Pioneering Technology Corp.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

January 28, 2022

This Management Discussion and Analysis (“MD&A”) is prepared as at January 28, 2022 and should be read in conjunction with the audited financial statements and related notes of Pioneering Technology Corp. (“Pioneering” or the “Company”) for the year ended September 30, 2021, along with the audited financial statements and related notes of the Company for year ended September 30, 2020, each of which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as published by the International Accounting Standards Board (”IASB”). All figures are in Canadian dollars unless stated otherwise. Additional information relevant to the Company’s activities can be found on the Company’s profile on SEDAR at www.sedar.com.

Certain information in the MD&A is forward-looking and is subject to important risks and uncertainties. The results of events predicted in this information may differ from actual results or events. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “project”, “predict”, “potential” “could”, “might”, “should” and other similar expressions. The Company believes the expectations reflected in forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements are not guarantees as to the Company’s future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements speak only to the date of the MD&A. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise except as required pursuant to applicable securities laws.

Non-IFRS Measures

In addition to disclosing results in accordance with IFRS, the Company also provides supplementary non-IFRS measures as a method of evaluating the Company’s performance.

Adjusted EBITDA

Management uses Adjusted EBITDA as a measure of enterprise-wide performance. Adjusted EBITDA is defined as net income (loss) for the year plus income tax expense, fair value movement - derivative liability, depreciation of property and equipment, amortization of patents and intangibles, stock-based compensation, unrealized foreign exchange, interest expense and other non-recurring gains or losses including transaction costs related to acquisitions. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Adjusted EBITDA does not have any standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures presented by other companies. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) prepared in accordance with IFRS. Readers are cautioned that Adjusted EBITDA is not an alternative to measures determined in accordance with IFRS and should not, on its own, be construed as an indicator of performance, cash flow or profitability.

Tariff Adjusted EBITDA

Tariff Adjusted EBITDA, defined as Adjusted EBITDA adjusted for tariff and tariff related costs, is used by management to measure operating performance of the Company and is a supplement to our audited financial statements presented in accordance with IFRS. Tariff Adjusted EBITDA is a helpful measure of operating performance, similar to Adjusted EBITDA, enabling management and investors to gain a clearer understanding of the underlying financial performance of the Company without the impact of U.S. Section 301 tariffs and related costs. While management considers Tariff Adjusted EBITDA a meaningful measure for assessing the underlying financial performance of the Company, Tariff Adjusted EBITDA is a non-IFRS measure and does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies.

Corporate Overview

Vision:

To be the leader in cooking fire prevention technologies to save lives and homes.

Mission:

To be North America’s leader in cooking fire prevention technologies and protect people and property from the leading cause of household fire – cooking fires.

The Company’s business is focused on cooking fire prevention and the Company's product innovations also help end users save energy and deliver a return on investment. All of the Company’s intellectual property is protected by patents, patents pending or trademarks. The Company’s business model is to sell its proprietary technologies and products through third party distribution channel partnerships and/or to license its technologies to original equipment manufacturers (“OEMs”).

The Problem:

Cooking fires are the number one cause of household fires globally. In the United States cooking is the cause of 48% of all reported home fires. This equates to approximately 172,000 cooking related structure fires and $1.1 billion in direct property damage annually. Indirect costs are more than $7 billion. ( Source: National Fire Protection Association www.nfpa.org). Of the 172,000 cooking fires reported to the fire service each year in the U.S. there are, on average, an additional 4.7 million cooking fires that go unreported. ( Source: Consumer Product Safety Commission ). Cooking fires have increased as a percentage of overall household fires from 20% in 1980 to 48% today. Cooking fires continue to be a significant problem in the U.S. and around the world.

The Solutions:

The Company’s product solutions help reduce cooking fires and false alarms by helping prevent these types of fires from the beginning. They also reduce energy consumption and deliver a proven return on investment. Its two primary products - SmartBurner and Safe-T-element - use patented “temperature limiting control” (TLC) technology. This technology has been recognized by the fire prevention community as a compelling technology able to help prevent cooking fires and to help solve the multi-billion-dollar cooking fire problem better than any other technology available on the market today. Pioneering has installed over 1.2 million of its TLC burners to date without a single confirmed cooking fire. These product/technology solutions that protect people and properties at present include:

The Safe-T-element® (STE) (or Smart Element) cooking system, engineered to help prevent stovetop cooking fires on electric coil stoves before they start due to its temperature limiting control (TLC) technology. The product is available as a professionally installed aftermarket solution or pre-equipped on new ranges and is sold to multi-residential channels and institutions throughout North America.

Smart Burner™ (SB) is an easy to install (plug and play) version of the STE that delivers all the benefits of the STE but does not require professional installation. This product is targeted to multi-residential channels but is also available to consumers at retail or online. Pioneering’s patented temperature limiting control technology has been installed on over 1.5 million burners without a single confirmed cooking fire.

The Safe-T-sensor™ (STS) - STS 2.0 (known as the Smart Micro/SM technology), designed for microwave ovens to help prevent microwave fires and false/nuisance alarms. This product is most relevant in high volume/people college, seniors, health and office environments where a microwave smoke/fire alarm evacuation results in a dangerous situation, a significant cost and/or a loss of productivity. The STS/SM delivers a significant and proven return on investment.

New Products:

Pioneering is focused on developing and commercializing new fire prevention technologies and product opportunities to bring product solutions to its channel partners and end customers that will provide safety and drive incremental revenue growth. The Company’s goal is to deliver cooking fire prevention solutions for both the OEM and the aftermarket for all stovetop cooking platforms (electric coil, ceramic glass top, induction, gas), microwave ovens, and other common household appliances that endanger people and properties and cost billions of dollars annually.

Overall Performance

Revenue was down approximately 49% to $3,351,014 in fiscal 2021 as compared to revenue of $6,540,550 in fiscal 2020. Loss for the year was $(1,315,955) versus a loss of $(883,267) in 2020. Adjusted EBITDA was $(1,053,904), down from Adjusted EBITDA of $(352,862) in 2020. Tariff Adjusted EBITDA was $(838,416) compared to Tariff Adjusted EBITDA in 2020 of $163,777.

While revenue, gross profits and Adjusted EBITDA had increased significantly in the prior years i.e., in fiscal 2020 as compared to fiscal 2019, this was largely due to a strong first half of 2020. The Company’s financial performance began to decline in the second half of 2020 as the COVID-19 pandemic (“COVID-19” or the “Pandemic”) resulted in widespread shutdowns, customers delaying new shipments and only placing necessary orders. This trend has extended into fiscal 2021 as COVID-19 continued to adversely affect the Company’s business.

Gross profit margin for the fiscal year 2021 was 44%, an improvement over the gross profit margin of 41% in the prior year, due to initiatives implemented by the Company to offset the impact of tariffs imposed by the United States on products produced in China and sold in the United States and price increases from the Company’s supply partners.

The COVID-19 pandemic and U.S. tariffs on Chinese made goods presented ongoing challenges but the Company has a strong balance sheet, a sales pipeline and a strategic plan going forward to continue improving gross profits, which it expects will allow it to manage these challenges and take advantage of new opportunities while continuing to invest in new product development and meet increasing customer demand.

Three Months Ended September 30, 2021, Compared to Three Months Ended September 30, 2020

Revenue for the three months ended September 30, 2021, was $369,215 compared to $1,002,287 during the same period in 2020, a decrease of $633,072 The pandemic and related public health measures forced many of the Company’s end-customers to focus on implementing COVID-19 and other related safety measures at their properties to protect tenants and staff. This has created delays in capital expenditures related to purchases and installations of the Company’s products.

Gross profit for the three months ended September 30, 2021, was $156,214 or 42% of revenues as compared to gross profit of $357,572 or 36% of revenues during the three months ended September 30, 2020. This increase in gross margin is as a result of the Company’s focus on strategically addressing some of the increased costs that are out of their control. The Company has negotiated new costs, eliminated some non-essential components without affecting efficacy and by reworking its shipping and fulfilment processes.

During the three months ended September 30, 2021, the Company incurred approximately $422,953 in expenses, a 45% decrease compared to $768,886 during the same period last year. This decrease is for the same reasons as noted in the full fiscal year analysis discussed below.

Net loss for the period was $(283,737) versus a net loss of $(345,047) in the same period last year. While COVID continued to adversely affect the Company’s revenue during the period, the Company has managed its expenses accordingly. It is expected that this situation will improve in 2022.

2022 Strategic Objectives

While variants of COVID-19 continue to emerge, in the United States it appears that much of the impact of the pandemic on business may now be behind us. The Company is cautiously optimistic that more favourable operating conditions will emerge in 2022, removing a number of the challenges it has faced recently.

The Company defines success as a return to profitable revenue in 2022 and profitable growth over the next 36 months. The Company remains committed to: its mission of helping protect people and properties; its focus on leadership share of mind when it comes to cooking fire safety within the multi-residential and institutional markets; and continuing to manage pricing and expenses to enhance gross margins.

The Company’s 2022 strategic plan is focused on the following four key objectives:

1. Continue to build a strong 36-month pipeline: The Company has focused over the past 12 months on developing a stronger pipeline for its product offerings. During 2021, the Company implemented a number of effective lead generation, data analysis and CRM tools to assist in these efforts. In 2022, the Company will continue with these efforts as they pertain to its performing product offerings. It also intends to introduce two new revenue opportunities and will continue focusing on organic growth while eliminating non-performing solutions.

2. Improve Gross Margins. In 2021, the Company successfully implemented a multi-faceted plan to improve gross margins by monitoring costs and product pricing. The Company will continue to execute against this plan in 2022 and has identified or commenced executing additional tactics such as efficiencies in the manufacturing process in discussions with its manufacturing partners, and expansion into other markets with no tariffs.

3. Build a Sales Model that Delivers Broader Access. The Company will continue to focus on: distributor acquisition and engagement; end customer lead generation; closing deals; and superior customer service. However, in 2022 and beyond the Company plans to compliment and extend its regional reach and channel breadth by implementing Master Services and Manufacturer Representatives programs and more direct sales. Management believes this will not only help broaden its reach and relevance but also contribute to improved margins.

4. Leverage Pioneering’s SmartBurner Advantage. The Company will continue to differentiate its superior capabilities versus new competitors who have recently entered the market. Pioneering views these new product introductions as an opportunity to help grow the category while at the same time demonstrating its superior product offerings versus both new entries and Original Equipment Manufacturers. The Company will focus on converting these its advantages in this regard into longer term partnering opportunities/synergies/alliances.

Results of Operations

Impact of U.S. Tariffs

As indicated below, although the Company improved gross margins during fiscal 2021, revenue and profitability were adversely affected by the Pandemic and the impact of U.S. tariffs.

The Company manufactures its products in China and most of its sales are in the United States. Although the U.S. tariffs have been in place for some time, until the second quarter of fiscal 2020 they had not resulted in any significant impact on the Company. This is because the Company built up a significant stockpile of inventory located in the United States prior to the imposition of the tariffs. As a result, until fiscal 2020 the Company did not need to import products into the U.S. to satisfy SmartBurner orders and was therefore not subject to the tariffs on sales of that inventory. The Company’s U.S. based SmartBurner inventory was exhausted late in the first quarter of fiscal 2020. Since then, the Company exported existing inventory from Canada and imported new inventory from China to satisfy the significant increase in sales during the previous year. Sales of these products to U.S. customers were subject to 25% tariffs payable by the Company, resulting in an increase in cost of goods sold of over $215,000 for the fiscal year 2021.

Pioneering continues to work with its legal counsel in the U.S. to pursue a potential exemption from these tariffs based on a similar exemption recently granted by the U.S. Customs and Border Patrol Service. However, there can be no guarantee that the Company will either be successful in obtaining such an exemption or the fact that the U.S government will choose to reduce or eliminate these tariffs. As a result, the Company has assumed that it will continue to pay the tariffs for the foreseeable future and is exploring and implementing initiatives to offset the impact of these tariffs including:

Worked with its manufacturing partner to efficiently reduce cost of goods sold without affecting efficacy.
• Managing operating expenses and limiting those that do not directly contribute to sales growth or new product development.
Eliminating special volume incentives and discount programs.
Negotiated price increases with its key distributors, which were effective January 1, 2021.

While the Company’s initiatives are helping to mitigate the consequences of the tariffs and will continue to improve its gross margins in 2022, there can be no assurance of the extent to which they will offset the entire impact of COVID-19 and the U.S. tariffs on the Company’s costs and profitability.

Year Ended September 30, 2021, Compared to Year Ended September 30, 2020

For the year ended September 30, 2021, revenue was $3,351,014, down approximately 49% versus $6,540,550 for the same period a year ago. This decline was primarily the impact of COVID-19. Further, standard sales incentives offered to partner distributors in the normal course of business (e.g., early payment discounts, volume rebates and market development funds) impacted revenue negatively.

Gross profit for the year ended September 30, 2021, was $1,458,495 or 44% of revenues as compared to gross profit of $2,674,008 or 41% of revenues during the year ended September 30, 2020. The increase in gross profit margin from 41% to 44% is due to the cost savings initiatives implemented by the Company during 2021.

For the year ended September 30, 2021, total expenses were $2,693,125, representing a decrease of $772,441 or 22% from the same period last year. This decrease can be attributed to the Company’s effort to control expenses in areas that do not directly impact revenue generation or new product development.

Net loss for the year ended September 30, 2021, was $(1,315,995) versus a net loss of $(883,267) in the same period last year. While COVID continued to adversely affect the Company’s revenue during the year, the Company has managed its expenses accordingly.

COVID-19 has adversely affected Pioneering’s shipments over the past 18 months. However, the problem that exists in North America and around the world has not changed. In fact, the cooking fire problem has only increased during this period due to more people cooking and eating at home. The Company continues to have a strong sales pipeline driven by those customers who continue to deal with the problem. Customers who had indicated their intentions to purchase and install the Company’s products prior to COVID have generally reiterated their commitment to do so and new customers are identified regularly as a result of the increase in cooking fires and the Company’s advertising activity to help build awareness for its product solutions.

COVID-19 PANDEMIC & GOVERNMENT GRANTS

The outbreak of COVID-19 has resulted in worldwide emergency measures to combat the spread of the virus. These measures, including significant restrictions on commercial activity, have caused massive disruption to businesses globally, resulting in a broad-based and global economic slowdown.

The Company has introduced appropriate measures, procedures, and protocols to foster the health and safety of its employees, vendors, and customers. These measures are based on the Company’s health and safety policies as well as the recommendations from public health authorities. These enhanced protocols include travel restrictions, workplace hygiene practices, employee case tracking, additional personal protective equipment, limited access to facilities, and alternative work options for employees where possible.

The pandemic has exposed the Company’s operations to various risks which include but are not limited to, delay in customer shipments, increase in operating costs, interruption of project work, credit risk associated with customer non-payment, access to financing and change in the timing of cash flows.

For the fiscal year ended September 30, 2021, the Company’s operations continued to be significantly impacted. The extent to which COVID-19 may further impact the Company’s operations, its financial position, and performance remains uncertain, and will depend on further developments, including the duration and spread of the outbreak, its impact on the Company’s customers, suppliers and employees and actions taken by governments. Management continues to closely monitor the situation in the jurisdictions in which the Company operates.

Canada Emergency Wage Subsidy (“CEWS”)

In April 2020, the Government of Canada announced CEWS in order to help employers keep and/or return Canadianbased employees to payrolls in response to challenges posed by the COVID-19 pandemic.

During 2021, the Company determined that it met the employer eligibility criteria and applied for CEWS between October 2020 and September 2021 and as a result, recognized $230,150 (2020 - $175,475) in government grants under the payroll support program.

Canada Emergency Rent Subsidy (“CERS”)

In September 2020, the Government of Canada announced CERS in order to provide relief for commercial tenants in response to challenges posed by the COVID-19 pandemic.

During 2021, the Company determined that it met the tenant eligibility criteria and applied for CERS for the program between October 2020 and September 2021 and as a result, recognized $132,350 (2020 - $nil) in government grants under the rent subsidy program.

Adjusted EBITDA

The Company has provided a reconciliation of Adjusted EBITDA to IFRS net income in the following table. Adjusted EBITDA is defined as net income (loss) for the year plus income tax expense, fair value movement - derivative liability, depreciation of property and equipment, amortization of patents and intangibles, stock-based compensation, unrealized foreign exchange, interest expense and other non-recurring gains or losses including transaction costs related to acquisitions. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons.

For the year ended September 30 Loss for the year Fair value movement - derivative liability Depreciation of property and equipment Amortization of patents and intangibles Stock-based compensation Unrealized foreign exchange (gain) loss Interest expense Non-recurring legal costs Adjusted EBITDA	2021 2020 (1,315,955) $ (883,267) $ (1,236) 1,020 201,807 231,907 17,146 24,574 2,623 103,009 (45,599) 11,919 87,310 90,689 - 67,287
	(1,053,904) $ (352,862) $

For the quarter ended September 30 Loss for the year Fair value movement - derivative liability Depreciation of property and equipment Amortization of patents and intangibles Stock-based compensation Unrealized foreign exchange (gain) loss Interest expense Adjusted EBITDA	2021 2020 (283,737) $ (345,047) $ - (75,113) 44,575 68,191 3,831 6,278 629 (30,188) 23,509 11,919 21,747 8,846
	(189,446) $ (355,114) $

Tariff Adjusted EBITDA

The Company has provided a reconciliation of Tariff Adjusted EBITDA to Adjusted EBITDA in the following table. Tariff Adjusted EBITDA is defined as Adjusted EBITDA adjusted for tariff and tariff related costs.

For the year ended September 30 Adjusted EBITDA Tariff and tariff related costs Tariff Adjusted EBITDA For the quarter ended September 30 Adjusted EBITDA Tariff and tariff related costs Tariff Adjusted EBITDA	2021 2020 (1,053,904) $ (352,862) $ 215,488 516,639
	(838,416) $ 163,777 $
	2021 2020 (189,446) $ (355,114) $ 12,695 98,611
	(176,751) $ (256,503) $

For the Years Ended ($'000's)	For the Years Ended ($'000's)	For the Years Ended ($'000's)	For the Years Ended ($'000's)
	Sep 30 2021	Sep 30 2020	Sep 30 2019
Revenue Loss Assets Non-current liabilities	3,351.0 (1,316.0) 6,565.0 1,511.6	6,540.6 (883.3) 8,818.0 1,594.9	3,941.6 (3,855.7) 7,624.4 353.6
Earnings (loss) per share (basic) Earnings (loss) per share (diluted)	(0.02) (0.02)	(0.02) (0.02)	(0.07) (0.07)

Selected Quarterly Results

For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)	For the Quarters Ended ($'000's)
	Fiscal 2021				Fiscal 2020
	Sep 30 2021	Jun 30 2021	Mar 31 2021	Dec 31 2020	Sep 30 2020	Jun 30 2020	Mar 31 2020	Dec 31 2019
Revenues Gross Profit Expenses Interest & Other Expenses Income (Loss)	369.2 156.2 423.0 17.0 (283.7)	837.9 350.2 537.4 21.3 (208.5)	1,037.8 521.5 650.3 21.5 (150.3)	1,106.1 430.6 1,082.5 21.6 (673.4)	1,002.3 357.6 768.9 (66.3) (345.0)	822.3 300.8 853.3 50.5 (602.9)	2,514.8 848.7 1,030.0 78.7 (260.0)	2,201.2 1,166.9 813.4 28.8 324.7
Earnings (loss) per share (basic) Earnings (loss) per share (diluted)	(0.01) (0.01)	(0.00) (0.00)	(0.00) (0.00)	(0.01) (0.01)	(0.01) (0.01)	(0.01) (0.01)	(0.00) (0.00)	0.01 0.01

Liquidity, Capital Management

The Company manages its liquidity by continuously monitoring forecasted and actual gross profit, expenses, and cash flows from operations.

The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the growth and development of its operations and brings new products to market and to ensure it continues as a going concern. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company will continue to assess new opportunities and seek to acquire an interest in growth situations if it feels there is sufficient economic potential and if it has adequate financial resources to do so.

The Company has historically relied on equity and debt financing as well as cash generated by ongoing operations to fund its capital requirements.

The Company expects that its existing cash on hand, together with cash generated from operations and availability under its existing revolving demand facility, will be sufficient to fund its working capital requirements for fiscal 2022 and to fund future planned growth and development activities. As at September 30, 2021, the Company had cash on hand of $1.5m and positive working capital of $3.4m.

Management reviews its approach to capital management on an ongoing basis and believes that its approach, given the relative size of the Company and the current state of the development stage of its products, is reasonable.

There were no changes in the Company’s approach to capital management during the year.

Disclosure of Outstanding Share Information

The following table sets forth information concerning the issued securities of the Company as at January 28, 2022.

Description	Number
Common Shares: Outstanding at September 30, 2021 Issued	56,041,746 -
Outstanding at January 28, 2022	56,041,746
Stock Options: Outstanding at September 30, 2021 Forfeited	3,975,000 (850,000)
Outstanding at January 28, 2022	3,125,000

Contingencies and Commitments

As at January 28, 2022, management is not aware of any material liabilities, contingent or otherwise, that have not been recorded in financial statements of the Company as at September 30, 2021. In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the accounts where required.

Related Party Transactions

Related party transactions and balances are as follows:

Related party transactions and balances are as follows:
		2021		2020
Type of payment:
Key management salaries and contingent compensation	$	298,438	$	425,750
Value of key management stock options		-		39,476
Value of director stock options		-		19,738
Key management compensation	$	298,438	$	484,964
Amounts due to relatedparties atyear end	$	5,133	$	7,500

The amounts due to related parties are included in the trade payables and accrued liabilities. The Company defines Key Management as its CEO, CFO, COO and its Board of Directors.

Stock options held by related parties and Board of Directors under the stock option plan to purchase ordinary shares have the following expiry dates and exercise prices:

Issuance Expiry Exercise Date Date Price	September 30 2021
$ August 2017 August 2022 $1.07 February 2020 February 2025 $0.14	Number Outstanding 500,000 1,700,000
	2,200,000

Management’s Responsibility for Financial Information

The financial statements of the Company and all the information in this report are the responsibility of management and the Board of Directors.

The financial statements have been prepared by management in accordance with IFRS. Under these principles, management has made certain estimates and assumptions that are reflected in the financial statements. Management believes that these financial statements fairly present the Company’s financial position, results of operations and cash flows.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The board carries out this responsibility principally through the Audit Committee which consists of three independent directors appointed by the Board.

The Audit Committee meets periodically with management as well as with the independent external auditors to discuss auditing matters and financial reporting issues. The Audit Committee reviews the financial statements and external auditors’ report thereon and reports its findings to the board for consideration when the Board approves the financial statements for issuance to the Company’s shareholders. The Committee also considers, for review by the Board and approval by shareholders, the engagement or reappointment of the external auditors. The external auditors have full and free access to the Audit Committee.

Risks and Uncertainties

Readers should consider the risks and other information included in the Company’s audited financial statements and related notes for the year-ended September 30, 2021.

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Pioneering Technology Corp. Management Reports 2022

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