iSIGN Media Solutions Inc. — Management Reports 2021

Apr 1, 2021

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iSIGN Media Solutions Inc.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

ATTRACT. TRANSACT. MEASURE.

ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

This Management Discussion and Analysis (“MD&A”) provides relevant information on the operations and financial condition of iSIGN Media Solutions Inc. (the “Company” or “iSIGN”) for the nine months ended January 31, 2021. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended April 30, 2020 and 2019. This discussion contains forward-looking information that is qualified by reference to and should be read in conjunction with the Caution Regarding Forward Looking Statements below.

This MD&A provides information that the management of iSIGN believes is important to assess and understand the results of operations and financial condition of the Company. Our objective is to present readers with a view of iSIGN from management’s perspective by interpreting the material trends and activities that affect the operating results, liquidity and financial position of iSIGN. All monetary amounts unless otherwise specified are expressed in Canadian dollars.

Additional information relating to iSIGN is available on SEDAR, at www.sedar.com. The common shares of the Company are listed for trading on the TSX Venture Exchange under the trading symbol ISD-V. In addition, iSIGN is listed on the OTC under the trading symbol ISDSF. For more information on the Company, please visit our website at www.isignmedia.com.

This MD&A is current as of March 31 2021.

iSIGN’s audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Caution Regarding Forward-Looking Statements

Readers are cautioned that actual results may differ materially from the results projected in any “forward-looking” statements included in the foregoing report, which involve a number of risks or uncertainties. This MD&A contains “forward-looking statements” and “forward-looking information” within the meaning of the applicable Canadian securities legislation. Forward-looking statements are not historical facts and include statements regarding the Company’s planned development activities, anticipated future profitability, losses, revenues, expected future expenditures, the Company’s intention to raise new financing, sufficiency of working capital for continued operations and other statements regarding anticipated future events and Company’s anticipated future performance.

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “continue”, “anticipates” or “does not anticipate”, or “believes” or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. All forward-looking statements are based on our beliefs and assumptions based on information available at the time the assumption was made. While iSIGN considers its assumptions to be reasonable and appropriate based on the current information available, there is a risk that they may not be accurate. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievement of iSIGN to be materially different from those expressed or implied by such forwardlooking statements, including but not limited to risks related to the integration of acquisitions, as well as those factors discussed in the section entitled “Risk Factors” in this MD&A. Before making any investment decisions and for a detailed discussion of the risks, uncertainties and environment associated with our business, fully review the section entitled “Risk Factors” in this MD&A.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Caution Regarding Forward-Looking Statements – continued

readers should not place undue reliance on forward-looking statements. iSIGN does not undertake to update any forward-looking statements that are incorporated by reference herein, except as required by law

Background

iSIGN is a Software-as-a-Service (“SaaS”) company with technology and hardware that allows for security and safety messaging as well as commercial messaging in proximity. Creators of the Smart suite of products, a patented interactive proximity messaging technology, iSIGN provides the technology and hardware to enable end-users to deliver messages to mobile devices, with real-time reporting and analytics and data gathering and storage capabilities that can be monetized. The Company continues to develop new software, while improving our products with key input from our major clients and partners.

From a technology perspective, iSIGN’s SaaS solutions have the capability to measure and record data that had previously been regarded as invisible. i.e., how many people passed that location at what time and how long did they dwell? Data itself has real value and the ability to mine that data is critical to any business.

From a commercial perspective, iSIGN solutions have the ability to generate offers in real time, at the point of decision. It incorporates the context of geolocation, time and when integrated with a loyalty program, incredibly personalized offers which in turn drive greater loyalty.

From a social perspective, there is a need for government agencies and organizations to be able to communicate with large numbers of people to advise them of safety and security concerns. The solution is also able to provide data on the presence of people with a smart phone – a useful feature for first responders who may be attempting to locate people who cannot announce their location or situation.

Data is central to iSIGN’s value proposition. Data is the most valuable resource of the 21[st] century. The ability to “attract, interact and transact” captures the essence of the value that we offer in any situation.

iSIGN’s core technology is patent protected, having received from the United States Patent and Trademark Office Patent No US 8,781,887 B2 for the Company's "method and system for out-of-home proximity messaging and for delivering awareness information" on July 15, 2014.

Additionally, our core technology has been accepted for grant by the Malaysian Patent Office, grant number is MY173353-A (PI 20084438), with the date of grant being January 20, 2020.

iSIGN’s hardware products consists of: (i) the Smart Antenna, a commercially built, all-weather and waterproof unit that utilizes Bluetooth® and Wi-Fi to deliver messages and rich media content within a scalable 100 meter/300 foot radius; and (ii) iSIGN POD wireless devices, a beacon-like unit with the major point of difference being that iSIGN’s PODs use a unique and exclusive ‘app enabler’ that allows for the download of the ‘enabler’ just once to receive all messages regardless of location. Additionally, iSIGN has its Smart Player, a prototype unit that in addition to the Smart Antenna features includes digital signage player functionality, manages the content on digital signage, allows for wireless connectivity and increases the number of simultaneous connections with mobile devices.

Regardless of the hardware unit used, iSIGN gathers information on the messaging sent, accepted, rejected or ignored, in full privacy and does not collect or store information that is personal and private in nature. As iSIGN’s technology can be used for clients’ loyalty programs, the Company has the ability to gather and store individuals’ personal information should the individual choose to disclose their private information as a condition of joining the loyalty program.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Background – continued

iSIGN completed development of its Security Alert Messaging (“SAM”) solution in August 2017. SAM is a unique and exclusive proximity-based security and safety alert system, allowing alerts and messages to be delivered by a variety of methods, including email, text message and direct to a device’s notification bar. This sophisticated software solution can be integrated onto any iSIGN Smart Antenna network or stand-alone location. The addition of SAM to an iSIGN Smart Antenna network offers a very high value-added dual function – commercial messaging by the Smart Antenna and security messaging by SAM – commerce and safety in one exclusive package. The system was conceived to offer immediate instruction to the public in the event of any type of natural or man-made disaster to mitigate confusion and avoid injury and potential loss of life. This is achieved by utilizing virtually all methods of messaging to mobile devices to ensure timely individual and mass receipt of security/safety notices.

iSIGN’s SAM solution is hyper-location based, meaning the location using our technology has full control over the sending of security alerts to individuals who have registered for the receipt of messaging. SAM provides for messages to be sent in many ways, based on how individuals register themselves for alerts – text messages; via downloaded iSIGN SAM apps for Android and Apple mobile phones; emails; etc. It also allows for integration into existing security systems as well as for advising first responders of issues.

SAM can also be used to deliver ‘normal’ messaging to its registrants, a feature that is of great interest to end-users who are looking to communicate with its employees to alert them of work-related matters thus increasing workplace efficiencies.

iSIGN’s SAM technology has been generally reviewed by various US and Canadian insurance brokers and companies who have acknowledged in writing that the use of SAM would result in insurance cost rebates/premium reductions. This is important in that it helps potential end users in the calculation of a Return on Investment (“ROI”) on their investment.

iSIGN has added wireless connectivity as an option for its Smart Antennas by entering into an agreement with Mtrex Network Solutions Inc. (“MTREX”), a leading provider of secure, global wireless connectivity solutions. Adding the modem to our Smart Antenna allows for the use of our hardware in areas where there is no fixed data network or in cases of clients’ preference for wireless connectivity, which is important to achieve planned installations of our hardware into vehicles of all types – buses, subways, trucks and emergency vehicles for example. While the MTREX modem can be used as a separate device, iSIGN’s intent is to integrate MTREX’ modems into the Smart Antenna.

While Commercial messaging requires the use of iSIGN’s hardware, SAM is a cloud-based software system that does not require hardware to deliver security alerts and other communications. Alerts and messages are delivered to those individuals who have registered to receive these communications. SAM can be integrated with Smart Antennas to deliver security messaging to those individuals who haven’t registered for safety messaging but are in proximity to our hardware units.

On July 31, 2019, iSIGN was announced as one of four companies to be selected by the City of Richmond Hill as one of their Innovator of the Year award recipients for 2019. This is an annual award to Richmond Hill located companies recognizes those firms that are transforming industries and are presented to those companies who are judged to be disruptive innovators that bring state-of-the-art technologies and processes to the world. iSIGN is proud to be recognized for its transformative technologies.

On November 7, 2019, iSIGN announced that they had become an approved vendor to the government of Ontario. This acceptance is the first step in being considered for involvement in any Ontario government project requiring the Company’s specialized technology and hardware for messaging, including safety and security.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Background – continued

iSIGN’s goal is to become the leading interactive proximity security and mobile messaging solution worldwide. Visit iSIGN’s website at www.isignmedia.com to view various videos on the Company and its technology.

Outlook

For economic reasons, the Company utilizes resellers as their sales force to promote the Company’s technology for both commercial proximity messaging and for security and safety messaging to mobile devices. iSIGN and its resellers are confident that the Company’s proven ability to deliver messaging to mobile devices will result in contracts with end-clients for both security and commercial purposes.

iSIGN’s technology was introduced to Hi-Tek Media (“Hi-Tek”), a Nevada based marketing/advertising company, in the late summer of 2018. Since that time, Hi-Tek has purchased, tested and installed iSIGN’s Smart Antennas and PODS, in both brick-and-mortar locations and on emergency vehicles operating in Las Vegas and surrounding areas.

Hi-Tek’s stated immediate intention is to provide the mobile Smart Antenna solution along with typical stationary installations in hotels, casinos and other municipal structures for both commercial and security alert messaging throughout Las Vegas. Our reseller and its partners recognize that these installations fit within the city’s plans to become a digital smart and safe city.

In mid-March of 2019 once they satisfied themselves that messaging could be delivered and received from a mobile installation, Hi-Tek announced their intention to launch a mobile and fixed location digital network they branded under the of name Omni Veil Digital Platform (“Omni Veil Network”), powered purely by iSIGN technology and hardware. A reseller agreement was subsequently signed effective April 1, 2019 and a purchase order for 1,000 Smart Antenna and for 1,000 SAM licenses was issued.

The precursor of the launch of the Omni Veil Network, was the branding of iSIGN’s app-enabler under the name of Omni Veil and its acceptance into both Google and Apple app stores. The Omni Veil app became available in the Google store May 1, 2019 and in Apple’s App Store on July 12, 2019 for download. With this step completed, Hi-Tek has expanded its promotion of the Omni Veil Network with its various nationwide and regional advertisers including, but not limited to, insurance companies and beverage firms. Additionally, Hi-Tek is promoting its network to various companies and organizations to grow and expand their network locations and revenues.

Hi-Tek launched its Omni Veil Network in Nevada, with its next stage expansion to include Texas, Illinois, Florida and Massachusetts with later expansion into additional states. Their target markets include major nationally known brands, professional sports teams, medical offices, hotels and casinos, government agencies, tourist areas and major retailers.

During October 2019, Hi-Tek incorporated Omni Veil Inc. (www.theomniveil.com) as a separate entity to handle the running of the Omni Veil Network. In late October 2019 iSIGN shipped the first 100 Smart Antennas, POD units and modems to Hi-Tek, with installations into emergency vehicles and brick and mortar locations commencing in November.

The onset of the COVID-19 pandemic and resulting restrictions that were enacted throughout North America in the later part of March 2020 has impacted Hi-Tek’s ability to meet and present our technologies to potential advertisers and end users and undertake required proof of concept programs, directly impacting on their ability to draw down shipment of units from their 1,000 Smart Antenna purchase order.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Outlook - continued

The COVID-19 situation, however, provided us with the opportunity to promote our SAM technology to the Seniors’ Care channel (retirement and nursing homes) as a method of providing faster and improved communications between the homes and residents’ family members as well as staff and residents relating to COVID-19 and for more normal communications.

This opportunity led to a partnership with a Canadian based company, Corbiz Strategies (“Corbiz”), to introduce SAM to their contacts at seniors’ homes and long-term care facilities across the country (www.corbizstrategies.com). We agreed to have our SAM technology private labeled by Corbiz as CorComm.

The desires and requirements of the Seniors’ Care channel has spurred SAM refinements and enhancements, including: (i) the ability to mass registrations SAM subscribers, (ii) customer specific backends; and (iii) the ability to private label our SAM technology. The enhancements resulted in our Android and Apple apps having to be resubmitted and reapproved to be in their app stores. Our apps have received their approval and are available for download.

On December 7, 2020 the Company announced a signed reseller agreement with USA Entertainment Ventures, LLC (“Entertainment”) and Family of Companies (www.mobilehwyadsgov.com) for a five-year period. Entertainment and its related companies operate in a number of different channels, including vehicular highway advertising, and sports stadium and arena advertising,

Additionally, iSIGN is in in varying stages of discussions with other potential resellers/end users, but none have as of yet progressed to the stage of signed reseller agreements or issued purchase orders.

The Company continues to investigate the raise of capital through equity or debt financing until such time as the Company can support its activities through its own cash flow.

Generally, the opportunities discussed under the 'Outlook' section are on a best-efforts basis and there is no guarantee that any of these potential deals will be successful and result in significant future revenues.

Selected Annual Information

	For the Nine Months	For the Nine Months	ended January 31,
		2021	2020
Total revenue	$	1,136	$ 11,413
Net loss		700,944	885,122
Basic and diluted loss per share		0.005	0.007
Total assets		109,590	133,078
Total non-current financial liabilities		302,337	302,337

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Financial Highlights

Summary Results

The following table details the financial highlights for the fiscal years ended January 31, 2021 and 2020:

Revenues Sales Total Revenue Gross Profit/(Loss) Expenses Selling and marketing General and administration Depreciation – property and equipment Amortization – intangibles Research and development Loss on disposal of assets Interest Accretion interest Total expenses Net loss from operations COVID-19 funding Net loss and comprehensive loss	2021 2020 Increase/(Decrease)
	$1,136 $11,413$ (10,277)
	1,136 11,413 (10,277)
	(11,419) (2,691) (8,728)
	621 2,819 (2,198) 472,934 581,627 (108,693) 1,096 1,152 (56) 2,772 2,774 (2) - 26,000 (26,000) 3,888 - 3,888 174,621 169,102 5,519 73,593 98,957 (25,364)
	729,525 882,431 (152,906)
	$ (740,944) $ (885,122) $144,178
	(40,000) - 40,000
	$ (700,944) $ (885,122) $184,178

In the nine months ending January 31, 2021, the net loss and comprehensive loss decreased by $184,178 to $700,994, predominately due to decreased costs for accretion interest, general and administration and research and development, as well as to COVID-19 funding forgiveness. The loss per share decreased by $0.002 .

Discussion - Financial Results

Revenues

• Sales – are derived from the sale of Smart Antennas, PODs and related ancillary equipment.

Gross Margin

• Gross margin is impacted by revenue volumes, as well as by standard on-going monthly costs that are independent of sales volumes, such as data storage and the purchase of directly expensed ancillary hardware.

Interest and accretion interest

• Interest decreased primarily due to the reduced accretion interest resulting from not incurring new convertible securities in fiscal 2020 and the nine months ended January 31, 2021.

Research and development

• Research and development costs are dependent on the timing of when projects are undertaken and the related incurred costs during those periods.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Financial Highlights – continued

Discussion - Financial Results - continued

Amortization and depreciation

• Amortization and depreciation are fully dependent on remaining asset life and capital assets purchased during each fiscal year.

COVID-19 Funding

• Represents the forgivable portion of the Canada Emergency Business Account (“CEBA”) interest free loans to support businesses during the Novel Coronavirus (‘COVID-19”) pandemic.

Discussion on other financial line items is presented in the ‘Results’ section of the Management, Discussion and Analysis.

Business, Products and Strategy

The Company’s SaaS technology consist of security/safety alert messaging, known as SAM and proximity-based commercial messaging to mobile devices.

The Company’s SAM solution is a sophisticated software solution for security and safety messaging system, that is hyper-location based, meaning the location using iSIGN’s technology has full control over the sending of security alerts to individuals who have registered to receive them. SAM can be integrated onto any iSIGN Smart Antenna network or used as a stand-alone non-hardware option. SAM can utilize virtually all methods of messaging (SMS, email, push and Wi-Fi messaging) to mobile devices to ensure timely individual and mass delivery of security/safety notices.

SAM’s back-end system allows clients full control over their own messaging – message content and the timing for sending of the message; details concerning each message, such as the importance of the message; delivery method details, etc. The back-end system gathers and stores all information related to messaging registrants, such as names, cell phone numbers, email addresses, etc. as well as the tracking of messages that have been sent through the system, methods used and the receipt of messages by individual, etc.

Additionally, SAM can be used to simply communicate with anyone who has registered to receive SAM messages and alerts, thus making SAM an excellent tool for normal communications to staff and/or customers.

iSIGN’s commercial mobile messaging, requiring the Company’s Smart Antenna and PODs, in combination or as separate units, is an interactive proximity-messaging technology utilizing Bluetooth® and Wi-Fi to deliver relevant and timely messaging to any screen or mobile device, within a pre-set range. iSIGN serves rich media, permissionbased messages free of charge to consumers that can drive immediate brand engagement, increased customer loyalty and deliver higher Return on Investment (“ROI”) on marketing dollars spent while at all time respecting the individual’s privacy.

The Company’s back-end system for commercial messaging gathers and records the interaction of mobile devices with iSIGN technology. This data is entirely anonymous with regards to shoppers' privacy, as it does not collect or store any information of a personal nature, such as mobile phone number, name, email address, etc., while collecting and storing potentially valuable information that is both preference based and predictive on a variety of interactions with shoppers' mobile devices. This reporting of shopper metrics delivers business intelligence and insights into consumer behaviors that can help brands make better business decisions and measure their marketing efforts in real-time.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Business, Products and Strategy – continued

The Smart Antenna has been designed and constructed to exacting commercial-grade requirements. The Smart Antennas is a fully waterproof, all weather unit capable of withstanding extreme weather temperatures, ranging from -40° to +185° Fahrenheit. It can deliver messages to mobile devices utilizing Wi-Fi and Bluetooth® technology simultaneously, in full video with audio or, in simple static form. iSIGN can report on the interaction of consumers with the messaging in real-time.

All of iSIGN’s hardware units communicate with Android Smartphones via Bluetooth® and Wi-Fi, as well as with iPhones, iPads via Wi-Fi.

Smart Antennas appear as a free and open access point, a technique very familiar to mobile device users. Users simply connect with the unit and view content, which can include coupons, product info, videos, and games, within the web browser that is available on their phone. Content can be interactive and supports user polling and loyalty membership management.

iSIGN’s revenue streams include: (i) data management/broadcasting of commercial messaging, including iSIGN’s standard Analytic Reporting, charged monthly for the duration of each contract; (ii) data management/broadcasting of security alert messaging, including iSIGN’s standard Analytic Reporting, charged monthly for the duration of each contract; (iii) the sale, by either outright purchase or lease, of our hardware; (iv) licensing agreements, for the integration of our hardware and technology into other companies’ hardware; (v) data and analytic sales to our data reseller, Unacast and other third parties, as well as charges for non-standard Analytic Reporting to our clients; (vi) content creation, custom integration of customer loyalty data bases and additional API or software development; and, (vii) potentially, advertising revenue derived from hardware installations.

iSIGN’s current business model is to use selected regional resellers as its sales force to present and sell its technology and hardware.

While iSIGN believes that international markets have the potential for sizable revenues and will continue to respond to international requests for product information and possible reseller status, the Company’s primary focus and efforts are directed at the Americas. iSIGN’s expectations are that this is where the most immediate and largest growth potential will come from.

iSIGN now has in place: patented technology that enables both security and commercial messaging to be delivered to mobile devices; a software solution that addresses a major need in today’s world – proximity-based security and safety – that is desired by many channels (airports, transportation hubs, schools and campuses; shopping malls and cities); the all-weather Smart Antenna, capable and proven of being able to deliver messages to mobile devices via Bluetooth® and Wi-Fi; and a network of installed units that is currently expanding.

As previously stated, data is central to iSIGN’s value proposition. The ability to “attract, interact and transact” captures the essence of the value that we offer in any situation. Data has become the most valuable resource of the 21[st] century. It is gathered and used to generate revenue by social media companies and bloggers; internet shopping giants such as Amazon and others.

The Company continues to formally partner with other companies to expand its business. In addition to key players such as IBM, who have stated that the Company’s technology is their preferred source of proximity messaging content, iSIGN’s business partners include Baylor University, Verizon Wireless, TELUS, Conservaco and Unacast. The Company will continue to pursue business relationships to expand and grow its business in the North American and other markets.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Business, Products and Strategy – continued

Marketing and Pricing

The Company anticipates revenues for the Company’s SAM messaging and data management services will be generated by the charging of a registration fee for each person who registers to receive security and safety messages.

Revenues from the Company’s commercial broadcasting and data management services will be generated by the charging of a daily fee per hardware unit.

The Company’s standard pricing model for its Smart Antennas to pure SaaS pricing - a monthly rate that incorporates hardware with commercial mobile messaging. This pricing is designed to make entry into the proximity-based mobile messaging channel more manageable and cost efficient for potential clients by eliminating the need for upfront capital expenditures. While this is our standard pricing, should a client prefer to purchase or lease our hardware units, we will accommodate such requests.

As the use of iSIGN’s technology and hardware expands, the volume of information gathered from the interaction of mobile devices with the Company’s technology increases. With this information coming from a variety of locations, iSIGN anticipates that it will have the ability to sell this anonymous and other data to iSIGN’s data partner, Unacast, and potentially to other data companies.

As estimated by Dr. J. Tanner of Baylor University/Hankamer School of Business, the minimum commercial value of the Company’s data insights is $0.20 per insight.

Experts from Baylor University/Hankamer School of Business have stated that iSIGN’s gathered data has potential commercial value ranging from $0.20 for simple mobile insights to upwards of $4 for mobile insights integrated with point-of-sale information. The Company has shared samples of data/insights with its significant business partner that packages and sells data to global marketing customers and generally, the commercial value ranges have been confirmed as realistic.

The true value of iSIGN’s gathered data will come once the Company can integrate with clients’ POS systems. Dr. Tanner estimated that this resulting data could increase the commercial value of context-based insights to a range of $1.40 to $2.00 per linked-insight. If integrated into customers’ loyalty programs, where customers’ permissionbased identifications are included, these insights could have a commercial value range of $3 to $4 per integrated insight.

Opportunities in proximity messaging have emerged as the logical intersection of various trends:

The first trend is the emergence and acceptance of the Smartphone and other mobile devices. Smartphones and mobile devices are now extremely commonplace in today’s society. People always have one or more of their devices with them and use them constantly as they can provide immediate access to the world via the internet. Through their mobile devices, they conduct research, connect and share with others, and in many cases, make purchasing decisions.

Secondly, there is the growing realization that there is a need to be able to provide security and safety messaging to mobile devices in proximity to any specific location to enhance public safety. Public safety and security are on-going issues, especially in the United States, due to the numerous instances of shootings at public locations - schools, transportation hubs, concerts, etc.

The third trend is the expanding commercialization of consumer data reflecting shopping behaviour linked to digital/mobile incentives.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Business, Products and Strategy – continued

Opportunities in proximity messaging have emerged as the logical intersection of various trends - continued:

The final trend is digital signage, which provides a dynamic opportunity for retailers to promote their brands, their products, and their services via the full power of a multimedia solution.

Technology Development Strategy - Research and New Product Development

iSIGN’s core patented technology, ‘Method and System for Out-of-Home Proximity messaging and for Delivering Awareness Information of General Interest’ received its initial patent in the United States in July 2014.

The Company has commenced preliminary development of the Point-of-Sale Data Acquisition (“PDAQ”) software program that will allow purchase data from clients’ POS systems to be related to the mobile data gathered by iSIGN hardware in real time. This linking will help to potentially increase the valuation of iSIGN’s gathered data.

The Company has, over the past several months, added refinements and enhancements to its SAM product, including: (i) the ability to mass registrations SAM subscribers, (ii) customer specific backends; and (iii) the ability to private label our SAM technology. The enhancements resulted in our Android and Apple apps having to be resubmitted and reapproved to be in their app stores. Our new apps have received their approval and are available for download.

Performance Drivers

External factors that exist outside management's ability to control and are significantly key to the success in our business:

iSIGN strictly provides the technology and hardware to enable end-users to deliver proximity messages and security/safety alerts to mobile devices. With the Company’s reliance on resellers/sales agents to arrange for introductions and demonstrations of our solutions, the Company does not fully control the sales process, nor does iSIGN have the ability to speed up the sales process.

The technology solutions that iSIGN sells are unique in the marketplace. Neither iSIGN’s prospective resellers, clients nor their staff have had prior experience with iSIGN technology and its back end or to similar systems. As they are unique, each potential customer wants to run a pilot or proof of concept project. These projects allow potential clients and their staff time in which they can discover and work with the system; experiment with the creating and sending of messaging; see the messages being delivered and the time it takes to deliver them; view the back-end system and reports; experiment with the location of hardware units to ensure best coverage and delivery of messaging; compare revenue add per advertised brand; determine ROI, etc.

Additionally, the prospective clients iSIGN and its resellers are approaching are generally large multinational companies; government bodies and agencies; and other such entities that have organizational structures that result in the need for on-going conversations and discussions with several different layers/departments prior to reaching the decision makers, which can take place over considerable periods of time.

iSIGN does not have the ability to drive potential end users to increase the speed with which they review and access our technology or to affect their determination of the needs for the Company’s technology.

The ability to use iSIGN’s technology and Smart Antennas to send security and safety messages to mobile devices in proximity and capably of being used with virtually all methods of messaging to warn people of emergency situations is a development that addresses a growing need in today’s world.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Performance Drivers - continued

External factors that exist outside management's ability to control and are significantly key to the success in our business - continued:

There is a growing concern over personal safety in public locations, from airports and other transportation facilities to shopping malls, schools, government offices and generally wherever people gather due to the almost daily incidents of shooting, bombings, etc. that are taking place in the world. These events are driving interest in iSIGN’s SAM solution from a variety of sources including airports, other transportation systems, cities, and government security agencies.

In this sphere of influence, a sudden, serial group of diverse incidents would trigger a demand from lawmakers to acquire services and technology to respond, and when it ultimately happens, iSIGN must be in position to capitalize upon the urgency of the need.

The onset of the COVID-19 pandemic and resulting restrictions that were enacted throughout North America in the later part of March 2020 has impacted the ability to meet and present our technologies to potential advertisers and commercial messaging end users and undertake required proof of concept programs.

The COVID-19 pandemic has led iSIGN into a new opportunity, the Seniors’ Care channel, for SAM as a method to improve upon communicates with the families of residents, as well as with the residents themselves and staff.

Internal factors which define the Company's performance indicators leading to revenue growth capability

Of major importance to potential clients for commercial mobile messaging, is the ability of iSIGN’s technology to gather data from the interaction of individuals’ mobile devices with iSIGN’s hardware and its ability to report on the various pieces of data that the Company’s technology stores, relevant to each pushed advertisement or message.

Data is key to iSIGN’s value proposition. Data has become the most valuable resource of the 21[st] century. The ability to “attract, interact and transact” captures the essence of the value that we offer in any situation. Data gathering will increase exponentially as networks of Smart Antenna and SAM installations expand. iSIGN is privacy respectful and the Company’s technology does not violate any current privacy issues.

Resources and Capabilities

The Company must pay competitive salaries and benefits to attract and maintain key management and employees. In addition, key employees will participate in bonuses when the Company reaches profitability. No bonuses have been paid by the Company to date. The Company has a stock option plan that is approved by its shareholders, which is used to provide incentives to employees and management.

Summarized below are details of the Company's key management who are responsible for the development and implementation of the Company's strategy in marketing and technology.

Management

Chief Executive Officer

Joe Kozar resigned his position as CEO effective February 23, 2021. The Company has commenced the search process for suitable candidates.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Resources and Capabilities – continued

Management - continued

Chief Financial Officer

Bruce Reilly assumed his current role with iSIGN in December 2013. Bruce is a graduate of the University of Toronto with a Bachelor of Commerce degree and is a Chartered Accountant (1985) and an Arthur Anderson & Co. alumnus (1986). For the past twenty plus years Bruce has successfully developed and managed a chartered accounting firm operating in the Greater Toronto Area. During that time, he has acquired a broad range of experience with a primary focus on public companies.

Sales Consultant

Alex Romanov assumed his current position on May 13, 2020. Alex is an accomplished business executive with a history of identifying opportunities and turning them into high growth and profitable enterprises. Alex has diverse experience in a variety of industries such as consumer electronics, communication, digital imaging, video gaming, and e-commerce. Alex was the CEO and President of Alpine Electronics in Canada for 17 years, building the company to over $50 million in revenue with over 50% of the Canadian market share by 1995. After Alpine, Alex became founder and CEO and major shareholder of Royal Oak Marketing and was responsible for over 100 employees and $120 million in revenue. Royal Oak Marketing was sold for $29 million to an American concern. Alex then co-founded Spherex Inc., which developed and marketed an Xbox gaming audio system. Spherex was then sold to another U.S. concern in 2005. Alex has been a senior iSIGN executive since September 2009.

Liquidity and Capital Resources

Private Placements

The Company requires additional capital to continue its operations, and to continue to pursue specific opportunities, until it can sustain itself by revenues.

Cash Resources

The Company's cash resources increased by $30,663 in the nine months ended January 31, 2021, compared with a decrease of $102,414 in the comparable period of the prior year.

Net cash used in operating activities Net cash provided by financing activities Cash increase/(decrease)	For the nine months ended January 31, 2021 2020
	$ (237,033) $ (358,414) 267,696 256,000
	$ 30,663 $(102,414)

Net cash used in operating activities - the variances reflect the various non-cash items recorded during the nine months ended January 31, 2021 and 2020 as well as generally reduced costs incurred during the nine months ended January 31, 2021 compared to the same period in the prior year.

Net cash provided by financing activities - reflects the timing of the proceeds from share issuance, the exercise of warrants, advances and the Government of Canada’s COVID relief funding during the relevant periods.

12

ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Resources and Capabilities – continued

Cash and Working Capital

Cash and cash equivalents Current assets Current liabilities Working capital deficit	Increase (decrease) in working capital January 31, 2021 April 30, 2020
	$23,353 $14,390 $8,963
	$ 59,094 $ 67,076 $ (7,982) 3,955,566 4,213,476 257,910
	$(3,896,472) $(4,146,400) $ 249,928

The Company's cash balances increased to $23,353 from the April 30, 2020 year-end of $14,390 primarily due to the Company’s having closed private placements during November 2020 and January 2021. The decrease in current assets to $59,094 from the April 30, 2020 year-end of $67,076 is primarily the decrease in sales tax recoverable, partially offset by increases in inventory and cash . The decrease in current liabilities to $3,955,566 from the April 30, 2020 year-end of $4,213,476 primarily reflects a decrease in bank indebtedness, accounts payable and accrued liabilities due to a shares for debt financing that was closed in August 2020, and funding closed in November 2020 and January 2021, partially offset by increases in advances and Government of Canada COVID funding.

The working capital deficit at October 31, 2020 decreased by $249,928 to $3,896,472 from the April 30, 2020, yearend deficit of $4,146,400.

The Company continues to expend cash over and above its revenues. This will continue until the Company achieves breakeven. The Company continues to depend heavily on debt and equity financing to fund its operating losses. The Company will be consuming its cash resources at approximately $100,000 - $120,000 per fiscal quarter for its operating activities. The Company's cash reserves and commitments will enable the Company to operate into the fourth quarter of fiscal 2021.

The table below details the Company's current liabilities and long-term contractual commitments on a cash basis, as of January 31, 2021:

Trade accounts payable and accrued liabilities Government of Canada COVID funding Advances Note payable Convertible notes Total	Total Under 1 Year 1 – 3 Years After 3 Years $ 917,108 $ 917,108 $ - $ - 80,000 - 80,000 - 328,000 328,000 - - 660,700 660,700 - - 2,010,639 2,010,639 - -
	$3,996,447 $3,916,447 $80,000 $-

Results

Expenses for the Nine Months Ended January 31, 2021 and 2020

The following tables and discussions provide more in-depth detail on the Company's expenses as required by National Instrument 51-102 for venture exchange companies with minimal revenues.

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Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

ISIGN MEDIA SOLUTIONS INC.

Results – continued

Expenses for the Nine Months Ended January 31, 2021 and 2020

Contractual services Shipping and packaging Total - Cost of Sales	For the Nine Months ended January 31, Increase (decrease) 2021 2020
	$ 12,439 99.1% $ 12,388 87.8% $ 51 116 0.9% 1,716 12.2% (1,600)
	$ 12,555 100.0% $ 14,104 100.0% $(1,549)

Contractual services consist of third-party costs for the cloud storage of data gathered by our Smart Antennas.

Travel, tradeshows and promotional Other Total - Selling and marketing	For the Nine Months ended January 31, Increase 2021 2020 (decrease)
	$ - -% $ 2,819 100.0% $ (2,819) 621 100.0% - -% 621
	$ 621 100.0% $ 2,819 100.0% $ (2,198)

Travel, tradeshows and promotional costs is a function of timing. Other costs represent the costs of the Company’s CRM system.

Salaries Benefits Contractual services Share-based compensation Travel and auto Office costs Occupancy and operating costs Professional Consulting Directors' fees Other (income)/expense Total - General and administration	For the Nine Months ended January 31, Increase (decrease) 2021 2020
	$ 39,657 8.4% $ 52,470 9.1% $ (12,813) 2,185 0.5% 1,934 0.3% 251 115,307 24.4% 161,911 27.8% (46,604) 66,000 13.9% 79,417 13.7% (13,417) 1,031 0.2% 14,187 2.4% (13,156) 135,912 28.7% 111,830 19.2% 24,082 27,886 5.9% 49,995 8.6% (22,109) 85,042 18.0% 55,182 9.5% 29,860 1,900 0.4% 11,310 1.9% (9,410) 36,000 7.6% 56,842 9.8% (20,842) (37,986) (8.0)% (13,451) (2.3)% (24,535)
	$ 472,934 100.0% $ 581,627 100.0% $(108,693)

14

ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Results - continued

Expenses for the Nine Months Ended January 31, 2021 and 2020 - continued

The variance in Salaries is a result of the COVID-19 Wage subsidy received from Canada’s federal government. Contractual services variances are primarily a function of the new agreement signed in May 2020 with our sales consultant as well as reduced hours worked by our tech staff during each comparable period, partially offset by the costs of an additional consultant employed during May – October 2020. The travel and auto variance is a function of the new agreement signed in May 2020 with our sales consultant. Office costs is primarily a function of timing of the purchase of various supply items and building maintenance items. The Occupancy and operating costs variance are primarily a function of the COVID-19 rent subsidy received by the Company. Professional costs are primarily a function of the timing of costs incurred and accrued for the Company’s corporate lawyer, transfer agent, auditors and TSX fees. Directors’ fees are a function of the number of directors during each comparable period. Other (income) expense is primarily a function of gains/losses caused by the fluctuations in exchange rates between Canadian and US dollars.

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Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

ISIGN MEDIA SOLUTIONS INC.

Results - continued

Rolling Eight Quarters Analysis

The following table details the last eight consecutive quarters, revenues, gross profit (loss) gross margin percentage, and major expense categories.

Quarters ending (unaudited) Revenue - sales Revenue - service Total revenue Cost of sales Gross profit (loss) Gross margin Selling and marketing General and administration Depreciation Amortization Research and development Loss on disposal of fixed assets Accretion interest Interest Total operating expense Net Loss COVID-19 funding Deferred tax recovery Net loss and comprehensive loss Basic and diluted loss per share	Q3 F2021 Q3 F2020 31-Jan 31-Oct 31-July 30-Apr 31-Jan 31-Oct 2021 2020 2020 2020 2020 2019 $ $ $ $ $ $	31-July 30-Apr 2019 2019 $ $
	- 1,136 - 16,952 839 10,574 - - - - - -	- 6,790 - -
	- 1,136 - 16,952 839 10,574 4096 4,275 4,184 8,569 5,420 4,470	- 6,790 4,214 7,326
	(4,096) (3,139) (4,184) 8,383 (4,581) 6,104	(4,214) (536)
	N/A)% (276.3)% N/A% 49.5% (484.4)% 57.7% - 247 374 - 2,749 - 192,749 140,562 139,623 210,566 238,694 191,270 133 648 315 380 384 384 924 924 924 924 924 924 - - - 300 - - - 3.888 - - - - 24,531 24,531 24,531 24,530 2,951 48,002 56,206 61,837 56,578 56,366 56,396 56,497	N/A% (7.9)% 70 21,802 151,663 241,808 384 692 926 924 26,000 10,000 - - 48,004 152,757 56,209 58,082
	274,543 232,637 222,345 293,066 302,098 297,077	283,256 486,065
	(278,639) (235,776) (226,529) (284,683) (306,679) (290,973)	(287,470) (486,601)
	(20,000) (20,000) - - - - - - - - - -	- - - 18,200
	(258,639) (215,776) (226,529) (284,683) (306,679) (290,973)	(287,470) (468,401)
	(0.002) (0.001) (0.002) (0.002) (0.002) (0.003)	(0.002) (0.003)

Revenue - sales for all periods relates to the sale of Smart Antennas and ancillary hardware. Revenue - service for all periods relates to commercial broadcasting/data management fees.

Gross Profit (Loss) for all periods reflect the mix of sales and service revenues during each quarter; revenue volumes and fixed costs relating to data storage.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Results - continued

Rolling Eight Quarters Analysis - continued

Selling and marketing fluctuations in all periods are impacted by the timing of costs for promotion and travel.

General and administrative fluctuations in all periods were impacted by the fluctuations in the exchange rate of the Canadian dollar vs the US dollar. The April 2019 through April 2019 quarters were impacted by the costs incurred for the rebuild of the Company’s website. All quarters are impacted by the timing of share-based compensation costs.

Research and development costs is a function of timing relating to when costs are incurred for the development of the Company’s various technology development projects.

Interest and accretion interest recorded in all quarters is impacted by the various interest bearing fundings in existence during each period.

Common shares - outstanding share data

Basic common shares Convertible securities: Issued warrants Issued stock options Convertible notes – potential share issuance Convertible notes – potential warrant issuance Fully diluted common shares	As at March 31, As at January 31, As at April 30, 2020 2021 2020
	155,426,373 152,826,173 137,954,385 18,028,200 15,428,000 677,777 3,300,000 3,300,000 4,300,000 - - 22,727,012 - - 22,727,012
	176,754,573 210,180,197 188,386,186

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Management’s Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant management estimates include allowance for doubtful accounts, useful lives of capital and intangible assets, impairment of assets and share-based payments. Actual results could differ materially from those estimates. There have been no changes to critical accounting estimates in the current reporting period.

Transactions with Related Parties

All related party transactions are recorded at the exchange amount, which is the amount of consideration established and agreed to by both parties. The Company has entered into the following related party transactions.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Results – continued

Transactions with Related Parties - continued

• Recorded the fees of the Sales Consultant to a company owned by him. During the nine-month period ended January 31, 2021, the Company expensed fees totaling $52,189 (January 31, 2020 - $90,000) and fixed allowances of $740 (January 31, 2020 – $13,320). The amount outstanding in trade accounts payable at January 31, 2021 was $Nil (January 31, 2020 - $34,666).

• Recorded the fees of the Chief Financial Officer to a company controlled by him. During the nine-month period ended January 31, 2021, the Company expensed fees totaling $27,000 (January 31, 2020 - $27,000). The amount outstanding in trade accounts payable at January 31, 2021 was $16,950 (January 31, 2020 - $3,390).

• On March 13, 2015, the Company entered into a secured $100,000 note with Korona Group Ltd., a company controlled by the Company’s former Chief Executive Officer, at an interest rate of 8% compounded monthly, due and payable July 30, 2015. On June 15, 2015, the Company repaid $40,000 to the note holder. The Company and the note holder agreed to extend the $60,000 note to December 31, 2018. Total interest expense on the note for the nine-month period ended January 31, 2021 amounted to $4,206 (January 31, 2020 - $6,260) and the accrued interest payable included in accounts payable at January 31, 2021 was $2,976 (January 31, 2020 - $8,007).

On May 7, 2015, the Company issued a secured convertible promissory note in the amount of $360,000, due May 7, 2016 and bearing an interest rate of 10% to 1454602 Ontario Inc., a company controlled by two shareholders, one being the Company’s former Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company.

Effective May 7, 2016, this note was replaced with a new convertible promissory note for the same amount and interest rate, due May 7, 2019. Total interest expense for these notes for the nine-month period ended January 31, 2021 amounted to $27,222 (January 31, 2020 - $27,222) and the accrued interest payable included in accounts payable at January 31, 2021 was $21,205 (January 31, 2020 – $134,630).

• During the nine-month period ended January 31, 2021, the Company recorded directors’ fees of 36,000 (January 31, 2020 – $56,842). Included in accounts payable and accrued liabilities are unpaid directors’ fees at January 31, 2021 of $96,892 (January 31, 2020 – $84,399). These fees are non-interest bearing, are unsecured and have no fixed term for repayment.

• Contracted with QDAC Inc., a company in which the Company’s former Chief Executive Officer is a minority owner, to undertake the manufacture of the Company’s hardware. The amount outstanding in trade accounts payable at January 31, 2021 was $434,901 (January 31, 2020- $373,032). Included in trade accounts payable at January 31, 2021 are late payment fees of $434,901 (January 31, 2020 - $535,809), of which late payments charges of $59,115 (January 31, 2020 - $81,765) are recorded in Office costs under General and Administration. This debt is non-interest bearing, unsecured and has no fixed term for repayment.

• On September 22, 2016, the Company entered into a $79,000 secured convertible promissory note, with 1454602 Ontario Inc., a company controlled by two shareholders, one being the Company’s former Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note, due September 22,

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Results – continued

Transactions with Related Parties - continued

2017, bears an interest rate of 10%, is convertible at $0.095 per share, with a warrant priced at $0.15 exercisable for a period of two years from date of conversion. Total interest expense on the Note for the nine-month period ended January 31, 2021 amounted to $5,974 (January 31, 2020 - $5,974) and the accrued interest payable included in accounts payable at January 31, 2021 was $4,635 (January 31, 2020 - $9,242).

• On October 13, 2016, the Company entered into 2 secured convertible promissory notes, totaling $139,000 due October 13, 2017 bearing an interest rate of 10%, is convertible at $0.10 per share, with a warrant priced at $0.15 exercisable for a period of two years from date of conversion. One of the note holders, 1454602 Ontario Inc., is a company controlled by two shareholders, one being the Company’s former Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The other note holder, Unicare Inc., is a company partially controlled by the Company’s former Chief Executive Officer. Total interest expense on these Notes for the nine-month period ended January 31, 2021 amounted to $10,511 (January 31, 2020 - $10,511) and the accrued interest payable included in accounts payable at January 31, 2021 was $8,188 (January 31, 2020 - $16,261).

• On October 24, 2016, the Company entered into a $75,000 secured convertible promissory note with Cancore Enterprise, a company controlled by a shareholder, who was formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note due October 31, 2017, bears an interest rate of 10% per annum, is convertible at $0.12 per share, with a warrant priced at $0.18 exercisable for a period of two years from date of conversion. Total interest expense on the Note for the nine-month period ended January 31, 2021 amounted to $5,671 (January 31, 2020 - $5,671) and the accrued interest payable included in accounts payable at January 31, 2021 was $4,418 (January 31, 2020 - $8,774).

• On September 5, 2017, the Company converted advances received during the period of February to August 2017 into a promissory note with Korona Group Ltd., a company controlled by the Company’s former Chief Executive Officer, in the amount of $600,700. The note matured on August 31, 2018. A share bonus of 1,126,312 common shares was issued by the Company in lieu of interest payments in 2018. The bonus was calculated as being 15% of the note and convertible into shares at a conversion rate of $0.08.

On January 21, 2019, the Company and Note holder agreed to extend this note to January 31, 2020. A warrant bonus of 6,007,000 warrants was issued by the Company in lieu of interest payments. The exercise price of the warrants was $0.10 and expired January 31, 2020.

On October 18, 2019 and January 24, 2020, 2,560,000 of these warrants were exercised. The remaining 3,447,000 warrants expired on January 31, 2020.

On June 15, 2020, the Company and Note holder agreed to extend this note to June 30, 2021. A warrant bonus of 12,014,000 warrants was issued by the Company in lieu of future interest payments. The exercise price of the warrants is $0.05, with an expiry date of June 30, 2021 and cannot be extended.

• On February 28, 2018, the Company converted advances received during the period of August 2017 to January 2018 into a convertible promissory note with Korona Group Ltd., a company controlled by the

19

ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Results – continued

Transactions with Related Parties - continued

Company’s former Chief Executive Officer, in the amount of $285,000. The note matured on February 26, 2019, is convertible at $0.07 a share, with a warrant priced at $0.105 for two years from the date of conversion. Total interest expense on the Note for the nine-month period ended January 31, 2021 amounted to $21,551 (January 31, 2020 - $21,551) and the accrued interest payable included in accounts payable at January 31, 2021 was $16,7887 (January 31, 2020 - $65,718).

• On June 27, 2018, the Company entered into a secured convertible promissory note with Korona Group Ltd., a company controlled by the Company’s former Chief Executive Officer in the amount of $297,639 that matured June 27, 2019, bearing an interest rate of 10% per annum, due upon maturity. Included in this note were advances received during March 2018. The note is convertible into common shares of the Company at $0.08, with a warrant exercisable at $0.12 per share for a period of two years. Total interest expense on the Note for the nine-month period ended January 31, 2021 amounted to $22,506 (January 31, 2020 - $22,506) and the accrued interest payable included in accounts payable at January 31, 2021 was $17,532 (January 31, 2020 - $50,152).

• During July 2018, the Company received advances of $150,000 from Korona Group Ltd., a company controlled by the Company’s former Chief Executive Officer. Total interest expense on the advance for the nine-month period ended January 31, 2021 amounted to $11,342 (January 31, 2020 - $11,342) and the accrued interest payable included in accounts payable at January 31, 2021 was $8,836 (January 31, 2020 - $23,465).

• On September 14, 2018, the Company entered into a $300,000 secured convertible promissory note with Cancore Enterprises, a company controlled by a shareholder, who was formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note matured September 14, 2019 and bears an interest rate of 10% per annum, due upon maturity. The note is convertible into common shares of the Company at $0.10, with a warrant exercisable at $0.15 per share for a period of two years. Total interest expense on the note for the nine-month period ended January 31, 2021 amounted to $22,685 (January 31, 2020 - $22,685) and the accrued interest payable included in accounts payable at January 31, 2021 was $17,671 (January 31, 2020 - $42,329).

• During the year ended April 30, 2020, the Company received advances of $158,000 from 1454602 Ontario Inc., a company controlled by two shareholders, one being the Company’s former Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. Total interest expense on the advances for the nine -month period ended January 31, 2021 amounted to $8,167 (January 31, 2020 - $Nil) and the accrued interest payable included in accounts payable at January 31, 2021 was $6,362 (January 31, 2020 - $Nil).

• On October 11, 2019, the Company completed a shares for debt transaction by issuing 11,674,465 common shares at a price of $0.06 to Officers and Directors of the Company and to a company in which the Company’s former Chief Executive Office holds a minority position totaling $688,468.

• On April 21, 2020, the Company completed a shares for debt transaction by issuing 1,332,304 common shares at a price of $0.06 to Directors and Officers of the Company in payment of fees totaling $79,939.

20

ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Results – continued

Transactions with Related Parties - continued

• On July 7, 2020, the Company received an advance of $20,000 from its former Chief Executive Officer. Total interest expense on the advance for the nine-month period ended January 31, 2021 amounted to $1,145 (January 31, 2020 - $Nil) and the accrued interest payable included in accounts payable at January 31, 2021 was $1,145 (January 31, 2020 - $Nil).

• During August 2020, the Company received advances of $42,672 from its former Chief Executive Officer. Total interest expense on the advance for the nine-month period ended January 31, 2021 amounted to $778 (January 31, 2020 - $Nil) and the accrued interest payable included in accounts payable at January 31, 2021was $Nil (January 31, 2020 - $Nil).

On November 30, 2020, these advances were converted into a $64,000 private placement with the Company’s former Chief Executive Officer. This placement was completed by the Company issuing 1,280,000 shares and 1,280,000 warrants at a price of $0.05, with a warrant exercise price of $0.075.

• On August 5 and 10, 2020, the Company completed a shares for debt transaction by issuing 8,683,758 common shares at a price of $0.05 to various companies that are either wholly or partially owned and controlled by the Company’s former Chief Executive Officer and another shareholder, who was formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company.

Financial Instrument Risk Factors

Fair value

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments:

The carrying amounts of cash, restricted cash, accounts receivable, other receivables, inventory, government indebtedness, accounts payable and accrued liabilities, notes payable, convertible notes payable and advances approximate fair value due to the short-term maturity of these financial instruments. The Company had no financial instruments to classify within the fair value hierarchy as at January 31, 2021 and April 30, 2019.

Interest rate risk

The Company has cash and restricted cash balances with rates that fluctuate with the prevailing market rate. The Company’s current policy is to invest excess cash in cash accounts or short-term interest-bearing securities issued by Canadian chartered banks. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company’s notes payable and convertible notes payable bear interest at fixed interest rates.

21

ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Financial Instrument Risk Factors - continued

Credit risk

Credit risk is the risk of financial loss associated with the counterparty’s inability to fulfill its payment obligations in accordance with the terms and conditions of its contract with the Company. Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables.

The Company’s credit risk arises primarily from the Company’s trade receivable. The carrying amount of financial assets represents the maximum credit exposure to the Company. The Company’s exposure to trade credit risk as at January 31, 2021 was $Nil (April 30, 2020 - $1,800) net of allowances.

The Company may also have credit risk relating to cash and restricted cash, of $23,353 and $10,000 (April 30, 2020 - $14,390 and $10,000), respectively, which it manages by dealing with highly rated financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will experience difficulty in meeting its obligations that are associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet financial obligations when they fall due, from its funding sources, such as equity and debt issuances. The Company continues to actively pursue new equity financing to ensure that it will have funds available to meet liabilities when they fall due.

Risks and Uncertainties

Any investment in the Company’s securities is speculative due to the nature of its business and its general stage of development. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

In addition to the usual risks associated with investment in a business, investors should carefully consider the following risk factors:

• No History of Profits

iSIGN has not earned profits to date and there is no assurance that iSIGN will earn profits in the future, or that profitability, if achieved, will be sustained. The success of iSIGN ultimately depends upon its abilities to generate significant revenues to finance operations as opposed to external funding. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding. If the Company does not have sufficient capital to fund its operations, it may be required to forego certain business opportunities.

• Future Capital Requirements

iSIGN will require additional financing to grow and expand its operations. Additional financing could include the incurrence of debt and the issuance of additional equity securities, which could result in substantial dilution to existing shareholders. It is possible that required future financing will not be available, or if available, will not be available on favourable terms. If adequate funds are not available, or are not available on acceptable terms, iSIGN may not be able to take advantage of opportunities or otherwise respond to competitive pressures and remain in business. There can be no assurances that iSIGN will be able to raise additional capital if its capital resources are exhausted.

22

ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Risks and Uncertainties - continued

• Management of Growth

• Any expansion of iSIGN’s business may place a significant strain on its financial, operational and managerial resources. There can be no assurance that the Company will be able to implement and subsequently improve its operations and financial systems successfully and in a timely manner to manage any growth it experiences. There can be no assurances that iSIGN will be able to manage growth successfully. Any inability of iSIGN to manage growth successfully could have a material adverse effect on the Company’s business, financial condition and operational results.

• Proximity Advertising Medium

• Although there is a large and growing amount of interest in this field from both the advertising community and digital sign companies, it is still new and relatively untested. There can be no assurances that advertisers will accept proximity messaging as an acceptable advertising medium or that they will increase their advertising spending to include this medium or divert some of their existing advertising budget to this medium.

• Vulnerability to Economic Conditions

• iSIGN is dependent upon the economic environments in which it operates. Demand for iSIGN’s product could be adversely affected by economic conditions in the countries in which iSIGN’s clients operate. iSIGN’s business may be sensitive to external factors such as events that may adversely affect the economy and consumer spending. There can be no assurance that such factors may not have an adverse effect upon iSIGN’s business.

• Our sales efforts require significant time and effort and could hinder our ability to expand our customer base and increase revenue

• Attracting new customers requires substantial time and expense and the Company cannot assure that it will be successful in establishing new relationships or maintaining or advancing our current relationships. For example, it may be difficult to identify, engage and market to customers who do not currently perform mobile marketing or advertising or are unfamiliar with our current services or platform. Further, many of our potential customers typically require input from one or more internal levels of approval. As a result, during our sales effort, iSIGN must identify multiple people involved in the purchasing decision and devote a sufficient amount of time to presenting our products and services to those individuals. The newness and complexity of our services, including our software as a service model, often requires us to spend substantial time and effort assisting potential customers in evaluating our products and services, including providing demonstrations and benchmarking against other available technologies, as well as trial periods. This process can be costly and time consuming. The Company expects that our sales process will become less burdensome as our products and services become more widely known and used. However, if this change does not occur, the Company will not be able to expand its sales effort as quickly as anticipated and our sales will be adversely affected.

• Creating New Product Features

• iSIGN’s ability to grow its revenue and client base will be impacted to a degree, by its ability to create and/or to react to the desire for additional features and functions for its technology.

23

Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

ISIGN MEDIA SOLUTIONS INC.

Risks and Uncertainties - continued

• Technology

• iSIGN currently holds patent pending applications in Canada and the United States, and its core technology is patented in the United States. Despite precautions that iSIGN may take to protect its rights, third parties may copy or obtain and use our intellectual property and other proprietary information without our authorization or they may develop similar or superior technologies. iSIGN enters into confidentiality agreements with its employees, clients, prospective clients and others. However, these agreements may not provide meaningful protection of our technologies in the event of unauthorized use or disclosure. Policing unauthorized use of intellectual property is difficult and the cost of enforcing our rights by way of litigation may be prohibitive. iSIGN’s success will partially depend upon its ability to obtain, enforce and maintain patent protection for its intellectual property worldwide.

• Competition

• iSIGN’s competition for advertising dollars, are the more traditional forms of advertising - television, the print mediums (magazines and newspapers), radio and out-of-home advertising – that advertisers immediately consider when they think of communicating with potential consumers. Additionally, the Company has competition in the proximity-marketing field itself, from the iBeacon. As stated in the Background section, there are many differences between our products and the iBeacon, with the chief difference being that our product operates without the need for an app to be downloaded and activated to receive messaging. As there is no app download, the individual does not have to give us any personal information about themselves.

• Dependence on Key/Qualified Personnel

• The Company’s success is dependent on the abilities, experience and efforts of its senior staff. The experience of these individuals, as well as new employees that iSIGN attracts to our organization, will be an important factor contributing to iSIGN’s continued success and growth. While iSIGN has entered into employment agreements with its senior management and staff, should these persons be unable or unwilling to continue their employment with the Company, the loss of one or more of these individuals could have an adverse effect upon iSIGN’s operations and business prospects. In particular, the loss of our Vice President, Operations and Sales would severely affect business prospects. There can be no assurance that iSIGN will not experience employee turnover in the future, or that iSIGN’s staffing costs will not increase. There is no assurance that the Company will be able to continue to hire and retain a sufficient number of qualified personnel. The Company does not presently carry “key man” insurance policies on any of its officers, directors or employees.

• The spread of COVID-19 has severely impacted many local economies around the globe.

• In many countries, including Canada, businesses are being forced to cease or limit operations for indefinite or long periods of time. Measures taken to contain the spread of the virus, including travel banks, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Nine Months Ended January 31, 2021

Subsequent Events

On February 1, 2021, the Company announced its intention to complete a private placement of up-to $6.9 million. This placement, when completed, would result in the issuance of up to 138 million Units at a price of $0.05 per Unit. Each Unit consists of one Common Share of the Company (each a “Common Share” and collectively, the “Common Shares”) and one common share purchase warrant (each warrant referred to herein as a “Warrant” and collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.075 for a period of 24 months from the date of closing. All securities would be subject to a four month hold period.

On February 16, 2021, the Company announced it completed the final tranche of its $236,700 private placement by issuing 2,600,200 Units at a price of $0.05 per Unit. Each Unit consists of one Common Share of the Company (each a “Common Share” and collectively, the “Common Shares”) and one common share purchase warrant (each warrant referred to herein as a “Warrant” and collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.075 for a period of 24 months from the date of closing. All securities are subject to a four month hold period.

On February 23, 2021, the Company announced that its Chief Executive Officer, Joe Kozar had resigned effective February 22, 2021.

On March 23, 2021, the Company announced that it hadn’t completed the required documentation required by the TSX-V Exchange to allow for the up to $6.9 million placement to close in trust and that it would reapply at a later date, with pricing based on the prevailing market price.

Approval

The Audit Committee and the Directors of iSIGN Media Solutions Inc. have approved the disclosures in this MD&A and the accompanying unaudited condensed consolidated financial statements for the nine months ended January 31, 2021.

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