Interfield Global Software Inc. - Management Reports 2023

Interfield Solutions Ltd. Management’s Discussion and Analysis For the Fiscal Year Ended December 31, 2022

March 31, 2023

This Management’s Discussion and Analysis (“ MD&A ”) is provided to enable a reader to assess the operations and financial conditions as it relates to the consolidated financial position and financial performance of Interfield Solutions Ltd. and its wholly owned subsidiary (collectively, “ Interfield ”, the “ Company ”, “ we ”, “ us ” and “ our ”) for the year ended December 31, 2022. This MD&A provides the reader with a view and analysis, from the perspective of management, of the Company’s financial results. The following MD&A should be read in conjunction with our annual audited consolidated financial statements, including the related notes thereto, for the year ended December 31, 2022 (the “ Financial Statements ”).

BASIC OF PRESENTATION

All information contained in this MD&A is current as of March 31, 2023 unless otherwise stated.

All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) and all dollar amounts are expressed in United States dollars unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Such forward-looking statements include, but are not limited to, information with respect to our objectives and the strategies for achieving those objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements are typically identified by the use of words such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, although not all forward-looking statements contain these words. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Those risks and uncertainties are discussed in detail under “Risk Factors” in the annual information form dated March 31, 2023 (the “ AIF ”), a copy of which is available under the IFS Global Software Inc. profile on SEDAR at www.sedar.com. Consequently, all of the forward-looking statements contained herein are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and we do not undertake to update or amend such forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

BUSINESS OVERVIEW

Corporate Structure

Interfield was incorporated on June 3, 2014 under the International Business Companies Act, 1994 and is a private company existing under the laws of the Republic of Seychelles. Interfield’s principal business is the development and operation of software programs that provide tailor-made data management and marketplace solutions for companies worldwide. Interfield operates in Dubai, U.A.E through its only wholly owned subsidiary, Interfield Software Solutions LLC (the “ Interfield Subsidiary ”).

The Company’s headquarters is located at 910, The Yes Business Centre, Al Barsha 1, Dubai, United Arab Emirates, P.O. Box 78020.

Reverse Takeover Transaction

On March 2, 2022, the Company entered into a non-binding letter of intent (the “ LOI ”) with Highbury Projects Inc. (“ Highbury ”) pursuant to which the Company and Highbury entered into a business combination by way of a share exchange arrangement (the “ Transaction ”) which resulted in the Company and its sole subsidiary becoming directly or indirectly wholly-owned subsidiaries of the Highbury (upon completion of the Transaction, referred to as the “ Resulting Issuer ”, “ IFS Global Software Inc. ” or “ IFS ”). The Transaction therefore resulted in a reverse take-over of Highbury by the Company whereby the existing shareholders of the Company owned a majority of the outstanding common shares of the Highbury (the “ Highbury Shares ”).

On August 25, 2022, the Company entered into a binding share exchange agreement with Highbury and the shareholders of the Company (the “ Definitive Agreement ”) in connection with the Transaction. Pursuant to the Definitive Agreement, Highbury issued 250,000,000 Highbury Shares in exchange for 1,137,084 ordinary shares of Interfield (the “ Interfield Shares ”).

On February 15, 2023, Highbury completed the Transaction to which it acquired all of the issued and outstanding Interfield. Concurrent with the closing of the Transaction, the Resulting Issuer effected a share split on the basis of 3.44:1 and changed its name to “IFS Global Software Inc.” Immediately after the closing of the Transaction, the Resulting Issuer effected a share consolidation on the basis of 2.86:1 and the business of the Resulting Issuer became the business of Interfield, which consisted of software development for data management and marketplace solutions.

Prior to the closing of the Transaction, the Company received approvals from both the TSX Venture Exchange (“ TSXV ”) and the Neo Exchange Inc. (the “ NEO ”), respectively, to effect a technical migration of the common shares of the Resulting Issuer (“ IFS Shares ”) from the TSXV to the NEO. The IFS Shares were delisted from the TSXV as of close of business on February 13, 2023 and were listed on the NEO for markets open on February 14, 2023 under the trading symbol “IFS”.

General Development of the Business

including but not limited to, oil and gas, mining and renewables. The Company operates two divisions: the data management division and the e-commerce division through its subsidiary, the Interfield Subsidiary.

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The featured product of the data management division is ToolSuite - a data collection platform with multiple features and functionality. ToolSuite’s users are charged a monthly software service fee, in addition to any applicable development fee for customized modules which are available upon request. ToolSuite is used across multiple industries, more information in the “ ToolSuite ” section below.

Interfield owns a proprietary e-commerce platform called Equipment Hound. It is an innovative industrial equipment marketplace that manages a catalogue of equipment from various signed suppliers whereby Interfield receives a commission on any equipment sold. Equipment Hound also provides procurement solutions such as request for quote, logistics support and third-party verification. See “ Equipment Hound ” section for further details.

ToolSuite Platform

Many companies in Interfield’s target markets still rely on paper or Excel templates for their daily operational reporting. This current system leads to operational inefficiencies such as the loss and underutilization of data.

ToolSuite is a data management platform that digitizes industrial processes for companies that are currently utilizing outdated reporting systems for their operational data management needs. Through ToolSuite, users receive real-time auditable data and interactive statistics allowing them to have in-depth visibility into their operations. The main components of the ToolSuite platform include, but not limited to, data permissions, customizable data lists, report customization, centralized database, back-end analytics, interface ability, as well as both online and offline capabilities.

The ToolSuite platform is customizable and specifically designed to fit the users’ current reporting structure. Once a user account is set up, the operational personnel signs into ToolSuite and completes the reports that they would otherwise be filling out on the Excel or paper template. The data collection on ToolSuite allows management personnel and other members of the team located elsewhere to have access to these reports in real time. In addition, the ToolSuite platform has the ability to process and analyze all of the inputted data to provide relevant insights and analysis, which enables management personnel to make more efficient and informed decisions. Users have access to multiple statistical tools

including bar graphs and automated management reports. For instance, the platform can generate charts showing different data points such as revenue, job counts, non-productive time and feedback scores to support and accommodate users’ specific needs. The in-depth management reports provide a holistic overview on operations, revenue, equipment utilization and other factors during any period of time.

ToolSuite is a cloud-based platform hosted on Microsoft Azure. The platform provides a dedicated private server for each user to ensure the privacy and security of their data. ToolSuite Lite, an extension of ToolSuite, is an offline application that allows users to input data on the platform in geographical locations with limited internet connectivity. The ToolSuite extension is downloaded to the user’s desktop or tablet and mirrors the ToolSuite data input screen. Once internet connection is established, ToolSuite Lite automatically syncs the data to the ToolSuite cloud to prevent the double entry of data.

Once ToolSuite is fully integrated, users experience a significant increase in productivity since the platform automates and streamlines activities that would traditionally be completed using outdated systems such as Excel or paper templates. In addition, ToolSuite substantially improves the user’s invoicing cycles since the platform eliminates the delay associated with generating daily operations reports which traditionally takes about 30 days or more for companies in Interfield’s target industries.

Interfield intends to continue to develop ToolSuite by building more features and functionality for new industries. In addition, Interfield intends to integrate blockchain solutions into ToolSuite’s current structure.

Equipment Hound Marketplace

Equipment Hound is an innovative industrial equipment marketplace that manages a catalogue of equipment from various signed suppliers across different industries including oil and gas, mining, construction, automotive, renewables, maritime and more. Equipment Hound offers end-to-end procurement solutions for its users. The main components of Equipment Hound include, but not limited to, an interactive product catalogue and an in-platform chat function that allows buyers and suppliers to communicate during the various stages of a sale.

Equipment Hound was launched in November 2021 and is under continuous development in order to build additional features to enhance the user experience. Interfield also intends on integrating blockchain solutions into the platform.

Material Agreements

During the financial year ended December 31, 2022, the Company entered into various material agreements, which has had an effect on the Company’s business including:

On March 4, 2022, Al Mansoori Petroleum Service LLC agreed to an extension of the current contract whereby the Company will charge $90,000 for development and an increased SaaS fee from $2,000 per month to $10,000 per month.
Throughout the fiscal year 2022, the Company signed membership agreements with Claymore International Trading FZE, Rent Direct Asia Limited, SandPro LLC, Austrian Kurdish Oilfield Services, Castle Pumps Ltd, Dynamix Energy, BiM2M ESP and Forest Company to provide
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unlimited access to the Company’s services which includes organizing, uploading, and updating pictures on the Equipment Hound marketplace, contacting potential clients, organizing all marketing initiatives associated with the marketplace, cloud-based hosting, negotiation and facilitating the purchase and unlimited upload of additional equipment.

On August 1, 2022, Interfield deployed a new explosives module for Thailine Resources Ltd. (“ Thailine ”). Thailine assisted Interfield in developing the module on ToolSuite to allow users to track the movement of explosives between different locations and enabling Thailine to manage various explosive licenses using the new module.

OVERALL PERFORMANCE

The Company’s continuing operations are dependent upon its ability to raise capital and generate cash flows. At December 31, 2022, the Company had a working capital deficiency of $2,064,636 (December 31, 2021 – deficiency of $486,042), had not generated sufficient revenues to cover expenses and had an accumulated deficit of $7,428,250 (December 31, 2021 - $6,237,095). These financial statements for the year ended December 31, 2022 do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue in existence. The continuation of the Company as a going concern is dependent on generating future cash flows and obtaining necessary financing to fund ongoing operations.

Net loss for the year ended December 31, 2022 was $1,195,155 compared to a net loss of $699,129 in the comparative year ended December 31, 2021. The net loss experienced in the current year is the result of mostly general and administrative expenses such as salaries and other employee cost, consultancy fees, and miscellaneous expenses. There were also corporate listing fees and legal fees associated with the Transaction.

In March 2020, the World Health Organization recognized the outbreak of COVID-19 as a global pandemic. The COVID-19 pandemic and government actions implemented to contain the further spread of COVID-19 have severely restricted economic activity around the world. These factors indicate the existence of material uncertainties, which may cast significant doubt upon the Company’s ability to continue as a going concern.

SELECTED ANNUAL INFORMATION

The following financial data is derived from Interfield’s annual audited financial statements for the fiscal years ended December 31, 2022, 2021 and 2020:

	2022	2021	2020
Total revenue	$ 236,767	$ 71,600	$ 64,211
Gross profit (loss)	154,321	71,600	64,211
General and administrative expenses	1,386,817	770,729	770,729
Net income (loss)	(1,191,155)	(699,129)	(756,350)
Comprehensive income (loss)	(1,191,155)	(699,129)	(756,350)
Working capital	(2,064,636)	(486,042)	(104,802)
Intangible assets	3,028,281	2,418,622	2,004,962
Total assets	3,445,982	3,657,615	2,524,478
Total liabilities	$ 9,916,583	$ 8,937,061	$ 7,102,336

RESULTS OF OPERATIONS

The table below details the major changes in general and administrative expenses for the year ended December 31, 2022 as compared to the corresponding year ended December 31, 2021.

Expense	Amount of increase / decrease from comparative period	Explanation for Change
Business travel expenses	Increase of $64,561	Increase due to business travel to North America during the period.
Corporate listing fees	Increase of $178,685	Increase due to the Company’s application for a NEO Exchange listing during the current period.
Professional fees	Increase of $199,704	Increase was due legal and accounting fees paid in relation to the reverse takeover transaction that closed in February 2023.

The table below details the major changes in general and administrative expenses for the three months ended December 31, 2022 as compared to the corresponding period ended December 31, 2021.

Expense	Amount of increase / decrease from comparative period	Explanation for Change
Business travel expenses	Decrease of $13,932	Decrease due to reduction in international travel during the current period.
Corporate listing fees	Increase of $116,393	Increase due to the Company’s application for a NEO Exchange listing during the current period.
Professional fees	Increase of $199,704	Increase was due legal and accounting fees paid in relation to the reverse takeover transaction that closedin February2023.

SUMMARY OF QUARTERLY RESULTS

The following selected quarterly financial information is derived from the condensed interim financial statements of Interfield:

	Dec 31, 2022	Sep 30, 2022	Jun 30, 2022	Mar 31, 2022
Revenue	$ 12,300	$ 89,867 $ 22,300		$ 112,300
Gross profit (loss)	3,679	16,042	22,300	112,300
General and administrative expenses	577,413	283,793	308,772	216,839
Net income (loss)	(573,734)	(267,751)	(283,483)	(66,187)
Income (loss) per share-basic and diluted	$ (11.47)	(5.36)	$ (5.67)	$ (1.32)

	Dec 31, 2021	Sep 30, 2021	Jun 30, 2021	Mar 31, 2021
Revenue	$ 12,300	$ 32,300	$ 13,500	$ 13,500
Gross profit (loss)	12,300	32,300	13,500	13,500
General and administrative expenses	251,512	177,783	188,758	152,676
Net income (loss)	(238,012)	(164,283)	(156,458)	(140,376)
Income (loss) per share-basic and diluted	$ (4.76)	$ (3.28)	$ (3.13)	$ (2.81)

General and administrative expenses was higher in the quarter ended December 31, 2022 due to increase travel and professional fees related to the Transaction that closed in February 15, 2023.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2022, Interfield does not generate cash from operations and finances its activities by borrowing funds from shareholders from time to time.

As at December 31, 2022 and December 31, 2021, Interfield’s liquidity and capital resources are as follows:

		December 31,	December 31,
		2022	2021
Cash and cash equivalents	$	43,071 $	84,994
Accounts receivable		55,073	880,916
Deposits, prepayments and other receivables		67,963	53,669
Due from related party		247,604	216,528
Total current assets		413,711	1,236,107
Accounts payable		610,664	1,161,100
Accruals and other payables		350,605	354,027
Due to related party		1,517,078	207,022
Total current liabilities		2,478,347	1,722,149
Workingcapital deficiency	$	(2,064,636) $	(486,042)

As at December 31, 2022, Interfield had cash and cash equivalents of $43,071 (December 31, 2021 - $84,994 ). As at December 31, 2022, Interfield had a working capital deficiency of $2,064,636 (December 31, 2021 – deficiency of $486,042).

Interfield’s continuation as a going concern is dependent upon its ability to raise capital and generate cash flows. The Company is actively working on raising additional capital to meet its working capital requirements and long term obligations. See “Risks and Uncertainties”.

Commitments

As at December 31, 2022, the Company has no commitments greater than 12 months.

OFF BALANCE SHEET ARRANGEMENTS

As at December 31, 2022, the Company has no off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

The Company in the normal course of business, carries out transactions with other business enterprises that fall within the definition of related party contained in International Accounting Standard (IAS 24). These transactions are at rates agreed between the parties. These transactions are carried out at terms agreed by the management with related parties. The period end balances with related parties as at December 31, 2022 and December 31, 2021 are as follows:

Due from Related Parties Star Runner Corp. Steele Hemmerich Harold Hemmerich	December 31, 2022 December 31, 2021
	1,377 - 601 245,626 216,528
	247,604 216,528

Due to Related Parties Leaderstar Machinery Rental Leaderstar Solutions Corp. Dain Hemmerich Harold Hemmerich	December 31, 2022 December 31, 2021
	816,922 - 400,349 - 2,617 - 297,190 207,022
	1,517,078 207,022

Leaderstar Machinery Rental is owned by Harold Hemmerich (CEO and director of IFS).

Leaderstar Solutions Corp. is owned by Steele Hemmerich (President of IFS) and Dain Hemmerich (COO of IFS).

Star Runner Corp. is owned by Leaderstar Solutions Corp.

Fourth Quarter

There were no material events that affected the Company’s financial condition, performance, or cash flows in the fourth quarter.

Proposed Transactions

As of the date of this MD&A, the Company does not have any proposed transactions.

RISKS AND UNCERTAINTIES

The Company’s principal business is the development and operation of software programs that provide tailor-made data management and marketplace solutions for companies worldwide and as such is exposed to a number of risks and uncertainties that are not uncommon to other companies in the same business. Some of the possible risks include, among others, the following:

The Company’s limited operating history makes it difficult to evaluate the Company’s current business and forecast future results.
The Company’s future performance is dependent on key personnel. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company.
There is no assurance that the Company will be able to secure the funds needed for future development and operations, and failure to secure such funds could lead to a lack of opportunities for growth or cause the cessation of its business.
The Company’s primary revenues are expected to be achieved in Middle East, North Africa and South East Asia (MENASEA) and North America. However, the Company may expand to markets outside of the aforementioned countries and become subject to risks normally associated with conducting business in other countries. The Company cannot predict government positions on such things as foreign investment, intellectual property rights or taxation. A change in government positions on these issues could adversely affect the Company’s business.
The COVID-19 pandemic and government actions implemented to contain the further spread of COVID-19 have severely restricted economic activity around the world. As a result of the pandemic, the Company may experience disruptions in our operations, liquidity, supply chain and ability to secure additional financing.
Adverse changes in the global economy could negatively impact the Company’s business. Future economic distress may result in a decrease in demand for the Company’s products, which could have a material adverse impact on the Company’s operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing and publishing products, increase the cost and decrease the availability of sources of financing, and increase the Company’s exposure to material losses from bad debts, any of which
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could have a material adverse impact on the financial condition and operating results of the Company.

The continuance or escalation of military tensions between Russia and Ukraine and economic sanctions in relation thereto, or otherwise, could have a material adverse effect on the Company’s results, operations or financial condition.

CRITICAL ACCOUNTING ESTIMATES

The accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations and may require management to make judgements or rely on assumptions about matters that are inherently uncertain. The Company’s results of operations are reported using policies and methods in accordance with IFRS. In preparing financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the period. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.

The Company prepares its financial statements in accordance with IFRS, which require management to estimate various matters that are inherently uncertain as of the date of the financial statements. Accounting estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimate are reasonably likely to occur from period to period and would materially impact the Company’s financial statements. The Company’s significant accounting policies are discussed in the financial statements. Critical estimates in these accounting policies are discussed below.

Warrants

When warrants are issued as units that comprise of a combination of shares and warrants, the value is assigned to shares and warrants using the relative fair value method. When warrants are issued as a separate instrument, the fair value of the warrants is determined based on a Black-Scholes option-pricing model.

Carrying values of intangible assets

The Company assesses the carrying value of its intangible assets annually or more frequently if warranted by a change in circumstances. If it is determined that carrying values of assets cannot be recovered, the unrecoverable amounts are charged against current earnings. Recoverability is dependent upon assumptions and judgments regarding market conditions, cost of operations and sustaining capital requirements. Other assumptions used in the calculation of recoverable amounts are discount rates and future cash flows. A material change in the assumptions may significantly impact the potential impairment of these assets.

Impairment

Assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts and also at each reporting period. The assessment of the carrying amount often requires estimates and assumptions such as discount rates, future capital requirements and future operating performance.

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Useful lives of intangible assets

Estimates of the useful lives of intangible assets are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances.

Recovery of deferred tax assets

Judgment is required in determining whether deferred tax assets are recognized on the statement of financial position. Deferred tax assets, including those arising from un-utilized tax losses require management to assess the likelihood that the Company will generate taxable earnings in future years, to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future years.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Designation and Valuation of Financial Instruments

The three levels of the fair value hierarchy are: Level 1: unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3: inputs that are not based on observable market data.

The Company enters into financial instruments to finance its operations in the normal course of business. The fair values of receivables and payables approximate their carrying values due to the short- term maturity of these instruments.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk in relation to the Company refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. Key areas where the Company is exposed to credit risk are accounts and other receivables and bank and cash balances and derivative financial assets (liquid assets). The Company has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company attempts to control credit risk by

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monitoring credit exposures, limiting transactions with specific non-related counter-parties and continually assessing the creditworthiness of such non-related counter-parties.

Management believes that the concentration of credit risk is mitigated by high credit worthiness and financial stability of its customers.

Balances with banks are assessed to have low credit risk of default since these banks are among the major banks operating in the UAE that are highly regulated by the central bank.

Accounts receivables, balances with banks and derivative financial assets are not secured by any collateral. The amount that best represents maximum credit risk exposure on financial assets at the end of the reporting year, in the event counter parties fail to perform their obligations generally approximates their carrying value.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

Liquidity risk refers to the risk that the Company will encounter difficulty in meeting obligations associated with the financial liabilities at maturity date. The Company manages the liquidity risk through risk management framework for the Company’s short, medium and long-term funding and liquidity requirements by maintaining adequate reserves, sufficient cash and cash equivalent to ensure that funds are available to meet its commitments for liabilities as they fall due.

Capital management

The capital is being managed by the Company in such a way that it is able to continue as a going concern while maximizing returns to investors. The Company’s overall strategy remains unchanged from the previous year. The capital structure of the Company consists of equity and retained earnings. As a risk management policy, the Company reviews its cost of capital and risks associated with each class of capital. The Company balances its capital structure based on the above review.

The Company’s operations currently do not generate cash flow. The Company depends on equity sales and loans to assist in financing its operations and to cover administrative and other expenses. The Company may encounter difficulty sourcing future financings. This could further hinder the Company’s ability to continue operations. The Company is continuing its focus on looking for financing opportunities, additional revenue sources and on cost reduction and controlling overhead costs.

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SUBSEQUENT EVENTS

On February 15, 2023, the Company completed the Transaction with Highbury to which all of the issued and outstanding Interfield Shares were acquired pursuant to the Definitive Agreement. Following the completion of the Transaction, the Company became a wholly owned subsidiary of the Resulting Issuer.

In connection with the Transaction, Interfield completed a non-brokered private placement of subscription receipts (the “ Subscription Receipts ”) on February 9, 2023 for aggregate gross proceeds of approximately $2,002,924, through the issuance of 40,876 Subscription Receipts at a price of $49 per Subscription Receipt.

The IFS Shares were delisted from the TSXV as of close of business on February 13, 2023 and were listed on the NEO for markets open on February 14, 2023 under the trading symbol “IFS”.

OUTSTANDING SHARE DATA, OPTIONS AND WARRANTS

	As at December 31, 2022	As at *March 31, 2023 **
Common shares	50,000	104,379,592
Common shares – fully diluted**	50,000	208,231,759
Stock options – outstanding	Nil	Nil
Stock options – exercisable	Nil	Nil
Sharepurchase warrants	Nil	103,852,167

The IFS Shares and common share purchase warrants outstanding represent the share capital for IFS Global Software Inc. (formerly, Highbury Projects Inc.) which completed the Transaction with the Company on February 15, 2023.
** The fully diluted number of common shares above represents the total number of IFS Shares that would be outstanding if all possible sources of conversion (all stock options outstanding and share purchase warrants) were exercised.

DIVIDEND REPORT AND POLICY

Interfield has not paid any dividends to date and intends to retain its future earnings, if any, for use in its business and does not expect to pay dividends on its shares in the foreseeable future.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The information provided in this report, including the Financial Statements, is the responsibility of management. In the preparation of these Financial Statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying Financial Statements.

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Management maintains a system of internal controls to provide reasonable assurance that Interfield’s assets are safeguarded and to facilitate the preparation of relevant and timely information.

OTHER MD&A REQUIREMENTS

Additional information relating to Interfield may be found on or in:

Interfield’s website at www.interfieldsolutions.com.
Interfield’s audited financial statements for the year ended December 31, 2022.
The listing document dated February 15, 2023 in connection with the Transaction.

This MD&A has been approved by the Board effective March 31, 2023.

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