Mijem Newcomm Tech Inc — Management Reports 2023

Jun 30, 2023

MIJEM NEWCOMM TECH INC. 2023 MD&A

Management’s Discussion and Analysis

The following Management's Discussion and Analysis ("MD&A") for Mijem Newcomm Tech Inc. ("MNTI" or the "Company") should be read in conjunction with the Company's interim condensed consolidated financial statements, and the accompanying notes, as at and for the period ended April 30, 2023, which have been filed with certain securities regulatory authorities in Canada and may be accessed through the SEDAR website at www.sedar.com (under Mijem's profile). References in this MD&A to the Company's financial position and results of operations are presented on a consolidated basis and include the accounts of the Company and its wholly owned subsidiary, Mijem Inc. The Company's consolidated financial statements, including the notes thereto, and the financial information presented in this MD&A have been prepared in accordance with International Financial Reporting Standards (" IFRS "). All amounts are stated in Canadian currency unless otherwise indicated. This MD&A is dated as of June 20, 2023. Whenever used in this MD&A, the term " Common Shares " means common shares in the capital of the Company.

The content of this MD&A has been approved by the board of directors of the Company (the “ Board ” or “ Board of Directors ”), on the recommendation of its Audit Committee.

Further information concerning the Company and its business and operations may be obtained from continuous disclosure materials filed by the Company from time-to-time with certain securities regulatory authorities in Canada. These continuous disclosure materials are available through the Company's website at investor.mijem.com or through the SEDAR website at www.sedar.com (under Mijem’s profile).

Forward Looking Statements And Disclaimer

Certain information set out in this MD&A constitutes forward-looking information. Forward- looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions.

Forward-looking statements are based upon the opinions, expectations and estimates of management and, in some cases, information received from or disseminated by third parties, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These factors include such things as the Company's current stage of development, the lack of a track record with respect to the generation of revenues from performance-based arrangements with customers, its reliance on third parties and third party technology, the existence of competition, the availability of external financing, the inherent risks associated with research and development activities and commercialization of emerging technologies (such as lack of market acceptance), timing of execution of various elements of the Company's business plan, the availability of human resources, the emergence of competing business models, new laws (domestic or foreign), lack of acceptance by customers, management's estimates of project requirements being incorrect, information received from third parties with respect to anticipated transaction volumes being incorrect, a lack of advertising sources for integration into the Company’s platform, management’s understanding of the competitive and regulatory environment being incorrect and the other risk factors noted below under the heading "Business Risks and Uncertainties". Accordingly, readers should not place undue reliance upon the forward-looking information contained herein and the forward-looking statements contained in this MD&A should not be considered or interpreted as guarantees of future outcomes or results.

The Company does not assume responsibility for the accuracy and completeness of the forward-looking statements set out in this MD&A and, subject to applicable securities laws, does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Mijem's forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statement.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Overview

Mijem is a social network and technology company that provides innovative solutions to create a vibrant social marketplace platform for Generation Z communities such as students to connect with their peers, and to efficiently buy, sell and trade goods and services on and off campus. Mijem's flagship technology helps thousands of university and college students across the United States and Canada to connect online and to engage in campus centric commerce. Accordingly, the current addressable market for Mijem is the North American post-secondary education student population and their Generation Z peers.

Users of Mijem can use Mijem’s buy-sell marketplace to browse articles for sale posted by other Mijem members or post their own items for sale. These articles, called “gems”, span textbooks, jewellery, sporting goods, clothing, electronics, furniture, concert tickets and more. Through Mijem’s social networking tools, users may also post upcoming events, look for a roommate, a rideshare, or offer services such as tutoring to other students.

Mijem’s technology is intended to make it easy for students and their Generation Z peers to find items for sale and save money. To make the buying and selling experience more efficient and customized, Mijem provides its users the ability to join one or more relevant local communities, which typically includes their own college or university campus. To list an item for sale, sellers simply snap a photo, add a description and proposed price and then upload it to their chosen communities. With a few clicks, prospective buyers can easily browse “local” and wishlist their favourites from thousands of gems posted by fellow community members for future reference.

The social technology of Mijem is built to promote trust and safety. Users of Mijem may follow their friends and peek at a member's profile, peer reviews, and posted gems. Other features include the ability to message Mijem members, ask questions, and make counter offers on items listed for sale. Ultimately, users may build communities with like-minded peers in their class, university, college, or city.

An important feature of Mijem’s marketplace platform is that it provides users the ability to have a seamless in-app payment experience to process transactions and an optional shipping service, paid for by the buyer, for those who prefer a contactless approach. When the transaction is successfully made using the in-app payment system, Mijem charges a service fee to the seller.

Mijem is committed to building loyal Mijem community members. Through its loyalty program, buyers and sellers earn 1 point for every US dollar transacted on the Mijem platform, which can be redeemed for Bitcoin SV cryptocurrency via an integrated digital wallet. Mijem purchases Bitcoin SV from third party markets such as HandCash.io and allows users to exchange their earned Mijem loyalty rewards points into Bitcoin SV and transfer them to defined wallet addresses owned by Mijem users. For further clarity, Mijem is not a cryptocurrency service provider, Mijem does not trade cryptocurrency as part of its core profitseeking commercial operations, and Mijem does not operate cryptocurrency wallets. Mijem is merely offering Bitcoin SV as a loyalty reward offering through third party wallet providers such as HandCash.io.

During this period, Mijem launched two new monetization features: in-app paid advertising and sponsorships, that enable brands and other advertisers who are interested in reaching the Generation Z and college/university demographic to promote their goods or services on the Mijem platform, and live event promotions which allows Mijem users to browse and purchase tickets to local events through a new affiliate marketing partnership with Ticketmaster. Since the initial launch, the Company was subsequently awarded a patent for its collections methods of online data – which will add efficiencies for engaging and advertising to consumers.

Overall Performance

In March 2020, the World Health Organization declared COVID-19 a global pandemic. To date, the Canadian and US governments as well as businesses have mandated various public health measures to combat COVID-19. This contagious disease outbreak, which has continued to spread and has resulted in various variants emerging, and many related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.

As vibrant campus life is conducive to the Company’s marketing and brand development efforts, the Company was impacted negatively by the COVID-19 pandemic through the shutdown of college and university campuses. As campus life has now

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MIJEM NEWCOMM TECH INC. 2023 MD&A

returned to normal, the most significant impacts of the COVID-19 pandemic are considered to have passed but it is not possible to predict the timing, duration, or magnitude of further outbreaks of the pandemic or lockdowns of campus life. The Company’s operations and business will be impacted should new or further public health restrictions be imposed on university and college campuses.

In the Nine-month period ended April 30, 2023, Mijem had a net loss of $726,759 when compared to the same period in the 2022 fiscal year, where the Company had a net loss of $2,209,637. Corporate management fees, salaries, and Professional fees accounted for $309,237 of those losses, and Share based compensation accounted for $53,441. During this period Mijem continued its Advertising and promotion campaign which accounted for $94,314 and continued its focus on expanding and enhancing application functionality and features, accounting for $102,210 in Research & development costs, which included a recovery of $22,037 from Scientific Research and Experimental Development (SR&ED) credits.

During this period, the Company received final confirmation from the United States Patent and Trademark Office of the granting of the Company's application to patent its proprietary method for the collection and processing of online data (U.S application number 15/509,979). As a result of this patent being granted, the Company has decided to focus on a more fulsome implementation of this patented technology; with efficient and new ways to engage and advertise to Generation Z consumers.

As part of this strategic re-focus, the Company’s CEO, Laurie Freudenberg, and CFO, Gord Tomkin, resigned effective March 17, 2023. Ms. Freudenberg continues to serve as a Director of Mijem and Stephen Coates, a current Director, assumed the role of CEO on an interim basis. Grove Corporate Services Ltd. (“Grove”), a company controlled by Mr. Coates, has been retained to provide corporate administrative and management services through this transition period, including the appointment of Jordan Domey CPA-CA, as interim CFO.

Selected Information

The following table sets out selected financial and share information of the Company as at April 30, 2023, and April 30, 2022 and April 30, 2021. Weighted average shares outstanding and Loss per share have been adjusted to reflect all amalgamations, splits, consolidations, and reallocations to April 30, 2023.

	Nine	Months (Unaudited)
Nine months Ended April 30,	2023	2022	2021
	$	$	$
REVENUE	0	5,623	6,423
EXPENSES
Listing Expense	-	783,042	-
Advertising and promotion	94,314	314,286	19,729
Share based compensation	53,441	267,771	74,395
Corporate management	133,473	260,884	88,353
Research and development expense (recovery)	102,210	217,937	(61,729)
Salaries	126,532	198,522	108,084
Professional fees	49,232	96,702	15,404
Other OperatingCosts	168,675	91,437	41,972
TOTAL EXPENSES	727,877	2,230,581	286,208
LOSS BEFORE THE FOLLOWING ITEMS	(727,877)	(2,224,958)	(279,785)
Interest income	2,046	1,412	14
Gain on sales of fixed assets	106	-	-
Revaluation of cryptocurrency	(412)	(2,779)	(227)
Government assistance	-	(2,038)	5,473
Foreign currency translation loss	(622)	(4,870)	-
Change in fair value of derivative liability	-	59,041	15,671
Accretion expense	-	(35,445)	(8,189)
NET LOSS AND COMPREHENSIVE LOSS	(726,759)	(2,209,637)	(267,043)
Basic and diluted lossper share	(0.0262)	(0.1162)	(0.0256)
Weighted average number of basic common shares
outstanding	27,787,636	19,023,658	10,439,746

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Results Of Operations

Application Key Metrics

Year	April 2023	April 2022	April 2021
Total cumulative downloads (000’s)	167	144	115

For the period ended April 30, 2023, on-campus learning, and activities had resumed at most colleges and universities across Canada and the United States. Mijem continued its user acquisition promotional and marketing initiatives, focusing primarily on public relations, paid media and social media channels, resulting in a 18% increase in year over year download growth.

Mijem normally sees a fluctuation in downloads that follows the school semester cycle, with summer months producing a reduction in download growth rates, followed by increased growth at the beginning of the school year.

Revenues

Mijem has not recognized any revenue for the period ending April 30, 2023. Revenue in the comparative periods for 2022 was $5,623.

Advertising and Promotion

Mijem’s Advertising and promotion expenses were $94,314 for the period ended April 30, 2023. For the same period in 2022 the expense was $314,286. Advertising and promotion also includes those costs associated with investor relations and public relations expenses incurred as a result of being a public company.

Share Based Compensation

Share based compensation expense in the first nine months accounted for an additional $53,441 of expense related to options issued in prior periods, but not yet vested. For the same period in the 2022 year the expense was $267,771.

Corporate Management

Corporate management fees for the nine months ended April 30, 2023, were $133,473 (2022 $260,884). These management fees include the full-time and part-time contract of the COO/CFO, and part-time contracts of the VP Capital Strategy and other additional short-term resources, along with any recruitment placement fees.

Research and Development,

Technology development and market research was performed by consultants and contractors. These costs for the nine months ended April 30, 2023, was $102,210 while the same period in 2022 showed an expense of $217,937. Scientific Research and Experimental Development (SR&ED) credits were applied as credits against Research and Development and for the nine months ended April 30, 2023 was $22,037, in the same period in 2022 the were no SR&D credit received however we did receive grants from Northern Ontario Heritage Fund Corporation (NOHFC) grant in the amount of $20,477.

While these grants and credits were available in the 2022 fiscal year, with the majority of our research and development work now outsourced to near shore contractors it is not anticipated that any grants or recoveries will be available for our current fiscal year.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Salaries

Salary and wage costs consist of employee salaries. For the Nine months ended April 30, 2023, Salaries were $126,532 compared to $198,522 in 2022. The average number of employees for the nine months ended April 30, 2023 and January 2022 was two. Mijem terminated one employee in November and anticipates that Salaries expense will be reduced as we proceed with a lower employee count.

Professional Fees

The Professional fees for the nine months ended April 30, 2023, were $49,232 (2022 - $96,702). Legal fees accounted for $13,592 of this total and Accounting and Audit for $35,640. Accounting and Audit fees include accrued amounts expected to be associated with the 2023 Audit.

Other Operating Costs

Other operating costs consist primarily of Interest expense, Amortization, Rent, Insurance, and Office expense. Other operating costs for the Nine months ended April 30, 2023, totaled $168,675 compared to $91,437 in 2022.

With long term loans paid off in 2022 the interest expense has been significantly reduced, and as we currently expect to continue with a largely virtual operations model, we anticipate only modest rent expenditures related to a mailing address. We are seeing an increase in insurance, which is associated with our status as a new publicly trading company.

The following table provides a breakdown of other operating costs:

Three months Ended April 30,	2023		2022		2021
Insurance		95,216		24,705		6,094
Regulatory Fees		25,645		13,204		-
Communication		23,288		10,790		1805
Amortization of intangible assets		5,972		5,972		2,993
Office and sundry expense		13,972		6,220		870
Bank charges		2,237		1,902		6834
Rent		450		3,524		4,543
Depreciation of Furniture and Equipment		132		972		3,670
Interest		1763		24148		15,163
Total Other operatingCosts		168,675		91,437		41,972

Operating Gain Loss

Mijem’s operating loss for the nine months ended April 30, 2023, was $727,877 compared to $2,230,581 in 2022. The prior year included a Listing expense of a one-time cost of $783,042.

Net Loss and Comprehensive Loss

Mijem's net loss for the nine months ended April 30, 2023, was $726,759 ($0.0262) per share on 27,787,636 weighted average shares) compared to a loss of $2,209,637 ($0.1162 per share on 19,023,658 weighted average shares) in the same period in 2022.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Summary Of Quarterly Results

The following table sets out selected financial information of the Company for the quarters indicated.

	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
(in 000's,)	2023	2023	2023	2022	2022	2022	2022	2021
	$	$	$	$	$	$	$	$
REVENUE		- -	-	1	6	-	-	1
EXPENSES
Professional fees	13	14	23	54	13	47	31	47
Corporate Management	12	40	81	96	108	98	57	44
Listing Expense	-	-	-	-	-	783	-	-
RegulatoryFees	4	13	8	6	5	5	10	-
Salaries	12	37	77	95	101	44	53	40
Share based compensation	9	19	25	38	27	233	8	8
Research and development expense (recovery)	10	(4)	95	93	73	56	88	91
Advertising and promotion	1	8	86	140	162	70	83	47
Other	32	60	45	43	32	22	23	20
TOTAL EXPENSES	93	187	440	565	521	1,358	353	297
LOSS BEFORE THE FOLLOWING ITEMS	(93)	(187)	(440)	(564)	(515)	(1,358)	(353)	(296)
Interest income	-	-	1	1	1	1	-	-
Revaluation of cryptocurrency	-	-	-	(2)	(1)	(3)	1	(4)
Government assistance	-	-	-	2	-	(2)	-	5
Exchange Gain or Loss	-	-	(1)	(1)	-	(4)	-	-
Change in fair value of derivative liability	-	-	-	-	-	(33)	92	92
Accretion expense	-	-	-	(2)	-	(13)	(23)	(23)
NET LOSS AND COMPREHENSIVE LOSS	(93)	(187)	(440)	(566)	(515)	(1,412)	(283)	(226)

In the last eight quarters, Research and development had variations over the quarters due to receipts of grants obtained. Furthermore, Mijem’s staff levels and salaries fluctuated over the past eight quarters as the Covid-19 pandemic operating environment created a situation where the company experienced repeated cycles of ramping up then downsizing of its resources. Only in the last year have we started to increase again. Professional fees and Corporate management had significant increases as Mijem pursued a going-public transaction and incurred audit, legal and management expenses accordingly. As Mijem’s target market, post-secondary students, is cyclical in nature with respect to the academic year, Mijem’s Advertising and promotion spend likewise fluctuates.

Third Quarter

Mijem did not realize any revenue in the third quarter.

Research and development for the quarter ended April 30, 2023, was $10,488 compared to expense of $73,348 in the prior year. This decrease in cost is due to a reduction in outsourced labour costs and the recovery of SR&D credits.

Salaries for the quarter ended April 30, 2023, was $11,837 compared to $101,452 in the prior year. Corporate management for the quarter ended was $12,355 compared to $105,508 in the prior year. These decreases were due to salary reductions and contract reductions of the senior team.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Share based compensation for the quarter ended April 30, 2023, was $8,598 compared to $26,584 the prior year. This decrease is related to the large expense incurred in the prior year with the award and vesting of existing options on the going public transaction.

Professional fees for the quarter ended April 30, 2023, was $12,729, compared to the prior year of $18,811. This decrease in expense is the result of lower Legal fees, due to less capital financing work in this quarter when compared to the prior year.

Advertising and promotions for the quarter ended April 30, 2023, was $596 compared to $161,436 the prior year. This reduction is a result of an increased focus on student acquisition using non-paid advertising channels and a reduction in the use of external public relations and investor relations resources.

Liquidity And Capital Resources

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The reported financial position of the Company presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. At the period end April 30, 2023, the Company has incurred accumulated losses of $7,476,865 since the Company commenced operations in 2014. At that same time the Company had a negative working capital of $192,245 and a cash balance of $46,314, compared to the period ended 2022 of $995,631 and a cash balance of $51,461. These decreases were due to funding of normal operations.

Cash flows from operating activities primarily consist of the Company’s gain or loss before income tax adjusted for certain noncash items such as amortization, stock-based compensation, interest and accretion on debentures, gains on the settlement of liabilities and changes in working capital.

Cash flows used for operating activities for the Nine months ended April 30, 2023, was ($384,541) compared to (1,452,679) in 2022. The increase was primarily due to reduced expenses, primarily, research & development, advertising & promotion, and corporate management areas.

The Company’s ability to continue operations remains dependent upon its ability to: 1) raise additional funds; 2) realize transaction revenues from existing users; and 3) secure new users, that provide the Company with adequate funds to cover projected expenditures (or a combination of the foregoing). If the Company does not generate sufficient funds from existing or new customer relationships and is unable to raise additional financing, the Company will have to consider strategic alternatives, which may include, among other things, exploring the monetization of certain intangible assets, modification of planned operating expenditures, or the sale of the Company.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table sets out certain information concerning Mijem's contractual obligations, including payments due for each of the next three years and thereafter.

the next three years and thereafter.
	April 30, 2023
Accounts payable and accrued liabilities	Total less than 1 Year 1 - 5 years $ $ $ 259,357 259,357
	259,357 259,357
	July 31, 2022
Accounts payable and accrued liabilities	Total less than 1 Year 1 - 5 years $ $ $ 163,007 163,007
	163,007 163,007

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MIJEM NEWCOMM TECH INC. 2023 MD&A

The Company did not have any off-balance sheet arrangements as of April 30, 2023. The Company did not have any commitments for capital expenditures as of April 30, 2023, nor any financing sources arranged, but not yet used.

Financial Instruments and Other Instruments

The Company holds various forms of financial instruments as follows:

	April 30, 2023	July 31, 2023
	$	$
FVTPL, measured at fair value:
Cash	46,314	429,833
Short-term Investments	5,000	33,000
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	259,357	163,007

The nature of these financial instruments and the Company’s operations exposes Mijem to a number of financial risks, including credit risk, liquidity risk, foreign currency risk and interest rate risk. The Company manages its exposure to these risks by operating in a manner that minimizes its exposure to the extent practical.

Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. At April 30, 2023, primarily all of the Company’s cash and cash equivalents were held at a major Canadian bank.

While the Company accounts receivable at this time are minimal, in future they would be subject to normal credit risks. Any amounts not provided for would be considered fully collectible.

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company manages liquidity risk through cash flow forecasting including anticipated investing and financing activities. See the section titled “Liquidity and Capital Resources” above for further discussion.

Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the Canadian dollar. The Company expects to achieve transaction and advertising revenues in both Canadian and foreign currencies. Revenues in foreign currencies gives rise to the risk that the Company’s income and cash flows may be adversely impacted by fluctuations in foreign exchange rates. Certain purchases of services and equipment are also made in nonCanadian currencies. The Company does not actively manage this risk and uses its natural hedge to mitigate, to the extent possible, the impact of foreign exchange fluctuations.

The most significant foreign exchange exposure arises from U.S. dollar revenue and costs. The Company may experience transaction exposure because of volatility in the exchange rate between the Canadian and U.S. dollar.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and debenture approximate their fair values due to the immediate or short-term maturity of these financial instruments.

Business Risks and Uncertainties

The business of the Company is subject to numerous risk factors, including those more particularly described below. An investment in or ownership of Common Shares should be considered highly speculative due to the nature of the Company's business, its current stage of development and the potential requirement for additional financing.

Negative Impact of COVID-19 Outbreak

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread and has resulted in various variants emerging, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The Company was impacted negatively by the COVID-19 pandemic primarily through the shut-down of university campuses as vibrant campus life is conducive to the Company’s marketing and brand development efforts. While campus life has normalized in Canada the United States, the most significant impacts of the COVID-10 pandemic appear to have passed but it is not possible to predict the timing, duration, or magnitude of further outbreaks of the pandemic or lockdowns of campus life. The Company’s operations and business will be impacted should further public health restrictions be imposed on university and college campuses.

Business Interruption Risks

The Company may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to the COVID-19 pandemic. In particular, the Company may be adversely affected by public health decisions having the effect of restricting physical attendance of university or college students on campus. An outbreak of infectious disease, a pandemic, or a similar public health threat, such as COVID-19 and the related variants, or a fear of any of the foregoing, could adversely impact the Company. It is unknown whether and how the Company may be affected if such an epidemic continues to persist for an extended period. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, and financial condition.

Substantial Capital Requirements; Liquidity; Going Concern

Because of the costs associated with further development of Mijem's technology and business, and the fact that Mijem's ability to generate revenue will depend on a variety of factors (including the ability of Mijem to meet its development schedule and consumer acceptance of Mijem technologies), additional funds may be required to support Mijem's business. Mijem has accumulated a substantial deficit and continues to have operating losses. These conditions indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Additional funds (whether through additional equity financing, debt financing or other sources) may not be available (at all or on terms acceptable to Mijem) or may result in significant dilution to Mijem shareholders or significant interest obligations. The inability to obtain additional funds in the short term will have a material adverse effect on Mijem's business, results of operations, and financial condition and could result in the Company ceasing operations.

No Record of Profit

Mijem has incurred significant losses to date, and there can be no assurance that the future business activities of Mijem will be profitable. Since its organization, Mijem has incurred costs to develop and enhance its technology, to establish strategic relationships and to build administrative support systems. Mijem has a negative working capital of $185,452 as of April 30, 2023. Mijem incurred losses of $719,966 for the nine-month period April 30, 2023, $2,209,637 for the nine-month period April 30, 2022, and $267,043 for the Nine-month period April 30, 2021. Mijem's ability to operate profitably and generate positive cash-flow in the future will be affected by a variety of factors (including its ability to further develop and test its technology o ~~n~~ schedule and on budget, the pace at which it secures additional users, the time and expense required for the roll-out of its technology, its success in marketing its applications to consumers, the intensity of the competition experienced by Mijem and the availability of additional capital to pursue its business plan, including development of new solutions and services). An inability

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MIJEM NEWCOMM TECH INC. 2023 MD&A

to generate sufficient funds from operations will have a material adverse effect on Mijem's business, results of operations and financial condition.

Developing Market

Mijem is engaged in the ongoing development and marketing of an application that continues to evolve as the company identifies and implements new and different services to increase its value to its consumer base. As is typical of a consumer-focused application, the demand for the company’s applications is subject to a high level of uncertainly as customer needs and wants can change. If the markets for the Mijem applications fail to develop, develop more slowly than expected or become saturated with competitors, or if the Company's applications do not achieve and maintain market acceptance, the Company's business, results of operations and financial condition will be materially adversely affected.

Current Enterprise Value Assigned by the Market, Liquidity

The actions of all stakeholders in the business may be adversely affected by the current market capitalization of the Company. These stakeholders include users, potential users, competitors, and current or prospective employees. These stakeholders may ascribe a higher business risk to the Company due to its relatively low market capitalization, and any perception of higher risks may have a material adverse effect on Mijem's business, results, and financial condition.

Third Party Technology

In providing its solutions and services, Mijem is, and will continue to be, dependent on technologies and infrastructure that are beyond Mijem's control, including smartphones, computers, cellular telephone networks, cloud computing services, and payment systems. There can be no assurance that, if weaknesses or errors in third party software or hardware are detected, Mijem will be able to correct or compensate for such weaknesses or errors. If Mijem is unable to address weaknesses or errors and the Company's technology is therefore unable to meet consumer needs or expectations, Mijem's business, results of operations and financial condition will be materially adversely affected. In addition, there can be no assurance that the Company will continue to have access to required third-party technology on terms acceptable to Mijem. If Mijem is unable to obtain third party technology on acceptable terms, Mijem's business, results of operations and financial condition will be materially adversely affected.

Rapid Technological Change

The technology industry is subject to rapid change, and the inability of Mijem to adapt to such change may have an adverse effect on Mijem's business, results of operations and financial condition. The effect of new developments and technological changes on the business sector in which Mijem is active cannot be predicted. Such developments would include, but are not limited to, change in web browser technology, how mobile advertising is delivered by advertisers and transacted with potential consumers, changes to or the development of alternative payment systems, changes to smartphone technology, a change in the success rate on the application of analytics in advertising, consumer backlash resulting from the collection and use of demographic intelligence, and industry consolidation. Mijem's failure to adapt to any of the above could have a material adverse effect on Mijem's business, results of operations and financial condition.

Competition

Mijem is subject to competition from other organizations (many of which have substantially greater human and financial resources) and there can be no assurance that Mijem will be able to compete effectively in its target markets. Technologies do exist that are competitive with the Company's offerings. Certain organizations with substantially greater financial and human resources than the Company have active research and development initiatives involving the development and implementation of consumer online and mobile buy/sell/trade solutions. The inability of Mijem to preserve existing users and secure additional users due to competitive technologies will have a material adverse effect on Mijem's business, results of operations and financial condition.

In addition, advances in communications technology as well as changes in the marketplace and the regulatory environment are constantly occurring and any such change could have a material adverse effect on Mijem.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Need for Research and Development

To achieve its business objectives and obtain market share and profitability, Mijem will need to continually research, develop and refine the Company's applications. Many factors may limit Mijem's ability to develop and refine required technologies or to create, acquire or negotiate access to new technologies. Mijem may also be exposed to marketplace resistance to new technology and services. Any failure of Mijem to develop new technologies or refine its existing technologies or offer new applications could have a material adverse effect on Mijem's business, results of operations and financial condition.

Defects and Liability

The software utilized to deliver the Company's applications is complex and sophisticated and may contain design defects or software errors that are difficult to detect and correct. There can be no assurance that the Company's technologies will be free from errors or defects, or, if discovered, that Mijem will be able to successfully correct such errors in a timely manner or at all. Errors or failures in the Company's technologies could result in loss of or delay in market acceptance and usage of the Company's applications and correcting such errors and failures could require significant expenditures. Because of the competitive nature of the marketplace in which the Company’s application is delivered, the reputational harm resulting from errors and failures could be very damaging to Mijem. The consequences of such errors and failures could have a material adverse effect on Mijem's businesses, results of operations and financial condition.

Patents and Other Intellectual Property

While Mijem has now successfully been granted a U.S. patent for its proprietary method for the collection and processing of online data (U.S application number 15/509,979), the possibility remains that in the future, such patent could potentially be challenged. Competitors may have filed patent applications or hold issued patents relating to services or processes competitive with those of Mijem.Others may independently develop similar services or duplicate unpatented elements of the Company's technologies.

Mijem's success will be largely dependent upon its ability to protect its proprietary technologies. Mijem relies upon copyrights, trademarks, and trade secrets to protect its intellectual property. Where appropriate, Mijem also enters into non-disclosure agreements with persons to whom it reveals proprietary information. Any failure or inability on the part of Mijem to protect its intellectual property could have a material adverse effect on Mijem's business, results of operations and financial condition.

Mijem may be required to engage in litigation in the future to enforce or protect its intellectual property rights or to defend against claims of invalidity and Mijem may incur substantial costs as a result. Any claims or litigation initiated by Mijem to protect its intellectual property could result in significant expense to Mijem and diversion of the efforts of Mijem's technical and management resources, whether or not the claims or litigation are determined in favor of Mijem.

Ability to Manage Growth

Responding to consumer demands, expansion into other geographical markets and targeted growth in Mijem's business has placed, and is likely to continue to place, significant strains on Mijem's administrative and operational resources and increased demands on its management, internal systems, procedures, and controls. If Mijem experiences rapid acceptance of its applications, the need to manage such growth will add to the demands on Mijem's management, resources, systems, procedures, and controls. There can be no assurance that Mijem's administrative infrastructure, systems, procedures, and controls will be adequate to support Mijem's operations or that Mijem's officers and personnel will be able to manage any significant expansion of operations. If Mijem is unable to manage growth effectively, Mijem's business, operating results and financial condition will be materially adversely affected.

Personnel Resources

Mijem is (and will continue to be) reliant upon its management and technical personnel in all aspects of its business, including to anticipate and address consumer demands in areas such as software development, customer service, marketing, finance, strategic planning, and management. There can be no assurance that qualified management or technical personnel will be available to Mijem in the future. The loss of services of any of the Company's management or technical personnel could have a material adverse effect on its business, results of operations and financial condition.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Potential Fluctuations in Quarterly Operating Results

Mijem expects to be exposed to significant fluctuations in quarterly operating results caused by many factors, including changes in the demand for and or usage of the Company's applications, the introduction of competing technologies, market acceptance of enhancements to the Company's applications, delays in the introduction of enhancements to the Company's applications, changes in Mijem's pricing policies or those of its competitors, the mix of solutions and services sold, foreign currency exchange rates and general economic conditions. Such fluctuations could have a material adverse effect on Mijem's business, results of operations and financial condition.

Risk of Industry Consolidation

Mijem may have established working relationships that are undermined by a business combination or other transaction with another business in the marketplace. This could have a material adverse effect on Mijem's business, results of operations and financial conditions.

Government Regulation

The marketplace within which Mijem operates is in constant flux in relation to government regulation. Areas being regulated include regulation relating to online payments, privacy, restricted category (or class) of goods for resale, consumer protection laws, and opt-in requirements for mobile applications. Regulation is also being considered for use and application of consumer demographic information for mobile advertising purposes and other areas impacting on mobile advertising. The consequences of such regulation or changes to such regulation could have a material adverse effect on Mijem’s business, results of operations and financial condition.

Costs Associated with Compliance with Securities Laws

Mijem is a publicly traded corporation and is subject to all the obligations imposed on "reporting issuers" under applicable securities laws and all the obligations applicable to a listed company under stock exchange rules. Direct and indirect costs associated with public company status have increased in recent years and regulatory initiatives under consideration may further increase the costs of being public in Canada and could have a material adverse effect on Mijem's business, results of operations and financial condition. If Mijem is unable to generate significant revenues from business operations, the cost of complying with applicable regulatory requirements will represent a significant financial burden to Mijem and may have a material adverse effect on Mijem's business, results of operations and financial condition.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

Outstanding Share Data

The Company is authorized to issue an unlimited number of common shares, an unlimited number of Classes ‘A’, ‘B’ and ‘C’ common shares, and an unlimited number of first preferred shares issuable in series by the directors. The common shares are without nominal or par value and may carry rights, privileges, priorities, limitations, conditions, and restrictions according to the class their issued at including receiving dividends and voting rights.

The Class ‘A’ common shares have all rights and privileges of common shares with the exception that Class ‘A’ shares cannot be traded on any public exchange and automatically reverted to Common Shares four months after the RTO. The RTO took place on January 6, 2022. These shares were automatically converted to Common shares on May 6, 2022, and as a result there are currently no Class ‘A’ common shares issued and outstanding.

The Class ‘B’ common shares have all rights and privileges of common shares with the exception that Class ‘B’ shares cannot be traded on any public exchange and will automatically revert to Common Shares eight months after the RTO. The RTO took place on January 6, 2022. These shares were automatically converted to Common free trading shares on September 6, 2022.

The Class ‘C’ common shares have all rights and privileges of common shares with the exception that Class ‘C’ shares cannot be traded on any public exchange and will automatically revert to Common Shares twelve months after the RTO. The RTO took place on January 6, 2022. These shares were automatically converted to Common shares on January 6, 2023.

The First Preferred Shares shall be entitled to preference over the common shares of the Company and over any other shares of the Company ranking junior to the First Preferred Shares with respect to payment of dividends and return of capital and in the distribution of assets in the event of liquidation, dissolution, or wind-up of the Company. There are currently no Preferred Shares issued and outstanding.

The total issued and outstanding shares at April 30, 2023 are 27,787,636 made up of the following;

Common	Class A	Class B		Class C		Preferred
27,787,636	0		0		0	0

The following have been adjusted to reflect all amalgamations, splits, and consolidations to April 30, 2023. Shares

issued and outstanding on April 30, 2023, total 27,787,636, at the period July 31, 2022 – 27,787,636.

Share purchase warrants issued at April 30, 2023 total 845,080, (approximate average exercise price $0.2328) at the same period 2022 – 1,587,290 (approximate average exercise price $0.2268).

				Weighted
				average
	Number of		Estimated grant	remaining
	warrants	Exercise Price	**date fair value **	contractual life
Expiry Date	outstanding	$	$	( in years)
06-Jan-24	496,800	0.2500	65,282	0.688
01-Apr-24	64,920	0.1925	8,721	0.923
30-May-25	283,360	0.2117	43,870	2.085
	845,080		117,873	1.174

Options granted at April 30, 2023, - 2,463,182 at the same period 2022 – 2,763,182.

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MIJEM NEWCOMM TECH INC. 2023 MD&A

					Weighted
	Number of	Number of		Recognized grant	remaining
	options	options	Exercise Price	date fair value	contractual life
Expiry Date	outstanding	exercisable	$	$	( in years)
05-Jul-23	176,716	176,716	0.1415	27,065	0.181
07-Feb-24	159,390	159,390	0.1888	21,506	0.775
06-Jan-27	277,876	277,876	0.2500	51,867	3.690
14-Jan-27	1,315,000	983,334	0.2500	221,074	3.712
14-Apr-27	180,000	-	0.2500	6,983	3.959
30-May-30	354,200	354,200	0.2117	65,311	7.088
	2,463,182	1,951,516		393,806	3.770	.

Related Party Transactions

Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, and consist of its directors, Chief Executive Officer and Chief Financial Officer.

The remuneration of key management personnel for the periods ended April 30, 2023, and 2022 are as follows:

	Three	Months	Nine	Months
Three months ended April 30,	2023	2022	2023	2022
	$	$	$	$
Consulting fees, payroll and other benefits	20,721	124,781	120,794	272,061
Share-based compensation	8,598	183,105	53,441	195,809
	29,319	307,886	174,235	467,870

Included in consulting fees above, in the month of January 2023, $4,196 was paid to a company related to one of the Directors for services in connection with the annual shareholders meeting.

Critical Accounting Policies and Estimates

The Company’s audited periods ended July 31, 2022, July 31, 2021, and July 31,2020 were prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"). Please refer to Note 2 of the Company's audited financial statements for a detailed discussion regarding the significant accounting policies relied upon in the preparation of the financial statements, the application of critical estimates and judgements in the preparation of the financial statements and recent accounting pronouncements.

Subsequent Events

Mr. Gord Tomkin and Mrs. Laurie Freudenberg resigned as CFO and CEO of the Company respectively on March 17, 2023. Subsequent to April 30, 2023, on Jun 15, 2023, the former CFO had 360,000 stock options at an exercise price of $0.25 expire. The expiration was realized as per the Company’s Stock Option Plan.

Subsequent to April 30, 2023, on Jun 21, 2023, the Company cancelled 1,853,182 incentive stock options (the "Options") pursuant to its Stock Option Plan. All of these remaining options of the Company had been granted between May 2020 and March 2022 to several of the Company's directors, officers and consultants.

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