Hydreight Technologies Inc. — Interim / Quarterly Report 2021

May 10, 2021

Perihelion Capital Ltd.

MANAGEMENT’S DISCUSSION AND ANALYSIS THREE MONTH PERIOD ENDED MARCH 31, 2021 and 2020

(Presented in Canadian Dollars)

Perihelion Capital Ltd. Management's Discussion and Analysis For the Three-Month Period ended March 31, 2021 and 2020

Introduction and Basis of Presentation

This Management’s Discussion and Analysis (“MD&A”) provides a review of Perihelion Capital Ltd.’s (“Perihelion” or “the Company”) financial performance for the three-month period ended March 31, 2021. It should be read in conjunction with Perihelion’s financial statements and accompanying notes for the year ended December 31, 2020 which are available on SEDAR at www.sedar.com. The financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). Information in this MD&A is current as of May 10, 2021

Results are reported in Canadian dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Further information about the Company and its operations is available on SEDAR at www.sedar.com .

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Perihelion’s common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Forward-Looking Statements

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Business Risk and Uncertainties” section below. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Perihelion’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forwardlooking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward- looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Overview of the Company

The Company is a Capital Pool Company (“CPC”), as defined in the policies (“Policies”) of the TSX Venture Exchange (the “Exchange”). The Company listed its common shares for trading on the Exchange on February 13, 2019, under the symbol “PCL.P”.

The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction (“Qualifying Transaction”) as defined in the Policies.

Perihelion Capital Ltd. Management's Discussion and Analysis For the Three-Month Period ended March 31, 2021 and 2020

The Company has not commenced commercial operations and has no assets other than cash and a short-term loan receivable. The Company’s continuing operations are dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory and other approvals. The condensed interim consolidated financial statements do not include any adjustments to assets or liabilities should the Company be unable to continue in existence as a going concern.

On April 1, 2019, the Company incorporated a 100% controlled subsidiary, 1203500 BC Ltd, under the Business Corporations Act (British Columbia).

The Company’s head office is located at 1800 – 355 Street, Vancouver, B.C. V6C 2G8, and its registered and records office is located at 1800 – 355 Street, Vancouver, B.C. V6C 2G8

Overall Performance

As at March 31, 2021, the Company had $25,609 in cash and cash in trust. The Company incurred a net loss of $43,452 during the three months period ended March 31, 2021.

Summary of Quarterly Results

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Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30
Quarter ended 2021 2020 2020 2020 2020 2019 2019 2019
Revenue $ - $ - $ - $ - $ - $ - $ - $ -
Expenses 43,452 61,290 5,016 10,199 12,140 10,814 14,008 31,284
Net loss (43,452) (61,290) (5,016) (10,199) (12,140) (10,814) (14,008) (31,284)
Shareholders'
equity 16,263 59,537 120,477 125,493 134,971 146,660 157,018 170,600
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Results of Operations

Three-month period ended March 31, 2021 and 2020:

During the three-month period ended March 31, 2021, the Company had a net loss of $43,452 compared to net loss of $12,140 for the three- month period ended March 31, 2020, representing an increase of $31,312. Major variances are as follows:

• For the three-month period ended March 31, 2021, professional fees were $7,246 compared to $4,978 for the three- month period ended March 31, 2020. The increase in professional fees was mainly due to higher activity in the current quarter related to Audit and accounting services ;

• For the three-month period ended March 31, 2021, transaction costs were $19,871 compared to $Nil for the three-month period ended March 31, 2020. The increase in transaction costs are legal fees incurred in connection with the merger agreement with Think Technologies Inc. ("Think"); and

• For the three-month period ended March 31, 2021, filing fees were $16,061 compared to $6,603 for the threemonth period ended March 31, 2020. Higher filing fees incurred in the current quarter is related to the merger agreement with think.

Perihelion Capital Ltd. Management's Discussion and Analysis For the Three-Month Period ended March 31, 2021 and 2020

Liquidity and Capital Resources

At March 31, 2021, the Company had working capital of $16,263 compared to $59,537 at December 31, 2020. Management believes that there is sufficient working capital to meet anticipated expenses for the next twelve months.

Off-Balance Sheet Arrangements

The Company does not have any material off-balance sheet arrangements.

Related Party Transactions

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.

During the three-month period ended March 31, 2021, share-based payments of $ 178 (March 31, 2020 - $451) were incurred for officers and directors of the Company. There was no other remuneration paid to related parties during the three- month period ended March 31, 2021.

Proposed Transaction

Merger Transaction with Think Technologies Corp.

On October 28, 2020, the Company announced that it has entered into a binding merger agreement (the “Merger Agreement”) between Think, an emerging leader in artificial intelligence software solutions, and the Company’s wholly owned subsidiary, 1203500 B.C. Ltd. (“PCL Subco”) in respect of the proposed completion of an arm’s length reversetakeover transaction of Think by the Company (the “Proposed Transaction”). The Proposed Transaction will constitute the Company’s Qualifying Transaction.

As consideration for the acquisition of all of the outstanding securities of Think, holders of the issued and outstanding Think shares will receive one Perihelion share for each Think share held (the “Exchange Ratio”). In connection with the Proposed Transaction, the Company has provided Think with an unsecured, noninterest bearing loan of $25,000, which Think intends to use for working capital purposes.

As of May 4, 2021 this merger has been terminated on mutual agreement and the company will continue to pursue and evaluate other businesses and assets with a view to completing a Qualifying Transaction.

Significant Accounting Judgments, Estimates and Assumptions

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may vary from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.

• i. Going concern

The assessment of whether the concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern

Perihelion Capital Ltd. Management's Discussion and Analysis For the Three-Month Period ended March 31, 2021 and 2020

• ii. Valuation of share-based payments and warrants

When options and warrants are issued, the Company calculates their estimated fair value using the Black-Scholes valuation model. The Company uses historical stock prices of comparable companies to determine volatility and estimated dividend yield rates to arrive at the inputs that are used in the valuation model to calculate the fair value of the options or warrants.

• iii. Recoverability of short-term loan

Estimates and judgments are inherent in the on-going assessment of the recoverability of short-term loan. The Company is not able to predict changes in financial conditions of its loan holder and the Company’s judgment related to short-term loan may be material.

Share Capital

At March 31, 2021 and the date of this report, the Company had 5,114,000 common shares and 200,000 stock options issued and outstanding.

Financial risk and Capital Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts, cash held in trust and short-term loan. The majority of cash is deposited in bank accounts at a major bank in Canada. As most of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. Cash held in trust is held with a reputable law firm. The Company’s short-term loan receivable is subject to expected credit loss model. The carrying amount of the short-term loan represents the maximum credit exposure.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its shortterm business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. The Company’s liabilities as at March 31, 2021 are due within 90 days.

Historically, the Company’s principal source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to necessary levels of equity funding.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

Perihelion Capital Ltd. Management's Discussion and Analysis For the Three-Month Period ended March 31, 2021 and 2020

Capital management

The Company is actively looking to acquire an interest in a business or assets and this involves a high degree of risk. The Company has not determined whether it will be successful in its endeavors and does not generate cash flows from operations. The Company’s primary source of funds comes from the issuance of common shares. The Company does not use other sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations and is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the three month period ended March 31, 2021.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern.

The Company defines its capital as shareholders’ equity. Capital requirements are driven by the Company’s general operations. To effectively manage the Company’s capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid.

Fair value

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 - Inputs for assets or liabilities that are not based on observable market data.

Business Risks and Uncertainties

The following are risk factors associated with the Company:

• The Company was only recently incorporated, has not commenced commercial operations and has no assets other than cash and receivables. It has no history of earnings, and shall not generate earnings or pay dividends until at least after completion of a Qualifying Transaction;

• Investment in the common shares of the Company is highly speculative given the proposed nature of the Company’s business and its present stage of development;

• The directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time;

• Until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

• The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;

• • Even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;

• There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests;

Perihelion Capital Ltd. Management's Discussion and Analysis For the Three-Month Period ended March 31, 2021 and 2020

• Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. This may have a negative impact on the Company’s ability to obtain financing and complete a Qualifying Transaction in a timely manner.