Predictiv AI Inc. — Management Reports 2025

Jun 30, 2025

Predictiv AI

20 Bay Street

11th Floor

Toronto, Ontario

M5J 2N8

Tel:416.792.9088

PREDICTIV AI INC.

Form 51 – 102 F1

Management Discussion & Analysis

For the Period Ended April 30, 2025

June 27, 2025

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Notice to Reader

The following Management Discussion & Analysis ("MD&A") of Predictiv AI Inc. (the "Company" or "PAI Inc.") financial condition and results of operations, prepared as of June 27, 2025, should be read in conjunction with the Company's Consolidated Financial Statements and accompanying Notes for the period ended April 30, 2025 and 2024, which have been prepared in accordance with International Financial Reporting Standards and are incorporated by reference herein and form an integral part of this MD&A. All dollar amounts are in Canadian Dollars unless stated otherwise. These documents can be found on the SEDAR website www.sedar.com.

Our MD&A is intended to enable readers to gain an understanding of PAI Inc.'s current results and financial position. To do so, we provide information and analysis comparing the results of operations and financial position for the current period to those of the preceding comparable twelve-month period. We also provide analysis and commentary that we believe is required to assess the Company's prospects. Accordingly, certain sections of this report contain forward-looking statements that are based on current plans and expectations. These forward-looking statements are affected by risks and uncertainties that are discussed in this document and that could have a material impact on prospects. Readers are cautioned that actual results could vary.

Cautions Regarding Forward-Looking Statements

This MD&A contains certain forward-looking statements, which reflect management's expectations regarding the Company's results of operations, performance, growth, and business prospects and opportunities.

Statements about the Company's future and intentions, results, levels of activity, performance, goals or achievements or other future events constitute forward-looking statements. Wherever possible, words such as "may," "will," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date thereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, competitor activity, product capability and acceptance, international risk and currency exchange rates and technology changes. More detailed assessment of the risks that could cause actual results to materially differ than current expectations is contained in the "Quantitative and Qualitative Disclosures of Market Risk" section of this MD&A.

Predictiv AI Inc.
(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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Summary Description of Predictiv AI Inc.

Predictiv AI Inc. (the "Company" or "PAI Inc.") is a software and solutions provider in the artificial intelligence sector. The Company focuses on technologies designing solutions which deliver predictive outcomes. PAI Inc. is a technology company which helps businesses and organizations make smarter decisions using advanced artificial intelligence, deep machine learning and data science techniques.

One of the Company's operational business units, Weather Telematics Inc. ("Weather Telematics" or "WTX") was a wholly owned subsidiary and was consolidated until its disposition on December 16, 2024.

The head office, principal address and registered and records office of the Company are located at 20 Bay Street, 11th Floor, Toronto, Ontario, Canada, M5J 2N8.

PAI Inc. continues to execute on its strategy of being a strategic operator of emerging technology companies with innovative big data and predictive AI solutions.

Since inception, the Company has incurred losses amounting to $23,993,215 (2024 - $23,663,074). During the period, the Company reported a net loss of $86,059 (2024 - $92,893). As at April 30, 2025 the Company had working capital deficiency of $948,262 (2024 - deficiency $645,912). The ability of the Company to continue as a going concern is dependent upon generating profitable operations from its acquisitions or obtaining new equity and/or debt financing on commercial terms acceptable to the Company. All of these outcomes are material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.

Corporate Highlights

The company has entered into an amended letter of intent (the "LOI") to acquire all issued and outstanding shares of Shift Technologies Canada Inc. ("Shift") and HouseStack Holdings Inc. ("HouseStack"). The LOI outlines the principal terms and conditions of a business combination by way of a share exchange, amalgamation, or other similar form of transaction (the "Proposed Transaction"), which will result in Shift and HouseStack becoming wholly-owned subsidiaries of Predictiv AI, or otherwise combining their corporate existence with a wholly-owned subsidiary of the Company.

Predictiv AI intends for the Proposed Transaction to constitute a reverse-takeover transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The trading in the common shares of Predictiv AI ("PAI Shares") will remain halted pursuant to the policies of the TSXV. It is anticipated that trading will remain halted until the completion of the Proposed Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 Technology Issuer pursuant to the requirements of the TSXV. Unless otherwise indicated, any capitalized term contained in this news release that is not defined herein has the meaning ascribed to such term in the policies of the TSXV.

Operational Focus

Closing of the Proposed Transaction will be subject to a number of conditions precedent including, without limitation:

Predictiv AI Inc. (formerly Internet of Things Inc.)

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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(a) receipt of all required regulatory, corporate and third-party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction;
(b) completion of satisfactory results from due diligence investigations for each of the parties;
(c) completion of the Financing; and
(d) other mutual conditions precedent customary for a transaction such as the Proposed Transaction.

The Proposed Transaction is not a Related Party Transaction under TSXV Policy 5.2, and it is not expected that the Proposed Transaction will be subject to approval by PAI's shareholders. There are no Non-Arm's Length Parties of PAI that are Insiders, officers or shareholders of Shift or HouseStack.

Market Trends

The Company has spent the last 18 months focusing on identifying asset(s) PAI Inc. could partner with or acquire. The Company has been investigating the communications service providers sector and the wireless network technology sector.

Management has a clear focus of what we need to find, as a result we remain convinced predictive outcomes is the true value in any AI based solution. Those companies that can deliver an application or a service that focuses on a predictive outcome to a specific vertical segment, will be the ultimate winners.

Results of Operation

The following is the Company's overall operational highlights for the period ended April 30, 2025:

	Predictiv AI	IoT Labs	Total
Expenses	$ 79,648	$ -	$ 79,648
Profit (Loss) from operations	(79,648)	-	(96,585)
Net comprehensive income (loss)	$ (86,059)	$ -	$ (387,148)

General and administrative expenses

The Company's general and administrative expenses decreased from $15,312 in 2024 to $10,283 for the period ended at April 30, 2025. This decrease in general and administrative expenses is mainly related to the costs associated to shareholder service.

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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The details for general and administrative expenses are as follows:

Period ended April 30,	2025	2024
Shareholder services	$ 3,472	$ 10,076
Marketing and administrative expense	6,811	5,237
	$ 10,283	$ 15,312

Management fees

Management fees for the period ended April 30, 2025 were $36,000 compared to $36,000 in 2024.

Professional and consulting fees

The Company's professional and consulting fees decreased from $41,400 in 2024 to $33,250 for period ended April 30, 2025.

Loss from operations

The Company experienced a net loss from operations of $(86,059) for the period ended April 30, 2025, compared to $(92,893) for the period ended April 30, 2024. The decrease in loss from operations is primarily due to the decreased shareholder service expense.

Summary of Quarterly Results

	Q2-25	Q3-25	Q4-25	Q1-26
Revenue	$ -	$ -	$ -	$ -
Expenses	151,383	111,690	18,416	79,6648
Total Comprehensive Loss	(128,468)	(107,372)	(8,242)	(86,059)
Loss per Share - Basic and Diluted	(0.00)	(0.00)	(0.00)	(0.00)
Total Assets	$ 85,970	$ 10,701	$ 21,047	$ 4,857
	Q2-24	Q3-24	Q4-24	Q1-25
Revenue	$ -	$ -	$ -	$ -
Expenses	101,507	89,749	67,478	92,893
Total Comprehensive Loss	(106,941)	(95,442)	(157,615)	(96,585)
Loss per Share - Basic and Diluted	(0.00)	(0.00)	(0.00)	(0.00)
Total Assets	$ 40,436	$ 23,369	$ 23,636	$ 45,786

General Financial Condition

As of April 30, 2025, PAI Inc. had working capital deficit of $948,262 compared to working capital deficiency of $645,912 as at April 30, 2024. The Company had cash on hand as at April 30, 2025 of $Nil (2024 - $32,972) and relies on future equity and/or debt financing(s) to fund its operations.

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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Liquidity and Capital Resources

As of April 30, 2025, the Company had working capital deficiency of $948,262 as compared to working capital deficiency of $645,912 in 2024.

The Company plans on raising additional working capital through an equity private placement financing or a convertible debt financing, as the capital markets permit, in order to finance its working capital requirements. The Company has been successful in raising sufficient working capital in the past.

Since inception, the Company has incurred losses amounting to $(23,993,215). During the period, the Company reported a net loss of $(86,059) (2024 - $(96,585)). The ability of the Company to continue as a going concern is dependent upon obtaining equity and/or debt financing.

Related Party Balances and Transactions

The Company's key management includes Jim Grimes, President & CEO and Khurram Qureshi, CFO.

The Company had the following transactions with related parties, made in the normal course of operations, and accounted for at an amount of consideration established and agreed to by the Company and the related parties.

As at April 30, 2025, the Company incurred management fees to related parties in the amount of $36,000 (2024 - $36,000), of which $18,000 was paid to the Chief Executive Officer (CEO) (2024 - $18,000), $18,000 was paid to the Chief Financial Officer (2024 - $18,000), and $36,000 (2024 - $36,000) management fees were unpaid and was included in loans payable. As of the end of period, $232,885 was included in loans (2024 - $160,885 was included in accrued liabilities) payable to CEO, and $204,742 was included in loans (2024 - $132,742 was included in accrued liabilities) payable to CFO, as the management fees were converted to unsecured, non-interest-bearing loans.

Proposed Transaction

On March 18, 2025, the Company entered into an amended letter of intent (the "LOI") to acquire all issued and outstanding shares of Shift Technologies Canada Inc. ("Shift") and HouseStack Holdings Inc. ("HouseStack"). Predictiv AI will acquire all issued and outstanding shares in the capital of both Shift and HouseStack (the "Target Shares") in exchange for 82.5% (previously 70%) of the PAI Shares immediately prior to the closing of the Proposed Transaction (but not including the Financing described below). In connection with the closing of the Proposed Transaction, the Company expects to consolidate the PAI Shares on a ratio of 1 new share for each 12.5 old shares (the "Consolidation"). Based on the number of PAI Shares currently issued and outstanding of 128,500,616, it is expected that the Company will have approximately 10,280,049 post-Consolidation PAI Shares outstanding immediately prior to closing of the Proposed Transaction, resulting in the Company issuing approximately 63,000,000 PAI Shares post-Consolidation basis to the shareholders of Shift and HouseStack on closing of the Proposed Transaction.

Predictiv AI Inc.
(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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As part of the Proposed Transaction, Predictiv AI plans to complete an equity financing (the "Financing") for gross proceeds of up to $1,750,000 through the issuance of subscription receipts (the "Subscription Receipts") at a price of $0.10 per Subscription Receipt. Each Subscription Receipt, will convert into one (1) post-Consolidated PAI Share and one half (1/2) of one (1) transferable share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one post-Consolidated PAI Share at an exercise price of $0.15 per share for a period of 12 months from the closing date of the Proposed Transaction.

Off Balance Sheet Arrangements

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

Disclosure of Outstanding Share Data

As of June 27, 2025, the following are outstanding:

• Common Shares – 128,500,616
• Stock Options – Nil
• Warrants – 10,000,000

Predictiv AI Inc.
(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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Business Risk and Uncertainties

We are subject to a number of risks and uncertainties that can significantly affect our business, financial condition and future financial performance, as described below. In particular, there remain significant uncertainties in capital markets impacting the availability of equity financing. While these uncertainties in capital markets do not have a direct impact on our ability to carry out our business, the Company may be impacted should it become more difficult to gain access to capital when and if needed. These risks and uncertainties are not necessarily the only risks the Company faces. Additional risks and uncertainties that are presently unknown to the Company may adversely affect our business.

Limited Operating History

The Company has a limited operating history and has limited revenues derived from its operations. The Company may not be able to achieve profitability or continue operations on an ongoing basis. As well, the Company has encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including challenges in accurate financial planning and forecasting.

Problems Resulting from Rapid Growth

The Company will be pursuing a plan to market its solutions and platform throughout Canada, the US and abroad, and will require capital in order to meet these growth plans. There can be no assurances that proceeds from the Company's financings will enable the Company to meet these growth needs. The Company expects to require significant working capital and other financial resources to implement its plan for rapid growth, including attracting and retaining qualified personnel. No assurance exists that the plan will be successful, and this may have a material adverse consequence on the business of the Company.

Growth of E-Commerce

The business of selling goods and services over the internet is dynamic and relatively new. Concerns about fraud, privacy and other challenges may discourage consumers and customers from adopting the internet as a medium of commerce.

Liquidity and Capital Requirements

The Company faces significant challenges in order to achieve profitability. There can be no assurance that it will be able to maintain adequate liquidity or achieve long-term viability. The Company's ability to meet its obligations in the ordinary course of business is dependent upon management's ability to establish profitable operations or raise capital, as needed, through public, or private debt or equity financing, or other sources of financing to fund operations.

The disruption of the capital markets and/or a decline in economic conditions, amongst other factors, could negatively impact the Company's ability to achieve profitability or raise additional capital when needed. In order to optimize the growth of the business, the Company may need to raise additional debt or equity financing. There can be no assurance that the Company will be able to identify a source of such financing, or that such financing will be available on acceptable terms, if at all. Moreover, should the opportunity to raise additional capital arise, any additional

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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debt or equity financing could result in significant dilution of the existing holders of the Company's common shares.

Acquisitions or Other Business Transactions

The Company may, when and if opportunities arise, acquire other products, technologies or businesses that are complementary to its business. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies and products of the acquired companies, the diversion of management's attention from other business concerns, risks associated with entering new markets or conducting operations in industry segments in the Company has no or limited experience, and the potential loss of key employees of the investee companies. Moreover, there can be no assurances that any anticipated benefits of an acquisition will be realized. Future acquisitions by the Company, could result in potentially dilutive issuances of equity securities, the use of cash, the incurrence of debt and contingent liabilities, and write-off of acquired research and development costs, all of which could materially adversely affect the Company's financial condition, results of operations and cash flows.

Retention or Maintenance of Key Personnel

Although the Company's management has made efforts to align the interests of key employees by, among other things, granting equity interests in the Company to its operations personnel with vesting schedules tied to continued employment, there is no assurance that the Company can attract or retain key personnel in a timely manner as the need arises. Failure to have adequate personnel may materially compromise the ability of the Company to operate its business.

Conflicts of Interest

The Company may contract with affiliated parties, members of management of the Company, or companies owned or controlled by members of the Company's management. These parties or persons may obtain compensation and other benefits in transactions relating to the Company.

Certain members of management of the Company have other business activities in addition to the business of the Company, although each such member of management is contracted to devote the substantial majority of his or her working time to the Company. Despite management's intention to act fairly, it is possible that the Company could inadvertently enter into arrangements with related parties that feature less favourable terms than could have been obtained from unrelated parties.

Proprietary Rights Could Be Subject to Suits or Claims

No assurance exists that the Company or any company with which it conducts business can or will be successful in pursuing protection of the Company's proprietary rights such as business names, logos, marks, ideas, inventions, copyrights in photos and other visual works, and technology. In many cases, governmental registrations may not be available or advisable, considering legalities and expense, and even if registrations are obtained, adverse claims or litigation could occur.

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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Internal Controls over Financial Reporting

In accordance with National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, management is responsible for establishing and maintaining adequate internal controls over financial reporting ("ICFR"). The Company's management, including the CEO and CFO, has designed Internal Control-Integrated Framework to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

Notwithstanding human errors that impose inherent limitations in the financial reporting process, our board of directors is responsible for the approval process of our disclosure documents. All significant disclosures are subject to review and approval by the board prior to submission. This process ensures that our disclosures align with our corporate objectives and comply with regulatory requirements.

Statement of Corporate Governance

Corporate Governance

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive, but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making. Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), the Company is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Board of Directors

The Board is currently composed of two (2) directors, Messrs. Jim Grimes and Khurram Qureshi. The Company is in the process of considering additional individuals to add to the Board as independent directors.

NP 58-201 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as "independent" directors, within the meaning set out under National Instrument 52-110 Audit Committees ("NI 52-110"), which provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the company's board, be reasonably expected to interfere with the exercise of a director's independent judgment.

None of the current directors are considered to be "independent" as one is the Chief Executive Officer of the Company, and the other is the Chief Financial Officer of the Company.

Predictiv AI Inc.
(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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Once independent directors have been appointed to the Board, the Board will be expected to act independent of management of the Company. In order to enhance the Board's ability to act independently of management, the members of the Board may meet in the absence of members of management and the non-independent directors. In the event of a conflict of interest at a meeting of the Board, the conflicted director will, in accordance with corporate law and in accordance with his or her fiduciary obligations as a director of the Company, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against the approval of such participation. In addition, the members of the Board that are not members of management of the Company are encouraged by the management members of the Board to communicate and obtain advice from such advisors and legal counsel as they may deem necessary in order to reach a conclusion with respect to issues brought before the Board.

Board Mandate

The Board is responsible for the conduct of the Company's affairs generally. The Board is responsible for reviewing and approving the Company's operating plans and budgets as presented by management. The Board is responsible for identifying the principal risks of the Company's business and for ensuring these risks are effectively monitored and mitigated to the extent practicable. Succession planning, including the recruitment, supervision, compensation and performance assessment of the Company's senior management personnel also fall within the ambit of the Board's responsibilities. The Board is responsible for ensuring effective communications by the Company with its Shareholders and the public and for ensuring that the Company adheres to all regulatory requirements with respect to the timeliness and content of its disclosure. In keeping with its overall responsibility for the stewardship of the financial affairs of the Company, the Board created an Audit Committee (as hereinafter defined) which is responsible for the integrity of the Company's internal control and management information systems.

The Board is responsible for approving annual operating plans recommended by management. Board consideration and approval is also required for all material contracts and business transactions and all debt and equity financing proposals.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing the Company's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

Other Reporting Issuer Directorships

The current directors do not have any other reporting issuer directorships.

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors of the Company. However, any new directors will be given the opportunity to (a) familiarize themselves with the Company, the current directors, and members of management; (b) review copies of recently filed public documents of the Company and the Company's internal financial information; (c) have access to technology experts and consultants; and (d) review a summary of relevant corporate and securities legislation. Directors are also given the opportunity for

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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continuing education. Board meetings may also include presentations by the Company's management and consultants to give the directors additional insight into the Company's business.

Each new director is given an outline of the nature of the Company's business, its corporate strategy and current issues within the Company. New directors are also required to meet with management of the Company to discuss and better understand the Company's business and are given the opportunity to meet with counsel to the Company to discuss their legal obligations as directors of the Company.

In addition, management of the Company takes steps to ensure that its directors and officers are continually updated as to the latest corporate and securities policies which may affect the directors, officers and committee members of the Company as a whole. The Company continually reviews the latest securities rules and policies. Any such changes or new requirements are then brought to the attention of the Company's directors either by way of director or committee meetings or by direct communications from management of the directors.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law, the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest, as well as adherence to the standards contained in the Company's Code of Business Conduct and Ethics, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Further, the Company's auditor has full and unrestricted access to the Audit Committee (as hereinafter defined) of the Company at all times to discuss the audit of the Company's financial statements and any related findings as to the integrity of the financial reporting process.

Nomination of Directors

The Corporate Governance & Nominating Committee considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. Accordingly, the Corporate Governance & Nominating Committee considers five (5) directors, in light of the Company's state of development, to be appropriate. The Company is in the process of adding three (3) independent directors.

Audit Committee Disclosure

Pursuant to applicable laws, the policies of the TSXV and NI 52-110, the Company is required to have an audit committee comprised of not less than three (3) directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Information Circular or MD&A certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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The Audit Committee is responsible for the Company's financial reporting process and the quality of its financial reporting. In addition to its other duties, the Audit Committee reviews all financial statements, annual and interim, intended for circulation among Shareholders and reports upon these to the Board. In addition, the Board may refer to the Audit Committee other matters and questions relating to the financial position of the Company. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management and the external auditors and monitors the independence of those auditors.

Audit Committee's Charter

The Board is responsible for reviewing and approving the unaudited interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. The audit committee of the Company (the "Audit Committee") assists the Board in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board for its consideration in approving the unaudited interim financial statements together with other financial information of the Company for issuance to the Shareholders.

The Audit Committee has the general responsibility to review and make recommendations to the Board on the approval of the Company's annual and interim financial statements, the management discussion and analysis and the other financial information or disclosure of the Company. More particularly, it has the mandate to:

a) oversee all the aspects pertaining to the process of reporting and divulging financial information, the internal controls and the insurance coverage of the Company;
b) oversee the implementation of the Company's rules and policies pertaining to financial information and internal controls and management of financial risks and to ensure that the certifications process of annual and interim financial statements is conformed with the applicable regulations; and
c) evaluate and supervise the risk control program and review all related party transactions.

The Audit Committee ensures that the external auditors are independent from management. The Audit Committee reviews the work of external auditors, evaluates their performance and remuneration, and makes recommendations to the Board. The Audit Committee also authorizes non-related audit work. A copy of the Charter of the Audit Committee is annexed hereto as Schedule "A".

The Audit Committee is currently comprised of the two members of the Board, both of whom are financially illiterate but not independent. It is expected that the three new independent members appointed to the Board will comprise the Audit Committee upon appointment to the Board.

Approval

The Directors of Predictiv AI Inc. have approved the disclosure contained in this MD&A.

Additional Information

Additional information relating to the Company can be found on SEDAR at www.sedarplus.ca

Predictiv AI Inc.

(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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SCHEDULE "A"
AUDIT COMMITTEE CHARTER

The following charter ("Charter") is adopted in compliance with National Instrument 52-110 Audit Committees ("NI 52-110").

GENERAL FUNCTIONS, AUTHORITY, AND ROLE

The Audit Committee is a committee of the Board of Directors (the "Board") appointed to assist the Board in monitoring (1) the integrity of the financial statements of the Company; (2) compliance by the Company with legal and regulatory requirements related to financial reporting; (3) the qualifications, independence and performance of the Company's independent auditors; and (4) the performance of the Company's internal controls and financial reporting process. The Audit Committee's annual report is included in the annual management information circular.

The Audit Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities, with full access to all books, records, facilities and personnel of the Company, its auditors and its legal advisors. In connection with such investigations or otherwise in the course of fulfilling its responsibilities under this Charter, the Audit Committee has the authority to independently retain special legal, accounting, or other consultants to advise it, and may request any officer or employee of the Company, its independent legal counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee also has the power to create specific subcommittees with all of the investigative powers described above.

The Company's independent auditor is ultimately accountable to the Board and to the Audit Committee. The Board and Audit Committee, as representatives of the Company's shareholders, have the ultimate authority and responsibility to evaluate the independent auditor, and to nominate annually the independent auditor to be proposed for shareholder approval, and to determine appropriate compensation for the independent auditor. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee must maintain free and open communication between the Company's independent auditors, the Board and the management of the Company.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete, accurate, and in accordance with generally accepted accounting principles. This is the responsibility of the independent auditor and management, respectively. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor (other than disagreements regarding financial reporting), or to assure compliance with laws and regulations or the Company's own policies.

MEMBERSHIP

The Audit Committee will consist of a minimum of three members of the Board, appointed annually, a majority of whom are affirmatively confirmed as independent by the Board, subject to such exemptions that may be relied on by the Company pursuant to NI 52-110. The Board will elect, by a majority vote, one member as chairperson of the Audit Committee. A member of the

Predictiv AI Inc.
(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis

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Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory A-2 fee from the Company, and may not be an affiliated person of the Company or any subsidiary thereof, without the consent of the Board.

RESPONSIBILITIES

The responsibilities of the Audit Committee include the following:

1. Frequency of Meetings

The Audit Committee shall meet quarterly or as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically. The Audit Committee shall also meet with the independent auditor at least annually, either in person or telephonically.

1. Reporting Responsibilities

The Audit Committee shall:

a) maintain proper minutes of its meetings;
b) report Audit Committee actions to the Board with such recommendations as the Audit Committee may deem appropriate; and
c) provide a report for the Company's Annual Information Circular, if applicable.

1. Charter Evaluation

The Audit Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

1. Whistleblower Mechanisms

The Audit Committee shall adopt and review annually a mechanism through which employees and others can directly and anonymously contact the Audit Committee with concerns about accounting and auditing matters. The mechanism must include procedures for responding to, and keeping of records of, any such expressions of concern.

1. Independent Auditor

The Audit Committee shall:

1. nominate annually the independent auditor to be proposed for shareholder approval;
2. approve the compensation of the independent auditor, and evaluate the performance of the independent auditor;
3. establish policies and procedures for the engagement of the independent auditor to
4. provide non-audit services;
5. ensure that the independent auditor is not engaged for any activities not permitted by any of the Canadian provincial securities commissions or any securities exchange on which the Company's shares are traded; and
6. ensure that the auditors are not engaged for any of the following types of non-audit services contemporaneous with the audit: (i) bookkeeping or other services related to accounting records or financial statements of the Company; (ii) financial

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information systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contributions-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) any management or human resources function; (vii) broker, dealer, investment advisor, or investment banking services; (viii) legal services; and (ix) expert services related to the auditing service.

1. Hiring Practices

The Audit Committee shall ensure that no senior officer who is, or in the past full year has been, affiliated with or employed by an auditor of the Company or an affiliate, is hired by the Company until at least one full year after the end of either the affiliation or the auditing relationship.

1. Independence Test

The Audit Committee shall take reasonable steps to confirm the independence of the independent auditor by:

a) obtaining from the independent auditor a formal written statement, delineating all relationships between the independent auditor and the Company, consistent with the Independence Standards Board Standard No. 1 and related Canadian regulatory body standards;
b) considering and discussing with the independent auditor any relationships or services, including non-audit services, that may impact the objectivity and independence of the independent auditor; and
c) taking as necessary, or recommending that the Board take, appropriate action to oversee the independence of the independent auditor.

1. Audit Committee Meetings

The Audit Committee shall:

a) hold regular meetings (quarterly or as often as may be deemed necessary or appropriate);
b) in addition, if and as required, at the request of the independent auditor, convene a meeting of the Audit Committee to consider matters the auditor believes should be brought to the attention of the directors or shareholders; and
c) keep minutes of its meetings and report to the Board for approval of any actions taken or recommendations made.

1. Restrictions

The Audit Committee shall:

a) ensure that no restrictions are placed by management on the scope of the auditor's review and examination of the Company's accounts;
b) ensure that no officer or director attempts to fraudulently influence, coerce, manipulate or mislead any accountant engaged in auditing the Company's financial statements.

AUDIT AND REVIEW PROCESS AND RESULTS

Scope

The Audit Committee shall consider, in consultation with the independent auditor, the audit scope and plan of the independent auditor.

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Review Process and Results

The Audit Committee shall:

a) consider and review with the independent auditor the matters required to be discussed by the Statement on Auditing Standards No. 61, as the same may be modified or supplemented from time to time;

b) review and discuss with management and the independent auditor at the completion of the annual examination: (i) the Company's audited financial statements and related notes; (ii) the Company's MD&A and news releases related to financial results; (iii) the independent auditor's audit of the financial statements and its report thereon; (iv) any significant changes required in the independent auditor's audit plan; (v) any changes in financial reporting as a result of changes in GAAP, and any non-GAAP related financial information; (vi) any serious difficulties or disputes with management encountered during the course of the audit; and (vii) other matters related to the conduct of the audit, which are to be communicated to the Audit Committee under generally accepted auditing standards;

c) review, discuss with management and approve annual financial statements prior to public disclosure;

d) review and discuss with management and the independent auditor the adequacy of the Company's internal controls that management and the Board have established and the effectiveness of those systems, and inquire of management and the independent auditor about significant financial risks or exposure and the steps management has taken to minimize such risks to the Company;

e) meet separately with the independent auditor and management, as necessary or appropriate, to discuss any matters that the Audit Committee or any of these groups believe should be discussed privately with the Audit Committee;

f) review and discuss with management and the independent auditor the accounting policies which may be viewed as critical, including all alternative treatments for financial information within generally accepted accounting principles that have been discussed with management;

g) review and discuss with management and the independent auditor any significant changes in the accounting policies of the Company and industry accounting and regulatory financial reporting proposals that may have a significant impact on the Company's financial reports;

h) review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures, if any, on the Company's financial statements;

i) review with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company's financial statements or accounting policies; and

j) review with the Company's legal counsel any legal matters that may have a material impact on the financial statements, the Company's financial compliance policies and any material reports or inquiries received from regulators or governmental agencies related to financial matters.

SECURITIES REGULATORY FILINGS

The Audit Committee shall:

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a) review filings with the Canadian provincial securities commissions and other published documents containing the Company's financial statements; and
b) review, with management and the independent auditor, prior to filing with regulatory bodies, the financial reports (including related notes and MD&A) at the completion of any review engagement or other examination. The designated financial expert of the Audit Committee may represent the entire Audit Committee for purposes of this review.

RISK ASSESSMENT

The Audit Committee shall:

a) meet periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures; and
b) assess risk areas and policies to manage risk including, without limitation, environmental risk, insurance coverage and other areas as determined by the Board from time to time.

AMENDMENTS TO AUDIT COMMITTEE CHARTER

The Audit Committee shall annually review this Charter and propose amendments to be ratified by a simple majority of the Board.

Predictiv AI Inc.
(TSX-V: PAI; OTC: INOTD; FSE:7IT) Management Discussion & Analysis