see "Liquidity and Capital Resources" section of this MD&A).

Realized and Unrealized Gains & Losses

Realized gains on convertible debenture derivatives reflect the income statement impact of derecognized derivatives associated with the conversion of convertible debentures in the period. \$2,354 and \$423,815 were recognized for the three and six months ended June 30, 2021 (\$nil – June 30, 2020).

The \$3,495,374 in net unrealized gains on mark-tomarket for the six months ended June 30, 2021 consists of \$3,746,869 in mark-to-market gains on convertible debenture derivatives recognized as part of the convertible debentures issued in the third quarter of 2020 offset by \$242,240 in a mark-to-market loss on Atlas ID recognized in the third quarter and \$9,255 in mark-to-market losses on restricted share units of New Wave Holdings Corp. received in exchange for recruitment services.

Summary of Quarterly Results

	Revenue	Gross Margin	Operating Expenses	Net Income (Loss)	Basic Earnings (Loss) Per Share
	\$	\$	\$	\$	\$
Q2 2021	6,385,990	2,455,817	3,790,654	(463,530)	(0.01)
Q1 2021	5,490,329	2,327,403	2,960,785	2,247,470	0.04
Q4 2020	3,348,697	1,317,050	2,291,174	(4,788,474)	(0.10)
Q3 2020	2,549,339	883,317	1,989,170	(4,116,236)	(0.09)
Q2 2020	2,597,492	548,280	1,621,503	(1,066,547)	(0.02)
Q1 2020	2,902,786	690,737	1,440,362	(744,965)	(0.02)
Q4 2019	2,956,452	662,378	5,117,561	(4,423,318)	(0.13)
Q3 2019	3,040,243	736,458	1,664,627	(923,796)	(0.02)

A summary of notable events is as follows:

Q4 2019: The reverse takeover transaction with Danacore Industries Inc. was completed on December 17, 2019. On December 23, 2019, the Company's shares began trading on the TSXV.
Q1 2020: Management initiated a comprehensive reorganization expected to yield significant cost savings while positioning operations favourably for the long term.
Q3 2020: The Company acquired The Headhunters on September 1, 2020.
Q4 2020: The Company acquired The Kavin Group on December 11, 2020.
Q4 2020: The Company acquired Taylor Ryan on December 17, 2020.
Q2 2021: The Company acquired Pulsify on April 1, 2021.

Liquidity & Capital Resources

The Company's cash balances fluctuate significantly from period to period due to the operating subsidiaries' payroll liabilities and acquisition activity. Below is a summary of the Company's working capital balances as at June 30, 2021 and December 31, 2020 excluding convertible debentures and derivatives which are classified as current liabilities but cannot be cash settled in the short term.

Period ended	June 30, 2021	December 31, 2020
	\$	\$
Cash	356,795	340,638
Trade & other receivables	4,049,771	2,541,315
Prepaid expenses	212,237	322,956
TOTAL CURRENT ASSETS	4,618,803	3,204,909
Trade & other payables	3,934,618	2,232,611
Bank indebtedness	1,490,000	465,000
Lease liability	143,180	175,374
TOTAL CURRENT LIABILITIES	5,567,798	2,872,985
Working capital	(948,995)	331,924

The following table summarizes the Company's cash flows for the six months ended June 30, 2021 and 2020:

Period ended	6 months ended June 30, 2021	6 months ended June 30, 2020
	\$	\$
Operating activities	(921,071)	(2,031,861)
Investing activities	(28,588)	–
Financing activities	965,816	(131,622)
Net increase (decrease) in cash	16,157	(2,163,483)

The Company's cash flow from operations was a net cash outflow of \$921,071 for the six months ended June 30, 2021 (\$2,031,861 – 2020), with the improvement driven by a combination of acquisition accretion and the results of the comprehensive reorganization in 2020. Cash flow from financing activities for 2021 of \$965,816 was attributable to additional borrowing activity on the Company's revolving credit facility, option and warrant exercises in the year, and additional Canada Emergency Business Account ("CEBA") loans.

Q2 2021 / MD&A

The Company has a revolving demand operating facility with an aggregate credit limit of the lesser of \$1,500,000 and the percentage of certain qualified receivables. As of June 30, 2021, there was \$1,490,000 outstanding (December 31, 2020 – \$465,000).

HIRE Technologies, ProVision, The Headhunters, and Taylor Ryan received Canada Emergency Business Account loans ("CEBA loans") totalling \$260,000 in aggregate. The CEBA loans bear no interest until December 31, 2022 and bear interest at 5% per annum thereafter and to their December 31, 2025 maturity date. If 66.6% of the principal is repaid by December 31, 2022, the remaining 33.3% will be forgiven.

The Company believes that its normal run-rate working capital on hand, combined with financing, will be sufficient to fund its operations and contractual obligations for the year ended December 31, 2021.

Please see the "Risks Arising from Financial Instruments – Liquidity Risk" section of this MD&A for a schedule of the Company's contractual obligations.

Please see the "Introduction" section of this MD&A for information concerning the Company's ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Related Party Transactions

The Company considers its related parties to consist of key members of its Board of Directors, senior officers, and companies controlled or significantly influenced by such individuals, which may exert significant influence over the Company's activities.

There were no related party transactions for the six months ended June 30, 2021.

There have been no changes in accounting policies since the Company's December 31, 2020 MD&A.

Critical Accounting Estimates

The critical accounting estimates are substantially unchanged from those identified in the Company's December 31, 2020 MD&A.

The following items were accounted for under IAS 20 – Accounting for government grants and disclosure of government assistance:

The Company participated in the Canada Emergency Wage Subsidy program offered by the Government of Canada and received an aggregate \$110,966 in government stimulus. \$56,563 was recognized as a reduction to cost of services while \$54,403 was recognized as a reduction to selling, general and administrative expenses.

The Company participated in the Canada Emergency Rent Subsidy ("CERS") program. CERS provides qualifying companies with a subsidy based on eligible expenses, subject to certain limits. \$7,240 was recognized as a reduction in selling, general and administrative expenses.

The Company recognized \$12,083 as effective interest income on CEBA loans.

The Company assessed its non-financial assets for indicators of impairment under IAS 36 – Impairment of Assets and determined that no indications existed.

Risks Arising from Financial Instruments

The Company is exposed to risks that arise from its use of financial instruments as described below. There has been no change in the way the Company manages risk during the quarter.

Interest Rate Risk

Interest rate risk is the risk that the fair value of a financial instrument's future cash flows will fluctuate because of changes in market interest rates. The Company's sensitivity to interest rates is currently low due to limited exposure to long-term investment grade interest-bearing debt as at June 30, 2021.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's credit risk relates primarily to trade and other receivables, which are initially recognized at the stated amount of the receivable and the convertible note issued to Atlas ID. The carrying amount of financial assets represents the maximum credit exposure.

The Company's exposure to credit risk with its customers is influenced mainly by each customer's unique characteristics. The Company does not require collateral for sales on credit. The Company does not offer significant credit terms and has not experienced significant credit losses in the past.

The Company monitors its collection experience monthly and ensures a stringent policy is applied to all past due accounts. The Company establishes an allowance for expected credit losses that corresponds to the specific customers' credit risk, historical trends, and economic circumstances. Subsequent recoveries of amounts previously written off are credited in the consolidated statement of net loss and comprehensive loss. The Company's maximum credit risk is the carrying value of cash and trade and other receivables.

Liquidity Risk

Liquidity risk is the risk that the Company encounters difficulty meeting its obligations associated with its financial liabilities. As at June 30, 2021, the Company's liabilities consist of regular monthly obligations except for the earn-out consideration payable to ProVision's former shareholders, contingent consideration payable to The Headhunters' former shareholders and The Kavin Group's former shareholders, and financial liabilities as detailed below on an undiscounted basis:

Period ended	2021	2022	2023	2024
	\$	\$	\$	\$
Remaining trade and other payables	1,663,235	–	–	–
Payable to former owner of ProVision	12,262	–	–	–
Earn-out payments	37,366	88,914	125,650	62,825
Contingent consideration	–	1,328,487	–	–
Lease liability	75,689	142,685	80,550	–
CEBA loans	–	195,472	–	–
Convertible debenture	1,662,271	–	–	–
TOTAL	3,450,823	1,755,558	206,200	62,825

Market Risk

Market risk is the risk that a financial instrument's fair value or future cash flows will fluctuate due to changes in the market interest rate. As at June 30, 2021, all financial instrument carrying values approximated fair value.

Disclosure of Outstanding Share Data

As at August 25, 2021, the Company had 63,520,213 common shares issued and outstanding, as well as, a total of 12,006,700 warrants, (excluding up to an additional 309,453 warrants issuable upon the exercise of certain broker warrants), 3,448,286 incentive stock options and 1,250,000 deferred share units, each exercisable or convertible into one common share. The convertible debentures are convertible into up to 5,453,334 units comprised of one common share and one warrant. As at August 25, 2021, the share capital of the Company was 91,441,320 common shares on a fully diluted basis.

Risks & Uncertainties

The Company is subject to several risks and uncertainties, each of which could have an adverse effect on its results, business prospects, or financial position. The risks and uncertainties described herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about now or currently deems immaterial, may also adversely affect the Company's business. If any of the disclosed risks occur, the Company's business may be harmed, and its financial condition, results of operations and prospects may suffer significantly.

The Company has limited operating history and may require additional capital.

HIRE Technologies began carrying on business in 2017 and has been incurring operating losses and cash flow deficits since inception. The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, and limitations with respect to personnel, financial, and other resources. There is no assurance that the Company will be successful and the likelihood of success must be considered in light of its early stage of operations. To the extent the Company has negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such operating cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Company will be able to generate a positive cash flow from operations, that additional capital or

other types of financing will be available when needed or that these financings will be on favourable terms.

The need for additional capital.

The future capital requirements of the Company will depend on many factors, including all matters relating to COVID-19, the number and size of additional acquisitions consummated, the working capital needs of acquired businesses, the amount of earnout and similar payments required for acquired businesses post-acquisition, the rate of growth of its client base, the costs of expanding into new markets (if any), the growth of the staffing industry and the costs of administration. To meet such capital requirements, the Company may consider additional financing (including the incurrence of debt or the issuance of additional common shares) to fund all or a part of a particular venture, which could entail a dilution of current equity interests in the Company. There can be no assurance that additional funding will be available or, if available, that it will be available on acceptable terms. If adequate funds are not available, the Company may have to reduce substantially or otherwise eliminate certain expenditures. There can be no assurance that the Company will raise additional capital if its capital resources are depleted or exhausted. Furthermore, due to regulatory impediments or a lack of investor appetite, the ability of the Company to issue additional common shares or other securities exchangeable for or convertible into common shares to finance acquisitions may be restricted.

The Company may not be able to obtain the financing necessary to implement the Company's business plan.

A key component of the Company's long-term strategy is to consolidate the highly fragmented staffing industry. There is no guarantee that capital markets participants will support the Company's business strategy or that required capital will be available on acceptable terms or at all. A failure to access financing to complete one or more acquisitions could have a material adverse effect on the Company's business and the financial condition and results of the Company. Also, while a number of business owners have shown interest in joining the Company, there is no assurance that negotiations will result in completed acquisitions.

There are risks inherent in the Company's acquisition strategy.

The Company's business plan includes the pursuit of business acquisitions in Canada, the United States and/or internationally consistent with its investment strategy. Such acquisitions involve inherent risks including but not limited to: (a) unanticipated costs; (b) potential loss of key employees of the Company or the business acquired; (c) unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and (d) decline in the value of the acquired business or assets. Certain acquisitions include: (a) obligations to pay additional cash and/or share amounts to the vendors based on financial targets within a prescribed period following the closing of the acquisition; and (b) obligations of the vendors to compensate the Company where post-acquisition operational thresholds are not met. There can be no assurance that an acquired business will achieve the desired levels of revenue, profitability, productivity or otherwise perform as expected and, if the business fails to meet prescribed operational thresholds, that the Company will be able to enforce contractual repayment obligations. Any one or more of these factors could cause the Company to fail to realize the anticipated benefits of the acquisition in question. Additionally, there can be no assurance that the Company will be able to successfully identify suitable acquisition targets and complete acquisitions on terms beneficial to the Company and its shareholders. The Company's failure to successfully execute its acquisition strategy could have a material adverse effect on the Company's business. Moreover, the Company may be required to use available cash, incur debt, issue securities, or a combination of these to complete an acquisition. This could affect the Company's future flexibility and ability

to raise capital, to operate or develop its business and could dilute its existing shareholders' holdings as well as decrease the trading price of common shares. In addition, the process of acquiring and integrating companies into the Company's existing business may also result in unforeseen difficulties which may absorb significant management attention, require significant financial resources and be disruptive to operations causing the business and results of operations to suffer materially. There is no assurance that when evaluating a possible acquisition, the Company will correctly identify and manage the risks and costs inherent in the business or asset to be acquired.

The price of the securities of the Company may fluctuate significantly, which may make it difficult for holders of securities of the Company to sell their securities at a time or price they find attractive.

The price of the Company's common shares may be volatile and may be subject to wide fluctuations as a result of a variety of factors, many of which are beyond its control including, but not limited to, the following:

actual or anticipated quarterly fluctuations in its operating results and financial condition;
changes in financial estimates or publication of research reports and recommendations by financial analysts;
reports in the press or investment community generally or relating to the Company's reputation or the industry in which it operates;
strategic actions by the Company or its competitors, such as acquisitions, restructurings, dispositions, or financings;
fluctuations in the stock price and operating results of the Company's competitors;
future sales of the Company's securities;
proposed or adopted regulatory changes or developments;
the impact of COVID-19 on the Company's personnel, business operations and financial condition;
domestic and international economic factors unrelated to the Company's performance; and
general market conditions.

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies that have often been unrelated to the operating performance, underlying asset values or prospects of such companies.

Accordingly, the market price of common shares may decline even though the Company's operating results, underlying asset values or prospects have not changed. There can be no assurance that continuing fluctuations in price and volume will not occur.

The market price of the Company's common shares may decline due to the large number of convertible securities issued and outstanding.

Sales of substantial amounts of common shares in the public market, or the perception that these sales could occur, in particular following the exercise of convertible securities of the Company, many of which are exercisable or convertible at significant discounts to the current market price, could cause the market price of the Company's common shares to decline. These sales could also make it more difficult for the Company to sell equity or equity-related securities in the future at a time and price that it deems appropriate.

The Company may issue additional equity securities or engage in other transactions that could dilute its book value or affect the priority of common shares, which may adversely affect the market price of the common shares.

The Board of Directors may determine from time to time that it needs to raise additional capital by issuing additional common shares or other securities. Except as otherwise described in this MD&A, the Company will not be restricted from issuing additional common shares, including securities that are convertible into or exchangeable for, or that represent the right to receive, common shares. Because the Company's decision to issue securities in any future offering will depend on market conditions and other factors beyond the Company's control, it cannot predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected. Additional equity offerings may dilute the holdings of the Company's existing shareholders or reduce the market price of the common shares, or both. Holders of common shares are not entitled to preemptive rights or other protections against dilution. New investors also may have rights, preferences and privileges that are senior to, and that adversely affect, the then-current holders of the Company's common shares. Additionally, if the Company raises additional capital by making offerings of debt securities or preferred shares, upon liquidation of the Company,

holders of its debt securities or preferred shares, and lenders with respect to other borrowings, may receive distributions of its available assets before the holders of the common shares.

The Company is reliant on key management.

The success of HIRE Technologies is dependent upon the ability, expertise, and judgment of its senior management, and in particular Simon Dealy, Eric Loree, and Dan Teguh. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of HIRE Technologies and the results of operations of the business. The loss of any of the Company's senior management or key employees, particularly Mr. Dealy, Mr. Loree or Mr. Teguh could materially and adversely affect HIRE's ability to execute its business plan and strategy and HIRE Technologies may not be able to find adequate replacements on a timely basis, or at all. Furthermore, a loss of key management of a past or future acquiree could materially and adversely impact the anticipated benefits of the acquisition in question.

Conflicts of interest.

The Company will be subject to various potential conflicts of interest because its directors are engaged in a range of business activities. In addition, the Company's executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company's executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company's business and affairs and that could adversely affect the Company's operations. These business interests could require significant time and attention of the Company's executive officers and directors. In addition, the Company may also become involved in other transactions which conflict with the interests of its directors and the executive officers who may from time to time deal with persons, firms, institutions or corporations with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities.

In the event that such a conflict of interest arises at a meeting of the directors of HIRE Technologies, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases HIRE Technologies will establish a special committee of independent directors to review conflicts of interest. Conflicts, if any, will be subject to the procedures and remedies as provided under the BCBCA. The provisions of the BCBCA require a director or officer of a corporation who has a material interest in a contract or transaction of the corporation, or a director or officer of a corporation who is a director or officer of or has a material interest in an entity who has a material interest in a contract or transaction with the corporation, to disclose his or her interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless permitted under the BCBCA, as the case may be. Other than as indicated, HIRE Technologies has no other procedures or mechanisms to deal with conflicts of interest.

Q2 2021 / MD&A

The business of the Company is subject to broader economic factors.

Any adverse change in general economic conditions may adversely affect the Company's business and financial condition. The demand for workforce solutions and other offered or proposed services to be offered by the Company are highly dependent upon the state of the economy, and upon the staffing needs and financial resources of the Company's clients, which inherently creates uncertainty and volatility. As economic activity slows, the need for temporary and new employees decreases as may demand for other services offered or proposed to be offered by the Company. Significant declines in demand in any region or industry in which the Company has a major presence may significantly decrease its revenues and profits. Deterioration in economic conditions or conditions in financial or credit markets could also have an adverse impact on the ability of the Company to collect payment for services.

It is difficult for the Company to forecast future demand for its services due to the inherent uncertainty in forecasting the direction and strength of economic cycles, the terms and nature of future staffing assignments and the financial viability of its clients. Additionally, the Company may experience a decline in revenue before a decline in economic activity is seen in the broader economy. When it is difficult for

the Company to accurately forecast future demand, the Company may not be able to determine the optimal level of personnel and investment necessary to profitably take advantage of growth opportunities.

The Company may be unable to find eligible candidates to meet client needs.

The Company's staffing and recruiting business consists of the placement of individuals seeking employment. There can be no assurance that candidates for employment will continue to seek employment through the Company and the Company's subsidiaries. Candidates generally seek temporary or permanent positions through multiple sources, including the Company and its competitors. Canada had recently experienced employment market instability principally attributable to the economic impact of COVID-19.

The Company operates in a highly competitive industry and may be unable to retain clients or market share.

The staffing, human resources consulting and IT services industries are highly competitive and the barriers to entry are low. There are many competitors and new competitors are entering the market regularly. Current and new competitors may be better capitalized, have a more robust operating history, have more expertise, and provide comparable or superior services at the same or lower cost. Longer-term contracts form a declining portion of the Company's revenue. There is no assurance that the Company will be able to retain clients or its market share in the future, nor can there be any assurance that it will maintain or increase its current margins, or reach and sustain profitability in light of competitive pressures.

The barriers to client portability are low.

The Company's stability and growth significantly depends on client relationships. In most cases, a small number of people have primary responsibility for a client relationship. There is a risk that when an employee leaves the Company, the clients who have established relationships with the departing employee may move the business to the employee's new employer. If the Company is unable to retain important client relationships, the business, financial condition and results of the Company's operations may be adversely affected.

The Company may be subject to litigation.

The Company may become party to litigation, either as plaintiff or defendant, from time to time in the ordinary course of business including but not limited to actions related to the Company's commercial relationships, employment matters, and services delivered. Such matters include both actual as well as threatened claims. Should any litigation in which the Company becomes involved result in an unfavourable outcome, such a decision outcome could adversely affect the Company's ability to continue operating and may impact the market price for common shares. Even if litigation results in a favourable outcome to the Company, litigation can redirect significant company resources away from operational matters.

The Company may not be able to prevent damages resulting from a cybersecurity attack.

The Company's business uses confidential information about candidates, (successful and unsuccessful), employees and clients. The Company may be subject to cyberattacks, computer viruses, social engineering schemes and other means of unauthorized access to its systems. The Company has not experienced any material losses to date related to cyberattacks or other information security breaches, but there can be no assurance that the Company will not incur such losses in the future. The security controls over sensitive or confidential information and other practices implemented by the Company and its third-party vendors may not prevent the improper access to, disclosure of, or loss of such information. Failure to protect the integrity and security of such confidential and/or proprietary information could expose the Company to fines, litigation, contractual liability, damage to its reputation and increased compliance costs, the costs of which may not be recoverable by insurance, in whole or in part, or in a timely manner if at all. In addition, as cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Damage to the Company's brand may harm its results.

The Company depends on its reputation, the reputation of its Subsidiaries, and the reputation of all of the Company's employees and representatives. Anything that harms these reputations will likely harm its business results. As a provider of recurring

contract and on-occurrence permanent placement staffing, these reputations are dependent, in part, on the performance of the employees it places. If clients become dissatisfied with the performance of those employees, or if any of those employees engages in or are believed to have engaged in conduct that is harmful to clients, the Company's ability to retain existing clients and maintain or expand its client base may be negatively affected. The Company's ability to attract suitable candidates to fulfil both recurring contract and on-occurrence permanent placement positions is also affected by the external perception of its brand and reputation as well as that of its Subsidiaries, employees and representatives.

Damage to the Company'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. Although the Company strives to operate in a manner that is respectful to all stakeholders and takes care in protecting its image and reputation, the Company does not ultimately have direct control over how it is perceived by others. Reputational damage could negatively affect its ability to attract and retain employees, decrease shareholder confidence, increase challenges in maintaining positive relationships with prospective clients and other industry participants, and impede its ability to execute its business plan, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects.

The Company may not be able to obtain access to technology necessary to compete in the recruiting industry.

The success of the Company's business depends on the demand for qualified employees and contractors. Technological innovation that leads to the automation of an increasing number of tasks poses a risk to the staffing industry. The Company attempts to mitigate this risk by searching for IT-focused acquisition targets to broaden its revenue streams and diversify its operations.

In addition, the Company's candidates and clients increasingly demand technological innovation to improve the access to and delivery of its services. The Company faces extensive pressure for lower prices and new service offerings and must invest in and successfully adopt new technology to remain relevant to its clients and candidates. The Company attempts to mitigate this risk by implementing new technologies into its search and retention processes.

Alignment of the Company's cost structure with revenue.

The Company must ensure that its cost structure and workforce continue to be in line with the demand for its services. Failure to align the Company's cost structure and headcount with net revenue could adversely affect the Company's business, financial condition, and results of operations. The Company attempts to mitigate the risks of short-term revenue shifts by having a large portion of employee compensation based on the revenue of the employee's business unit. The Company is a growth company and in order to facilitate growth the Company must continually invest in resources and overhead costs ahead of planned revenue and accordingly the Company may operate with substantial negative cash flow in the future.

Lenders may penalize or otherwise take action against the Company if it is unable to meet its obligations under financial instruments.

The Company's ability to continue its operations is dependent upon the continued support of its shareholders and its ability to obtain additional financing as and when required. From time to time the Company has had cause to access its revolving demand operating facility (the "Operating Facility") in order to finance its operations and/or acquisitions between equity financings. The Company's failure to observe and implement cost controls, a deterioration of economic conditions and/or the occurrence of other events, may negatively impact the Company's business resulting in a failure to comply with the covenants of the Operating Facility in the future. Although the Company is currently in compliance with the terms of the Operating Facility, the failure to comply with the terms of the Operating Facility in the future could limit the Company's ability to borrow additional funds under the Operating Facility or from other borrowing facilities or lenders in the future. The Operating Facility is a demand facility and may also be cancelled or amended at any time by the lender. In such circumstances, the Company may not be able to secure alternative financing or may only be able to do so at significantly higher costs. The Company attempts to mitigate these risks by only using the Operating Facility to fund temporary cash requirements, through the negotiation of flexible financial covenants to the extent it is able, and by maintaining a strong relationship with its lender.

Management has discretion concerning unallocated funds.

Management has discretion concerning the use and allocation of the Company's available funds as well as the timing of their expenditure. As a result, shareholders must rely on the judgment of management for the application of the available funds. The results and the effectiveness of the application of the funds are uncertain. If the Company's cash reserves are not applied effectively, the Company's operating results may suffer.

The Company's staffing solutions are subject to extensive government regulation and the imposition of additional regulations, which could materially harm the Company's future earnings.

The Company's workforce solutions are subject to extensive government regulation. While the Company has had no material difficulty complying with regulations in the past, there can be no assurance that the Company will be able to continue to obtain all necessary licences or approvals or that the cost of compliance will not materially increase beyond the expectations of management. The cost to comply, and any inability to comply with government regulation or licensing requirements, could have a material adverse effect on the Company's business and financial results. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could materially harm the Company's business. Additionally, the Company's recurring contract staffing services include employing individuals on a temporary basis. The wage rates that the Company pays to temporary workers are based on many factors including government mandated minimum wage requirements and benefits. There are anticipated legislative changes to the minimum wage requirements in jurisdictions where the Company operates and if the Company is unable to increase the fees charged to its clients to absorb any increased costs related to such legislative changes, the Company's results of operations and financial condition could be adversely affected. In addition, to the extent that government regulation results in increases to other employment-related costs, such as unemployment insurance premiums and mandatory pension contributions, such costs could adversely impact the Company's profit margins.

Impact of COVID-19.

The World Health Organization declared COVID-19 a pandemic on March 11, 2020. Beginning in the second half of March 2020, many jurisdictions in North America, including where the Company and its Subsidiaries conduct operations, declared states of emergency, imposed quarantines and restrictions on travel, and shut down non-essential businesses resulting in an economic slowdown. The direct effects of government responses to the pandemic, applied at the federal, provincial, and municipal government levels have had, in certain cases, a material impact on the Company's clients.

Future crises may be precipitated by many causes, including natural disasters, public health crises, geopolitical instability, changes to energy prices or sovereign defaults. These factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. Increased volatility and market turmoil can adversely impact the Company's operations and the value and price of the Company's common shares.

Also, there is a risk that one or more of the Group's current service providers may themselves be adversely impacted by difficult economic circumstances, which could have a material adverse effect on the Company's business, financial condition, results, and prospects.

The Company does not anticipate paying dividends on its common shares.

The Company has not previously paid any dividends and does not anticipate paying any dividends in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings. Any decision to declare and pay dividends in the future will be made at the discretion of the Board of Directors and will depend on, among other things, financial results, cash requirements, contractual restrictions and other factors that the Board of Directors may deem relevant. As a result, investors may not receive any return on investment, other than an appreciation in share price.

The Company is a holding company with its only asset being direct ownership of its Subsidiaries.

The Company is a holding company and essentially all of its assets are the capital stock of its Subsidiaries. Consequently, the Company's cash flows and ability to leverage future business opportunities are dependent on the earnings of its direct and indirect subsidiaries and the distribution of those earnings to the Company. The ability of the Subsidiaries to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt, if any. In the event of a bankruptcy, liquidation or reorganization of any of its subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of the Subsidiaries before any assets are made available for distribution to the Company.

The Company's business could be disrupted as a result of actions of certain shareholders or potential acquirers of the Company.

If any of the holders of common shares commence a proxy contest, advocate for change that is not necessarily in the best interests of the Company and all of its stakeholders, make public statements critical of the Company's performance or business, or engage in other similar activities, or if the Company becomes target to a potential acquisition, then the Company's business could be adversely affected because the Company may have difficulty attracting and retaining employees and clients due to perceived uncertainties as to its future direction and negative public statements about its business. In addition, responding to proxy contests and other similar actions by shareholders is likely to result in the Company incurring substantial additional costs and will divert the attention of management and employees; and, if individuals are elected to the Board of Directors of the Company with a specific agenda, the execution of the Company's strategic plan may be disrupted or a new strategic plan altogether may be implemented, which could have a material adverse impact on the Company's financial condition or results of operations. Further, any of these matters or any such actions by shareholders may impact and result in volatility of the price of the Company's common shares.

Cautionary Note Regarding Forward-Looking Statements

Q2 2021 / MD&A

This MD&A contains "forward-looking statements" or "forward-looking information" (collectively referred to hereafter as "forward-looking statements") within the meaning of applicable Canadian securities legislation.

All statements that address activities, events or developments that HIRE Technologies expects or anticipates will, or may, occur in the future, including statements about HIRE Technologies' business prospects, future trends, plans, strategies, including, in particular, HIRE Technologies' acquisition strategy and expense reductions, and the expected benefits thereof are forward-looking statements. In some cases, forward-looking statements are preceded by, followed by or include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "proposes", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words. Although the management of HIRE Technologies believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that a forwardlooking statement herein will prove to be accurate.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of HIRE Technologies to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking statements. Factors that could cause such differences include the risks described herein. Additional risks and uncertainties applicable to the Company, as well as trends identified by the Company affecting it and the staffing industry can be found in the Company's continuous disclosure record available on SEDAR. Although HIRE Technologies has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, or intended.

Such cautionary statements qualify all forwardlooking statements made in this MD&A. HIRE Technologies undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

On August 6, 2021, the Company announced a nonbrokered private placement of up to \$3,000,000 in equity units at a \$0.30 per unit. Each unit will include one common share and one half of one share purchase warrant with each whole warrant exercisable for one common share for a period of 24 months at \$0.45 per common share. The Company will pay finder's fees consisting of non-transferrable warrants entitling the holder to purchase that number of common shares as is equal to 7% of the units and a cash payment equal to 7% of the gross proceeds raised. Each finder's warrant will be exercisable for one common share at a price of \$0.30 until 24 months after the date of issue. The proceeds of the financing will be used for the acquisition discussed below.

On August 6, 2021, the Company announced a nonrevolving term loan facility with FirePower Capital to be drawn in up to three tranches at \$3,000,000, \$1,000,000, and \$1,000,000, respectively. The nonrevolving term loan facility bears interest at 12% and is secured over all of the present and future property of the Company. As part of the first \$3,000,000 tranche of the non-revolving term loan facility, the Company will issue 2,613,493 share purchase warrants to FirePower Capital entitling it to purchase that number of common shares at a price of \$0.383 for a period

of 36 months after the date of issue with a cashless exercise feature. The Company will issue additional warrants with the remaining tranches with aggregate value equal to 5% of the tranche amount at an exercise price equal to the five-day volume weighted average market price of the common shares of the Company at the time of disbursement plus 10% and subject to the approval of the TSXV. The proceeds of the financing will be used for the acquisition discussed below.

The engagement agreement for the brokered convertible debenture financing of up to \$5,000,000 announced by the Company on May 12, 2021 between the Company and Eight Capital was mutually terminated on August 5, 2021.

On August 6, 2021, the Company announced the acquisition of Leaders and Co., Consulting in Governance and Leadership Inc. for \$6,500,000 consisting of \$4,400,000 in cash, \$1,100,000 in common shares of the Company and \$1,000,000 in an earn-out payable over three years in cash subject to maintaining minimum non-IFRS financial measures over the next three years. The cash payment of \$4,400,000 will also be subject to closing working capital adjustment.

HIRE Technologies Inc. TSX-V: HIRE

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HIRE Technologies Inc. — Interim / Quarterly Report 2021

47663_rns_2021-08-26_06496641-bd59-464b-99f9-00efc98beb2e.pdf

Acquisitions & Investments

Description of Business

General

Acquisition Strategy

Acquisition Consideration & Integration

Recruitment & Staffing Operations

SaaS Products

Overall Performance and Non-IFRS Financial Measures

Selected Quarterly Information

Income Statement Data

Balance Sheet Data

Discussion of Operations

Revenue

Cost of Services

Gross Margin

Operating Expenses

Realized and Unrealized Gains & Losses

Summary of Quarterly Results

Liquidity & Capital Resources

Off-Balance Sheet Arrangements

Related Party Transactions

Critical Accounting Estimates

Risks Arising from Financial Instruments

Interest Rate Risk

Credit Risk

Liquidity Risk

Market Risk

Disclosure of Outstanding Share Data

Risks & Uncertainties

The Company has limited operating history and may require additional capital.

The need for additional capital.

The Company may not be able to obtain the financing necessary to implement the Company's business plan.

There are risks inherent in the Company's acquisition strategy.

The price of the securities of the Company may fluctuate significantly, which may make it difficult for holders of securities of the Company to sell their securities at a time or price they find attractive.

The market price of the Company's common shares may decline due to the large number of convertible securities issued and outstanding.

The Company may issue additional equity securities or engage in other transactions that could dilute its book value or affect the priority of common shares, which may adversely affect the market price of the common shares.

The Company is reliant on key management.

Conflicts of interest.

The business of the Company is subject to broader economic factors.

The Company may be unable to find eligible candidates to meet client needs.

The Company operates in a highly competitive industry and may be unable to retain clients or market share.

The barriers to client portability are low.

The Company may be subject to litigation.

The Company may not be able to prevent damages resulting from a cybersecurity attack.

Damage to the Company's brand may harm its results.

The Company may not be able to obtain access to technology necessary to compete in the recruiting industry.

Alignment of the Company's cost structure with revenue.

Lenders may penalize or otherwise take action against the Company if it is unable to meet its obligations under financial instruments.

Management has discretion concerning unallocated funds.

The Company's staffing solutions are subject to extensive government regulation and the imposition of additional regulations, which could materially harm the Company's future earnings.

Impact of COVID-19.

The Company does not anticipate paying dividends on its common shares.

The Company is a holding company with its only asset being direct ownership of its Subsidiaries.

The Company's business could be disrupted as a result of actions of certain shareholders or potential acquirers of the Company.

Cautionary Note Regarding Forward-Looking Statements

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HIRE Technologies Inc. Interim / Quarterly Report 2021