Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Voxtur Analytics Corp.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 (the “Period”)

The information set forth below has been prepared as at April 29, 2024, and is derived from, and should be read in conjunction with Voxtur Analytics Corp.’s (“Voxtur,” “VXTR” or the “Company”) audited consolidated financial statements for the year ended December 31, 2024 (the “Reporting Date”), including the accompanying notes (the “2024 Consolidated Financial Statements”), which can be found on SEDAR+ at www.sedarplus.ca. This Management Discussion and Analysis (“MD&A”) is intended to assist in understanding the dynamics of the Company’s business and key factors underlying its financial results.

The 2024 Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS®”). All dollar figures referred to herein are Canadian dollars unless otherwise stated. For narrative purposes, all dollar amounts, with the exception of per share amounts, have been presented in thousands of dollars.

Company Overview

Voxtur is a real estate technology company. The Company and/or its investees currently offer automated workflows and targeted data analytics to simplify property valuation, tax solutions and settlement services for investors, lenders, government agencies and mortgage servicers. Voxtur’s proprietary data hub and platforms accurately and efficiently value assets, service loans, securitize portfolios and evaluate tax assessments. The Company serves the property lending and property tax sectors, both public and private, in the United States (“US”) and Canada.

The Company has developed a web-based enterprise platform and database to deliver the primary offerings noted below.

Software and Data Licenses:

Digital platforms that allow mortgage originators and investors to view their mortgage asset portfolios and analyze transactional data in real time. More specifically, software solutions that enable mortgage asset valuations and pricing, mortgage asset trading and distribution, and mortgage asset advisory and hedging.
Software that automates and digitizes the appraisal process which includes order tracking, job assignment, collaboration, scheduling tools, and mobile apps for appraisers and enterprises by leveraging a North American repository of public, third party and proprietary data.
Commercialization of client data through the delivery of reports and individual data requests through secure ecommerce transactions or by account. In addition to standardized reports, the Company also provides customized reports through an assisted fulfillment process.
Software that analyzes the accuracy of property assessments by leveraging multiple property data sources to deliver insightful comparable modeling and predictive valuations using proprietary algorithms. Integration of this platform with the Company’s proprietary appeal management module assists public entities in the management of property assessment appeals.
Desktop review software for assessors and government agencies that generate customized portals to view multiple elements related to a property, including street level imagery, aerial imagery, building outline sketches, advanced mapping tools, property valuation details, comparable property analysis, and structural characteristics, amongst others. This architecture has been built to support a full suite of add-on modules and services, including workflow management, sketching software and mobile functionality.

Technology-Managed Services:

The provision of property tax solutions utilizing the Company’s property tax analysis and appeal management platform and sketch software to support clients that require a facilitated experience with the Company’s technology and databases.
Services for clients seeking to outsource property-related services to benefit from the efficiencies the Company can provide using its proprietary technology.

Page 1 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

The provision of real estate technology.

Settlement Services:

The provision of full-service title, escrow and closing services.

The Company’s common shares (“Common Shares”) are traded on the TSX Venture Exchange (“TSXV”) under the symbol VXTR, and on the US OTCQB under the symbol VXTRF.

Significant developments in 2023 and 2024:

The following significant developments occurred in 2023.

The Company closed a non-brokered private placement (the “June 2023 Offering”) for gross proceeds of approximately $11,690.
In November 2023, the Company sold 100% of the outstanding membership interests in Voxtur Appraisal Services, the Company’s Appraisal Management Company, for consideration of $25,324 USD, net of closing adjustments, and an additional $4,000 USD in earn-out consideration to be paid upon the achievement of certain financial targets. See Note 4 of the Consolidated Financial Statements.
In November 2023, the Company repaid approximately $22,000 of the Company’s term debt. See Note 13 of the 2023 Consolidated Financial Statements.

The following significant developments occurred in 2024.

In February 2024, 6,005,050 common shares were issued as part of the consideration transferred to acquire MTE in fiscal 2022. Of this issuance, 5,500,000 shares were issued in lieu of a $500,000 cash payment.
In 2024, amendments to the Company’s credit agreement (the “Amendments”) were executed, which waived breaches of covenants that existed prior to the date of the Amendments, established revised covenants and provided for an additional USD revolving credit facility.
In August 2024, the Company issued 987,487 common shares to settle an outstanding debt of approximately $103. The issuance was considered a shares-for-debt transaction pursuant to the policies of the TSX Venture Exchange.
In July 2024, the Company entered into a definitive agreement to divest 50.5% of the interest of Blue Water Financial Technologies Holding Company, LLC, (“Blue Water”) a subsidiary of the Company, for an upfront cash payment of $30,000 USD, plus a $9,500 USD earnout subject to the achievement of certain milestones. This transaction is subject to various closing conditions.

The following significant developments occurred subsequent to 2024.

In January 2025, the Company terminated the definitive agreement to dispose of 50.5% of Blue Water.
In January 2025, the Company announced that its Board of Directors had initiated a process to identify, examine and consider strategic and financial options available to the Company. Strategic and financial options may include, but are not limited to, recapitalization, a sale of all or a portion of the Company’s assets, merger, or any combination thereof, and continued execution of the Company’s business plan. The Board of Directors has established a Special Committee comprised of independent directors to oversee the process and BMO Capital Markets will assist the Special Committee and the Company with this process.

Page 2 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Use of Non-GAAP Financial Measures

Management has included two non-GAAP financial measures to supplement information contained in this MD&A. These non-GAAP measures do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to similar measures employed by other reporting issuers. The non-GAAP measures contained in this MD&A are:

(a) “Adjusted Working Capital”, which is defined and calculated by the Company as current assets less current liabilities, excluding items that are not financial assets or financial liabilities. Management believes Adjusted Working Capital provides meaningful information with respect to the liquidity of the Company. A reconciliation of working capital to Adjusted Working Capital is provided in the section entitled “Liquidity and Capital Resources – Adjusted Working Capital”.

(b) “Adjusted EBITDA”, which is defined and calculated by the Company as earnings (loss) before interest, taxes, depreciation/amortization of property and equipment, intangible assets and right-of-use assets, share-based compensation expense, foreign exchange gains (losses) recorded through profit and loss, impairment losses and other costs or income that are: (i) non-operating; (ii) non-recurring; and/or (iii) related to strategic initiatives. The Company classifies income or costs as non-recurring if income or costs similar in nature are not reasonably expected to occur within the next two years nor have occurred during the prior two years, and such costs are significant.

Management believes Adjusted EBITDA provides meaningful information with respect to the financial performance and value of the Company, as items that may obscure the underlying trends in the business performance are excluded. A reconciliation of earnings (loss) to Adjusted EBITDA is provided in the sections entitled “Adjusted EBITDA Reconciliation – Continuing Operations” and “Adjusted EBITDA Reconciliation – Discontinued Operations”.

These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of financial performance prepared in accordance with IFRS.

Page 3 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Overall Performance and Results of Operations

Summary of Quarterly Results – Continuing and Discontinued Operations

The financial information set forth below is derived from, and should be read in conjunction with, the Company's 2024 Consolidated Financial Statements for the year ended December 31, 2024, which can be found on SEDAR at www.sedarplus.ca. Classification of certain amounts between continuing and discontinued operations has been revised as compared to amounts presented in the MD&A for the nine months ended September 30, 2024, as a business unit that was previously classified as a discontinued operation is no longer classified as such.

(In thousands of Canadian dollars, except per share amounts)	Three months ended¹				Year ended
	March 31	June 30	Sept 30	Dec 31	Dec 31
Fiscal 2024
Revenue:
Continuing operations	$ 13,376	$ 12,110	$ 10,943	$ 9,307	$ 45,737
Net loss from operations:
Continuing operations	$ (5,726)	$ (8,035)	$ (10,151)	$ (39,483)	$ (63,395)
Comprehensive loss:
Continuing operations	$ (7,898)	$ (8,027)	$ (10,508)	$ (47,161)	$ (73,594)
Adjusted EBITDA²:
Continuing operations	$ (665)	$ (1,364)	$ (2,214)	$ (2,657)	$ (6,900)
(In thousands of Canadian dollars, except per share amounts)	Three months ended¹				Year ended
---	---	---	---	---	---
	March 31	June 30	Sept 30	Dec 31	Dec 31
Fiscal 2023
Revenue:
Continuing operations	$ 12,637	$ 14,227	$ 12,211	$ 9,886	$ 48,960
Discontinued operations	16,106	15,650	15,039	5,271	52,066
Continuing and discontinued operations	$ 28,743	$ 29,877	$ 27,250	$ 15,157	$ 101,026
Net loss from operations:
Continuing operations	$ (14,697)	$ (15,539)	$ (9,876)	$ (27,263)	$ (67,375)
Discontinued operations	888	1,084	876	9,395	12,243
Continuing and discontinued operations	$ (13,809)	$ (14,455)	$ (9,000)	$ (17,868)	$ (55,132)
Comprehensive income (loss):
Continuing operations	$ (15,074)	$ (13,313)	$ (13,387)	$ (25,351)	$ (67,126)
Discontinued operations	855	514	1,538	9,969	12,876
Continuing and discontinued operations	$ (14,219)	$ (12,799)	$ (11,849)	$ (15,382)	$ (54,250)
Adjusted EBITDA²:
Continuing operations	$ (4,327)	$ (1,375)	$ (781)	$ (3,915)	$ (10,399)
Discontinued operations	1,744	1,906	1,735	542	5,927
Continuing and discontinued operations	$ (2,583)	$ 531	$ 954	$ (3,373)	$ (4,472)

¹ Results are Unaudited.
² Adjusted EBITDA is a non-GAAP measure and is defined above in "Use of Non-GAAP Financial Measures".

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Adjusted EBITDA Reconciliation – Continuing Operations

The following tables present reconciliations of Loss to Adjusted EBITDA for continuing operations for the periods presented. Classification of certain amounts between continuing and discontinued operations has been revised as compared to amounts presented in the MD&A for the nine months ended September 30, 2024, as a business unit that was previously classified as a discontinued operation is no longer classified as such.

(In thousands of Canadian dollars)	Three months ended¹				Year ended
	March 31	June 30	September 30	December 31	December 31
Fiscal 2024
Loss from continuing operations	$ (5,726)	$ (8,035)	$ (10,151)	$ (39,483)	$ (63,395)
Add back (deduct):
Amortization of property and equipment	30	32	46	34	142
Amortization of intangible assets	2,816	2,847	2,839	2,900	11,402
Amortization of right-of-use assets	114	115	104	101	434
Impairment loss	-	-	-	37,258	37,258
Finance costs, net	1,390	1,439	1,534	1,681	6,043
Income tax expense (recovery)	(62) ☐	(1)	1	(734)	(796)
Share-based compensation expense	1,224	1,047	759	34	3,063
Foreign exchange loss (gain) through profit and loss	(2,589)	(413)	739	(6,268)	(8,531)
Costs related to non-operating items and/or strategic initiatives¹	1,862	1,284	1,194	1,050	5,390
Costs related to non-recurring items¹	276	321	722	772	2,090
Adjusted EBITDA, Unaudited²	$ (665)	$ (1,365)	$ (2,214)	$ (2,655)	$ (6,900)
(In thousands of Canadian dollars)	Three months ended¹				Year ended
---	---	---	---	---	---
	March 31	June 30	September 30	December 31	December 31
Fiscal 2023
Loss from continuing operations	$ (14,697)	$ (15,539)	$ (9,876)	$ (27,263)	$ (67,375)
Add back (deduct):
Amortization of property and equipment	81	(33)	80	(11)	117
Amortization of intangible assets	2,948	3,042	2,909	3,035	11,934
Amortization of right-of-use assets	126	135	78	119	459
Change in contingent consideration	(183)	(402)	(110)	-	(695)
Impairment loss	-	-	-	8,591	8,591
Finance costs, net	2,062	1,602	2,746	2,163	8,573
Income tax expense (recovery)	-	(549)	-	(528)	(1,077)
Share-based compensation expense	3,317	3,653	3,257	1,390	11,617
Foreign exchange loss (gain) through profit and loss	129	2,758	(3,123)	2,582	2,345
Costs related to non-operating items and/or strategic initiatives¹	1,278	3,070	2,917	3,651	10,916
Costs related to non-recurring items¹	612	887	342	2,355	4,195
Adjusted EBITDA, Unaudited²	$ (4,326)	$ (1,376)	$ (781)	$ (3,915)	$ (10,399)

¹ Results are Unaudited.
² Adjusted EBITDA is a non-GAAP measure and is defined above in “Use of Non-GAAP Financial Measures”.

Page 5 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Adjusted EBITDA Reconciliation – Discontinued Operations

The following tables present reconciliations of Loss to Adjusted EBITDA for discontinued operations for the periods presented. Classification of certain amounts between continuing and discontinued operations has been revised as compared to amounts presented in the MD&A for the nine months ended September 30, 2024, as a business unit that was previously classified as a discontinued operation is no longer classified as such. For the year ended December 31, 2024, there were no discontinued operations to report.

(In thousands of Canadian dollars)	Three months ended¹				Year ended
	March 31	June 30	September 30	December 31	December 31
Fiscal 2023
Income from discontinued operations	$ 888	$ 1,084	$ 876	$ 9,395	$ 12,243
Add back (deduct):
Amortization of property and equipment	17	17	17	16	67
Amortization of intangible assets	672	667	667	223	2,229
Gain on disposal of operation	-	-	-	(8,453)	(8,453)
Finance costs, net	2	1	1	1	5
Costs related to non-operating items and/or strategic initiatives¹	106	137	30	-	273
Costs related to non-recurring items¹	59	-	144	(640)	(437)
Adjusted EBITDA, Unaudited²	$ 1,744	$ 1,906	$ 1,735	$ 542	$ 5,927

¹ Results are Unaudited.
² Adjusted EBITDA is a non-GAAP measure and is defined above in “Use of Non-GAAP Financial Measures”.

Page 6 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Discussion of Results of Operations

Classification of certain amounts between continuing and discontinued operations has been revised as compared to amounts presented in the MD&A for the nine months ended September 30, 2024, as a business unit that was previously classified as a discontinued operation is no longer classified as such. For the year ended December 31, 2024, there were no discontinued operations to report.

(In thousands of Canadian dollars)	Unaudited		Audited
	Three months ended		Year ended
	December 31, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Revenue	$ 9,307	$ 9,886	$ 45,737	$ 48,959
Direct operating expenses	3,916	3,813	16,848	17,432
Gross profit	5,391	6,073	28,889	31,527
Other operating expenses:
Technology and operations	6,196	6,655	26,730	26,869
Selling and business development	722	1,319	3,881	6,555
General and administration	5,868	11,771	27,118	46,582
	12,785	19,746	57,729	80,006
Loss from operations	(7,394)	(13,671)	(28,840)	(48,479)
Other income (loss)	-	(641)	1	(641)
Change in contingent consideration	-	-	-	695
Impairment loss	(37,258)	(8,591)	(37,258)	(8,591)
Dividend expense	(153)	(141)	(582)	(515)
Finance costs, net	(1,681)	(2,164)	(6,043)	(8,575)
Foreign exchange gain (loss)	6,268	(2,582)	8,532	(2,345)
Loss for the year before income tax	$ (40,218)	$ (27,791)	$ (64,190)	$ (68,451)
Income tax recovery	734	528	795	1,077
Net loss from continuing operations for the year	$ (39,484)	$ (27,262)	$ (63,395)	$ (67,374)
Income from discontinued operations after tax	$ -	$ 942	$ -	$ 3,790
Gain on disposal of discontinued operations	-	8,453	-	8,453
Net income from discontinued operations for the year	$ -	$ 9,395	$ -	$ 12,243
Net loss for the year	$ (39,484)	$ (17,868)	$ (63,395)	$ (55,131)
Other comprehensive income (loss):
Items that will not be reclassified to loss for the year:
Change in fair value of investment	(1,357)	(90)	(2,571)	(81)
Foreign exchange gain (loss) on the translation of foreign continuing operations	(6,325)	2,003	(7,628)	329
Foreign exchange gain on the translation of foreign discontinued operation	-	574	-	633
	(7,681)	2,486	(10,199)	881
Comprehensive loss for the year	$ (47,165)	$ (15,382)	$ (73,594)	$ (54,250)
Adjusted EBITDA from continuing operations, Unaudited¹	$ (2,657)	$ (3,915)	$ (6,900)	$ (10,399)
Adjusted EBITDA from discontinued operations, Unaudited¹	$ -	$ 542	$ -	$ 5,927

¹ Adjusted EBITDA is an unaudited non-GAAP measure and is defined above in “Use of Non-GAAP Financial Measures”. Comparative periods have been restated due to a discontinued operation and change in classification as discussed in Note 4 of the Interim Financial Statements.

Page 7 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Revenue – continuing operations

Nature of Services and Geographic Information:

The Company generates revenue from the provision of software and data licensing, technology managed services and settlement services. Geographically, the Company operates in the United States and Canada. Information regarding revenue by geographic area and by nature of service is presented below.

	Unaudited			Unaudited
	Three months ended December 31, 2024			Three months ended December 31, 2023
	United States	Canada	Total	United States	Canada	Total
Software and data licenses	$ 6,497	$ 214	$ 6,711	$ 6,731	$ 277	$ 7,008
Technology managed services	1,135	1,009	2,144	905	976	1,881
Settlement services	452	-	452	997	-	997
Total	$ 8,084	$ 1,223	$ 9,307	$ 8,633	$ 1,253	$ 9,886
	Year ended December 31, 2024			Year ended December 31, 2023
	United States	Canada	Total	United States	Canada	Total
Software and data licenses	$ 33,475	$ 975	$ 34,450	$ 31,977	$ 1,241	$ 33,218
Technology managed services	4,902	4,067	8,969	5,563	3,997	9,560
Settlement services	2,318	-	2,318	6,181	-	6,181
Total	$ 40,695	$ 5,042	$ 45,737	$ 43,721	$ 5,238	$ 48,959

Revenue from continuing operations decreased to $9,307 from $9,886 for the three months ended December 31, 2024, and 2023, respectively. For the year ended December 31, 2024, revenue decreased to $45,737 from $48,959 for the same period of the prior year. The Company is actively pursuing rebuilding these revenue streams through the expansion of the client base and new product offerings.

Gross profit – continuing operations

Gross profit decreased to $5,391 from $6,073 for the three months ended December 31, 2024, and 2023, respectively; and decreased to $28,889 from $31,527, for the year ended December 31, 2024, and 2023, respectively. These decreases are primarily attributable to the decrease in revenue discussed in the "Revenue – continuing operations" section above and product mix.

Gross profit as a percentage of revenue was 58% for the three months ended December 31, 2024, as compared to 61% for the same period of the prior year. For the year ended December 31, 2024, gross profit as a percentage of revenue was 63% as compared to 64% for the same period of the prior year.

Page 8 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Net loss – continuing operations

Net loss from continuing operations increased to $39,484 from $27,263 for the three months ended December 31, 2024, and 2023, respectively. This approximate $12,221 increase was primarily attributable to the changes noted below.

Increase in impairment loss, primarily with respect to goodwill and intangible assets, of approximately $28,667;
Decrease in gross profit from continuing operations of approximately $682, as discussed in the “Gross profit – continuing operations” section above; and
Other variances from continuing operations totaling approximately $13.

The above-noted contributors to the increase in net loss from continuing operations were reduced to some extent by the changes noted below.

Foreign exchange on foreign denominated assets and liabilities that are revalued at each measurement date moved from a loss in the fourth quarter of 2023 to a gain in the same period in 2024, with a net impact of approximately $8,850;
Operating expenses from continuing operations, other than direct operating expense, decreased approximately $6,961. This decrease was primarily attributable to:
Reduced compensation and related expense as a result of reductions in the workforce, and other expense reductions implemented, of approximately $1,311;
Decrease in share-based compensation expense of approximately $1,356;
Decrease in amortization expense of approximately $110;
Decrease in non-operating and strategic initiative related expenses of approximately $2,601; and
Decrease in non-recurring expenses of approximately $1,583.
Decrease of approximately $641 in loss on settlement of intercompany balances with respect to a disposed of operation in the fourth quarter of 2023;
Decrease in finance costs of approximately $483, primarily attributable to the reduction of term credit facilities that occurred in the fourth quarter of 2023 and a decline in the prime interest rate; and
Increase in income tax recovery of approximately $206.

Net loss from continuing operations decreased to $63,395 from $67,374 for the year ended December 31, 2024, and 2023, respectively. This approximate $3,979 decrease was primarily attributable to the changes noted below.

Increase in impairment loss, primarily with respect to goodwill and intangible assets, of approximately $28,667;
Decrease in gross profit from continuing operations of approximately $2,638, as discussed in the “Gross profit – continuing operations” section above;
Change in contingent consideration of approximately $695 in 2023, with no comparable amount in 2024 as there was no contingent consideration outstanding in 2024 that would require revaluation;
Decrease in income tax recovery of approximately $282;
Other variances from continuing operations totaling approximately $66.

The above-noted contributors to the increase in net loss from continuing operations were reduced to some extent by the changes noted below.

Operating expenses from continuing operations, other than direct operating expense, decreased approximately $22,277. This decrease was primarily attributable to:
Reduced compensation and related expense as a result of reductions in the workforce, and other expense reductions implemented, of approximately $14,665;
Decrease in share-based compensation expense of approximately $8,554;
Decrease in amortization expense of approximately $532;
Increase in non-operating and strategic initiative related expenses of approximately $1,739; and
Decrease in non-recurring expenses of approximately $265.
Foreign exchange on foreign denominated assets and liabilities that are revalued at each measurement date moved from a loss in the fourth quarter of 2023 to a gain in the same period in 2024, with a net impact of approximately $10,877;

Page 9 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Decrease in finance costs of approximately $2,532, primarily attributable to the reduction of term credit facilities that occurred in the fourth quarter of 2023 and a decline in the prime interest rate; and
Decrease of approximately $641 in loss on settlement of intercompany balances with respect to a disposed of operation in the fourth quarter of 2023.

Comprehensive loss – continuing operations

Comprehensive loss from continuing operations increased to $47,165 from $25,351 for the three months ended December 31, 2024, and 2023, respectively. This approximate $21,814 increase was primarily attributable to the changes noted below.

Increase in net loss from continuing operations of approximately $12,221 as discussed in the “Net loss – continuing operations” section above;
Foreign exchange loss on the translation of foreign continuing operations of approximately $6,325 for the fourth quarter of 2024 as compared to a foreign exchange gain of approximately $2,003 for the same period of the prior year, for a net negative impact of $8,327; and
Decline in the fair value of an investment of approximately $1,266 greater in the four quarter of 2024 as compared to the same period of the prior year.

Comprehensive loss from continuing operations increased to $73,594 from $67,127 for the year ended December 31, 2024, and 2023, respectively. This approximate $6,467 decrease was primarily attributable to the changes noted below.

Foreign exchange loss on the translation of foreign continuing operations of approximately $7,628 for the 2024 as compared to a foreign exchange gain of approximately $329 for the same period of the prior year, for a net negative impact of $7,957; and
Decline in the fair value of an investment of approximately $2,490 greater in 2024 as compared to 2023.

The above-noted contributors to the increase in net loss from continuing operations were reduced to some extent by a decrease in net loss from continuing operation of approximately $3,979 as discussed in the “Net loss – continuing operations” section above.

Adjusted EBITDA – continuing operations

For the continuing operations, Adjusted EBITDA was $(2,655) and ($3,915) for the three months ended December 31, 2024, and 2023, respectively; and was ($6,900) and ($10,398) for the years ended December 31, 2024, and 2023, respectively. Included in the calculation of Adjusted EBITDA are costs and income related to non-operating items, non-recurring items and/or strategic initiatives. For continuing operations, non-operating and/or strategic initiative adjustments relate primarily to costs incurred with respect to (i) legal and other expenses related to strategic initiatives such as potential and executed acquisitions, dispositions and/or partnerships; (ii) product development and enhancements, (iii) corporate marketing initiatives, and (iv) application integrations resulting from acquisitions. For continuing operations, non-recurring items relate primarily to settlements, termination payments and/or obligations.

Page 10 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Discontinued operations

Voxtur Appraisals

On November 1, 2023, the Company finalized the sale of its wholly owned appraisal management company (“AMC”) business for $35,135 ($25,324 USD).

Results of discontinued operations

	For year ended December 31, 2023
Revenue	$ 52,066
Direct operating expenses	33,543
Gross profit	18,523
Other operating expenses	15,371
Other income	641
Finance costs, net	(3)
Income from discontinued operations after tax	3,790
Gain on sale of discontinued operations	8,453
Net income from discontinued operations after tax	12,243
Other comprehensive income (loss):
Foreign exchange gain (loss) on translation of foreign operations	633
Comprehensive income from discontinued operations for the year	$ 12,876

Blue Water group

As at September 30, 2024, management was committed to a plan to sell the controlling interest in the Company’s indirectly owned Blue Water Financial Technologies Holding Unit (“Blue Water”). Accordingly, the Company had presented Blue Water as a disposal group held for sale. Subsequent to September 30, 2024, the Company cancelled its agreement for the partial disposition of Blue Water, as such, as at December 31, 2024, it was no longer presented as a disposal group held for sale.

For the discontinued operations, Adjusted EBITDA was $nil and $542 for the three months ended December 31, 2024, and 2023, respectively; and was $nil and $5,927 for the years ended December 31, 2024, and 2023, respectively. Included in the calculation of Adjusted EBITDA are costs and income related to non-operating items, non-recurring items and/or strategic initiatives. For discontinued operations, non-operating and/or strategic initiative adjustments relate primarily to costs incurred with respect to product development and enhancements. For discontinued operations, non-recurring items relate primarily to (i) termination payments and/or obligations, and (ii) other income attributable to the disposition of a business unit.

Page 11 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Outstanding Share Data and Dividends

As at December 31, 2024, the Company had the following securities issued and outstanding:

764,741,857 Common Shares;
4,081,632 Preference Shares;
4,528,414 Deferred Share Units convertible into an equal number of Common Shares;
837,220 Restricted Share Units convertible into an equal number of Common Shares;
2,195,734 Performance Share Units convertible into an equal number of Common Shares;
58,515,260 share purchase warrants, including broker warrants, to purchase an equal number of Common Shares, exercisable at $0.20 per share; and
Stock Options to purchase 14,128,211 Common Shares, exercisable at prices ranging from $0.245 to $0.98 per share.

The Company did not declare any dividends in the Period.

Subsequent to December 31, 2024, the following share-related transactions occurred:

In February 2025, 100,000 RSUs were converted to 100,000 Common Shares of the Company.
In April 2025, 6,545,053 Common Shares were issued as part of the consideration transferred to acquire Blue Water in fiscal 2022.

Liquidity and Capital Resources

The Company has incurred a net loss from continuing operations of $39,483 for the three months ended December 31, 2024, and $63,396 for the year ended December 31, 2024. The Company’s accumulated deficit as at December 31, 2024 was $388,507. Adjusted working capital deficiency, as presented below was $58,060 as at December 31, 2024. For the year ended December 31, 2024, cash used in operations was $15,376.

To address the Company’s liquidity requirements, the following actions have been taken and/or are being undertaken:

In the fourth quarter of fiscal 2023, the Company disposed of one of its business units, to enable reduction of the balance outstanding on the Company’s term credit facilities and to provide for working capital requirements;
The Company is evaluating and pursuing opportunities to partially or fully dispose of other Company assets to provide for further debt reduction and working capital needs;
The Company’s revolving credit facility has been expanded, as discussed in “Credit Facilities”, below;
Material cost reductions have been made and the Company will continue to identify all opportunities for further cost reductions;
The Company is pursuing organic growth by expanding the Company’s client base and launching new product offerings; and
The Company will evaluate and pursue equity-based financing when appropriate.

Page 12 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Adjusted Working Capital – Continuing Operations

Adjusted Working Capital (a non-GAAP measure; see section entitled “Use of Non-GAAP Financial Measures” above) is defined and calculated by the Company as current assets less current liabilities (as shown on the consolidated Statement of Financial Position), excluding items that are not financial assets or financial liabilities. Management believes Adjusted Working Capital provides more meaningful information with respect to the liquidity of the Company than does Working Capital.

Changes in Adjusted Working Capital are presented in the table below.

(In thousands of Canadian dollars)	December 31, 2024	December 31, 2023
Working Capital (GAAP measure)	$ (61,844)	$ (34,633)
Less: Prepaid expenses and other current assets	(819)	(1,293)
Less: Contract assets, current portion	(166)	(493)
Add: Unearned revenue, current portion	4,770	4,522
Adjusted Working Capital^{1}	$ (58,060)	$ (31,897)

1 Adjusted Working Capital is an unaudited non-GAAP measure and is defined above in “Use of Non-GAAP Financial Measures”.

Contractual cash outflows:

The following are the carrying amounts and the remaining contractual cash outflows of financial liabilities and commitments as at December 31, 2024.

As at December 31, 2024	Carrying Amounts	Contractual cash outflows
		Total	within 1 year	1 - 2 years	2 - 5 years	More than 5 years
Accounts payable and accrued liabilities	$ 9,045	$ 9,045	$ 9,045	$ -	$ -	$ -
Revolving credit facility	13,500	13,500	13,500	-	-	-
Long-term debt and interest	38,425	42,192	42,192	-	-	-
Lease obligations^{1}	1,523	1,680	451	427	802	-
Purchase commitments	-	3,484	375	375	1,056	1,678
Deferred consideration	420	420	420	-	-	-
	$ 62,913	$ 70,321	$ 65,983	$ 802	$ 1,858	$ 1,678

1 Contractual cash flows in relation to leases are undiscounted, include non-lease components (i.e. common area maintenance expenses) and include periods covered by an option to extend if the Company is reasonably certain to exercise that option.

The purchase commitments included in the table above are comprised primarily of annual, base-fixed fees under a consulting agreement with Yeoman & Company Paralegal Professional Corporation, details of which are disclosed in the section below entitled “Transactions with Related Parties”. Committed payments for the period of January 2025 to December 2034 total $3,355.

Page 13 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Credit facilities:

	December 31, 2024	December 31, 2023
(a) Term Loan B	$ 362	$ 855
(b) Term Loan C	530	530
(c) Term Loan D	37,533	34,014
	$ 38,425	$ 35,399
Due within 1 year	$ 38,425	$ 35,399
Due between 1 and 5 years	-	-
	$ 38,425	$ 35,399

(a) Term Loan B

Term Loan B was granted under the Business Credit Availability Program ("BCAP"). The Company pays interest and monthly principal repayments of $42 based on amortization over four years. Pricing is set at Canadian Prime Rate plus 5.0% per annum. Effective interest of $68 was recognized during the year ended December 31, 2024 (year ended December 31, 2023 - $148). The maturity date of Term Loan B is October 1, 2025.

Balance, December 31, 2022	$ 1,344
Amortization of financing costs	11
Repayment	(500)
Balance, December 31, 2023	$ 855
Amortization of financing costs	11
Repayment	(504)
Balance, December 31, 2024	$ 362
Due within 1 year	$ 362
Due between 1 and 5 years	-
	$ 362

(b) Term Loan C

Term Loan C was established in February 2021. In September 2022, in connection with the establishment of Term Loan D, noted below, Term Loan C repayment terms were revised. For the first six months, commencing September 2022, the Company paid interest only. Thereafter, the Company was to make principal and interest payments, with such principal payments being equal to $500 per month. Pricing is set at Bank of Montreal's Prime Rate plus 4.0% per annum. Effective interest of $nil was recognized during the year ended December 31, 2024 (year ended December 31, 2023 - $2,523). The maturity date of this facility is September 2025, however, in November 2023, the Company fully repaid the then outstanding balance of Term Loan C, except for an exit fee of $530.

Page 14 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

(c) Term Loan D

Term Loan D was established in September 2022. Commencing in April 2023, the Bank of Montreal provided for deferral of principal payments. As at December 31, 2024, deferred principal payments with respect to Term Loan D totaled $10,779 ($7,500 USD). The maturity date of this loan is September 2025. Pricing is set at Bank of Montreal's US Prime Rate plus 4.0% per annum. Effective interest of $4,639 was recognized during the year ended December 31, 2024 (December 31, 2023 - $5,591).

	USD	CAD
Balance, December 31, 2022	$ 28,780	$ 38,984
Amortization of financing costs	448	605
Repayment	(3,561)	(4,874)
Effect of movement in exchange rates	-	(701)
Balance, December 31, 2023	$ 25,667	$ 34,014
Amortization of financing costs	448	614
Effect of movement in exchange rates	-	2,905
Balance, December 31, 2024	$ 26,115	$ 37,533
Due within 1 year	$ 26,115	$ 37,533
Due between 1 and 5 years	-	-
	$ 26,115	$ 37,533

(d) Revolving credit facility

The Company has a revolving credit facility (the "CAD Operating Facility") of $1,500 under which the availability of funds is subject to certain limitations based on accounts receivable and certain accounts payable. Interest is set at the Bank of Montreal's Prime Rate plus 2.5% per annum. Under this facility, the Company had drawn a total of $1,859 cash, at the Bank of Montreal's discretion to advance in excess of $1,500, as at December 31, 2024 (as at December 31, 2023 - $1,000 cash and $477 in the form of a letter of credit). Effective interest of $113 was recognized during the year ended December 31, 2024 (December 31, 2023 - $92).

In April 2024, amendments to the Company's credit agreement dated September 21, 2022, were executed, which provided for an additional USD revolving credit facility (the "USD Operating Facility"). Interest is set at the Bank of Montreal's US Prime Rate plus 2.0% per annum. Under this facility, the Company had drawn a total of $11,641 (USD$8,100) as at December 31, 2024 (as at December 31, 2023 - $nil). Effective interest of $393 (USD$287) was recognized during the year ended December 31, 2024 (year ended December 31, 2023 - $nil).

Page 15 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

The credit facilities contain customary financial and restrictive covenants and are secured by assets of the Company and its subsidiaries, which primarily consists of intellectual property and accounts receivable.

As at December 31, 2024, the Company was not in compliance with its financial covenants with respect to its credit facilities. These covenants relate to minimum liquidity and financial performance requirements. The Company does not have an unconditional right to defer its settlement of the term loans payable for at least twelve months from December 31, 2024, without obtaining a “cure” to the covenant violation.

Transactions with Related Parties

Consulting Services:

To provide for ongoing support and development of certain software purchased from Yeoman & Company Paralegal Professional Corporation (“YCP”), in December 2014, the Company entered into a consulting agreement with YCP (“Consulting Agreement”) that expires in December 2034. The Consulting Agreement provides for an annual base fee of $265, with annual increases in line with any increases in the Consumer Price Index, plus 15% of consideration received by the Company from end customers (the “YCP Fees”) for use of this software. For the year ended December 31, 2024 the Company incurred YCP Fees of $376 (year ended December 31, 2023 – $388) under the Consulting Agreement, which was included in direct operating expenses and technology and operations expense in the Consolidated Statement of Loss and Comprehensive Loss. Two of the principals of YCP are the sons of a Director of the Company. As at December 31, 2024, outstanding amounts payable related to these agreements totaled $65 (as at December 31, 2023 - $32) and is included in accounts payable and accrued liabilities.

Service Agreements:

Effective in February 2021, the Company entered into various service agreements (the “Support Services Agreements”) with James E. Albertelli PA and affiliates, (collectively, “the JEA Group”) to provide real estate technology development and support, and non-legal default services for an initial term of twenty-five years, with an automatic extension for an additional twenty-five years. The Company also provided title and settlement services to the JEA Group.

One of the principals of the JEA Group, Mr. James Albertelli was the Chief Executive Officer and a Director of the Company. As of April 13, 2023, Mr. Albertelli stepped down from his roles as Chief Executive Officer and a Director of the Company. Therefore, subsequent to April 13, 2023, the JEA Group is no longer a related party of the Company.

On January 1, 2023, the Company executed a promissory note with the JEA Group for the then outstanding balance of fees owed by the JEA Group to the Company under the Support Services Agreements. On February 15, 2023, the Company completed the sale of the promissory note to a third-party for cash proceeds of $10,430 ($7,818 USD).

Concurrently with the execution of the promissory note, the Support Services Agreements were amended to reflect the implementation of enhanced default technology developed by the Company, and to revise the fee structure from a cost-plus model to a per file technology fee model, whereby the JEA Group pays a fee for each file it processes using the Company’s technology. The Company also generated fees from the JEA Group for technology support services, which fees were based on a fixed fee per user supported.

For year ended December 31, 2024, with respect to these agreements, the Company recorded related party revenue of $nil (year ended December 31, 2023 - $989). As at the time that the JEA Group ceased to be a related party, outstanding amounts receivable totaled $1,517, for which a full expected credit loss has been recorded (as at December 31, 2023 - $1,517).

The Company has also entered into agreements with the JEA Group for (i) space sharing, for the use by the Company of a portion of JEA Group’s premises, equipment, furniture and improvements; and (ii) sublicensing of software by the Company from the JEA Group. With respect to these agreements, the Company incurred related party expenses for the year ended December 31, 2024 of $nil (as at December 31, 2023 - $694) and is included in the Consolidated Statement of Loss and Comprehensive Loss. As at December 31, 2024, outstanding amounts payable related to these agreements totaled $nil (as at December 31, 2023 - $45).

Page 16 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Rice Park Capital Management

Rice Park Capital Management is a client of the Company. A previous Director of the Company is the Managing Partner and CEO of Rice Park Capital Management. This Director resigned on March 8, 2024. Therefore, subsequent to March 8, 2024, Rice Park Capital Management is no longer a related party of the Company. For the year ended December 31, 2024 the Company recognized revenue of $13 during the period in which Rice Park Capital Management was a related party (year ended December 31, 2023 -$834). As at March 8, 2024, outstanding amounts receivable totaled $15 (as at December 31, 2023 - $20). As at December 31, 2024, 100% of the outstanding balance was collected.

Consolidated Entity:

As required under the Law Society Act (Ontario) and applicable regulations, MTAG Paralegal Professional Corporation is a separate professional corporation. The Executive Chairman of the Company, a paralegal licensed in the Province of Ontario, is the sole shareholder of this professional corporation; however, the Company controls the entity through contractual arrangements, which also provide that all economic benefit or loss resulting from the entity will be received by the Company. MTE Paralegal Professional Corporation is a wholly owned subsidiary of MTAG Paralegal Professional Corporation.

All of these transactions are in the normal course of operations. Each of these transactions have been measured at the transaction amounts, being the amount of consideration established and agreed to by the related parties. The above noted transactions were approved by the Board of Directors of the Company.

Off-Balance Sheet Arrangements

As at December 31, 2024, the Company had no off-balance sheet arrangements, such as guaranteed contracts, contingent interests in assets transferred to an entity, derivative instrument obligations or any instruments that could trigger financing, market or credit risk to the Company, and the Company does not expect to enter into any in the near to mid-term.

Financial Instruments

The Company’s financial instruments consist of cash, trade and other receivables, notes receivable, equity investment, accounts payable and accrued liabilities and long-term debt. The Company is exposed to credit risk, liquidity risk, foreign exchange risk, and interest rate risk from its financial assets and liabilities.

Risk Factors

Certain risks and uncertainties could significantly impact our business, financial condition, and future results. These risks are summarized below. These risks are not the only risks faced by the Company. Other risks of which the Company is not aware or which the Company currently deems not to be material may surface and have a material and adverse impact on the Company, its reputation, business, results from operations and/or financial condition.

Liquidity and Capital Resources

Although our financial statements have been prepared on a going concern basis, we must raise additional capital in order to continue as a going concern.

Our auditor has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements, indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position we may not be able to continue as a going concern. The financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment.

Page 17 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Credit Facilities

Our ability to pay dividends or make other payments or advances is subject to applicable laws and contractual restrictions contained in our credit facilities. The degree to which we are leveraged could have important consequences to our shareholders. For example, our ability to obtain additional financing for working capital, capital expenditures, or acquisitions in the future may be limited or we may be required to sell assets to service our indebtedness. Further, a significant portion of our cash flow from operations may be dedicated to the payment of principal and interest on our indebtedness, thereby reducing funds available for operations. Certain of our financial arrangements will be subject to variable rates of interest, which exposes us to the risk of increased interest rates. Finally, we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

As at December 31, 2024, the Company was not in compliance with its financial covenants with respect to its credit facilities. The Company does not have an unconditional right to defer its settlement of the term loans payable for at least twelve months from December 31, 2024, without obtaining a “cure” to the covenant violation. As of the date of release of these Consolidated Financial Statements, the lenders have not commenced liquidation proceedings against the Company and the Company continues to work with its term loan lenders. The Company cannot provide assurance that it will be successful in renegotiating its existing borrowing agreement. If the lender commences liquidation proceedings, equity holders may realize a total loss on their investment.

Credit Facilities – Repayment

We may not be able to refinance, extend or repay our substantial indebtedness owed to our senior secured lender, which would have a material adverse effect on our financial condition and ability to continue as a going concern. In January 2025, the Company announced that its Board of Directors had initiated a process to identify, examine and consider strategic and financial options available to the Company. Strategic and financial options may include, but are not limited to, recapitalization, a sale of all or a portion of the Company’s assets, merger, or any combination thereof.

We anticipate that we will need to raise a significant amount of capital in the near future in order to repay our outstanding debt obligations owed to our senior secured lender which will result in substantial dilution to equity holders. As of December 31, 2024, we owed our senior secured lender approximately $52,000 CAD, which includes deferred principal payments of approximately $10,779 ($7,500 USD). We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay these obligations or that we will be able to extend the maturity dates or otherwise refinance these obligations. As the Company is currently in default with respect to its credit facilities, our senior secured lender has the right to exercise its rights and remedies to collect, which could include foreclosing on our assets, which could have a material adverse effect on our business and, if our senior secured lender exercises its rights and remedies, we would likely be forced to seek bankruptcy protection and equity holders may realize a total loss on their investment.

Credit Facilities – Service Risk

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If the Company’s cash flows and capital resources are insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. The Company may not be able to effect any such alternative measures on commercially reasonable terms or at all, and, even if successful, those alternatives may not allow it to meet its scheduled debt service obligations. The Company’s credit facilities restrict the Company’s ability to dispose of assets and use the proceeds from those disposals. The Company may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

Page 18 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

As the Company has not been able to make scheduled payments on its debt, it is in default and creditors could declare all outstanding principal and interest to be due and its creditors could foreclose or otherwise enforce against the collateral securing its obligations and it could be forced into bankruptcy or liquidation and equity holders may realize a total loss on their investment.

General State of the Economy

Our business is impacted by general economic conditions, including international, national, regional and local economic conditions, which are outside of our control. Economic slowdowns or downturns, adverse economic conditions, cyclical trends, variations in interest rates, variations in tariffs, variations in currency exchange rates, reduced client spending and other factors could have a material adverse effect on our business, financial condition, and results of operations. Although our operations are diversified, significant erosion in levels of activity in any segment in which we operate could have a negative impact on our business, financial condition and results of operations.

Currency

Our financials are reported in Canadian dollars. However, due to substantial U.S. operations, a significant portion of our future revenues and expenses are denominated in U.S. dollars. The exchange rate between the Canadian dollar and the U.S. dollar is subject to day-to-day fluctuations in the currency markets and these fluctuations in market exchange rates are expected to continue in the future. We may be subject to risks associated with these currency fluctuations, which may, from time to time, impact our financial position and results. The exchange rate between the Canadian dollar and the U.S. dollar ranged from $1.325 at December 31, 2023, to $1.437 at December 31, 2024.

Trade and tariff exposure

The Company is exposed to certain indirect risks associated with tariffs imposed under international trade policies. These risks may manifest through increased costs of third-party services, supply chain disruptions, or adverse market effects on the North American real estate industry, which is a key driver of the Company's revenue.

Financial Performance

Our ability to achieve revenue growth and sustain profitability in future periods depends on our ability to execute our strategic plan and effectively manage our growth. A failure to do so could have a material adverse effect on our business, financial condition, and results of operations. Additionally, our revenue, cash flow, operating results, and profitability may fluctuate from quarter to quarter, based on initiatives and contractual terms and conditions for the sale of products.

Financial Targets

Our long-range financial targets are predicated on certain assumptions, including revenue growth and operating margin expectations. These assumptions may not prove to be correct, which could reduce our expected earnings and cause us not to meet the expectations of analysts and investors, which could cause the price of our securities to decline.

Restrictive Covenants Risk

The Company is and may from time to time be party to credit facilities which will contain restrictive covenants that would limit the Company's ability to, among other things:

borrow money or guarantee the debts of others;
use certain assets as security in other transactions;
incur or permit to exist certain liens;
make loans or investments;
sell, transfer or otherwise dispose of assets;
dedicate cash flows to operations or other initiatives;
make expenditures that are important to implementing our growth strategies;
compete against competitors that have less debt;

Page 19 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

pay dividends or make distributions; and
consolidate, amalgamate or merge with or into other companies.

These restrictions could limit management’s ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict other financing activities.

The Company’s ability to comply with the covenants and other terms of the senior secured credit facility and the note indenture will depend on operating performance. As the Company is not in compliance with covenants of its credit facilities, it is in default with respect to such facilities and as such, the maturity of the related debt could be accelerated and become immediately due and payable or the lenders may require the Company to dispose of assets.

The Company has been required to obtain waivers or forbearance agreements from its lenders. If the Company is unable to maintain waivers or forbearances and the payment of applicable debt is accelerated, the Company may not have sufficient cash or other assets to repay the debt. In such a case, the Company would be required to sell assets or seek replacement financing at prevailing market rates. There can be no assurance that the Company would be able to sell assets on favourable terms or at all or obtain replacement financing on acceptable terms, or at all. If the Company becomes unable to pay its debt service charges or otherwise commits an event of default, lenders to the Company may be able to foreclose on or sell the assets of the Company and/or its subsidiaries and equity holders may realize a total loss on their investment.

Real Estate Market

Our operations are impacted by the state of residential real estate as an investment asset class. Prolonged economic slowdowns triggered by credit liquidity, interest rates, tariffs, regulatory policy, tax policy, etc., could negatively impact the market and result in fewer real estate transactions and product sales. This could have a material adverse effect on our business, financial condition, prospects, liquidity, and results of operations.

Industry Competition

We face competition from other technology and data analytics providers and our success depends on maintaining our competitive advantage. Our competitors include those companies developing similar technology and products for the real estate industry, and additional competitors may enter the market at any time. Our current and future competitors may enjoy competitive advantages, such as greater name recognition, longer operating histories, greater category share in certain markets, market-specific knowledge, established relationships with financial services firms, including those with larger market share than our customers, and larger existing user bases in certain markets, more successful marketing capabilities, and substantially greater financial, technical, and other resources than we have. Greater financial resources and product development capabilities may allow these competitors to respond more quickly to new or emerging technologies and changes in financial services firm preferences that may render our platform less attractive or obsolete. Our competitors may also make acquisitions or establish cooperative or other strategic relationships among themselves or with others, introduce new offerings with competitive price and performance characteristics or undertake more aggressive marketing campaigns than ours. Additionally, many of our competitors are well capitalized and offer discounted services, lower pricing, incentives, discounts and promotions, and innovative platforms and offerings, which may be more attractive than those that we offer. Further, our customers may decide to develop their own solutions that compete with ours. These competitive forces could result in a material adverse effect on our business, financial condition, and results of operations by reducing our relative share in the markets we serve.

Acquisitions

We have made and may continue to make acquisitions as part of our growth strategy. Acquisitions may increase the size of our operations and may also increase the amount of indebtedness that we service. The successful integration and management of acquired businesses involve numerous risks and there is no assurance that we will successfully integrate our acquisitions. Such failure could adversely affect our business, financial condition, and results of operations.

Acquisitions may expose the Company to a number of risks, including but not limited to:

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated;
Valuation methodologies that do not accurately capture the value of the acquired business;
Failure to realize anticipated acquisition benefits, such as cost savings and revenue enhancements/synergies;
Difficulties relating to combining previously separate entities, where applicable, into a single, integrated, and efficient business;
The effects of diverting management’s attention from day-to-day operations to matters involving the integration of acquired companies;
Former management of acquired companies competing with the Company, soliciting customers of the Company or improperly using the Company’s intellectual property for their own personal gain;
Potentially substantial transaction costs associated with business combinations;
Potential impairment resulting from acquisition overpayment;
Difficulties in assimilating the personnel, services, and systems of an acquired business, and in assimilating marketing and other operational capabilities;
Increased burdens on the Company's staff and on its administrative, internal control, and operating systems, which may hinder its legal and regulatory compliance activities; and,
Difficulties in applying and integrating the Company's system of internal controls to an acquired business.

Strategy Execution Risks

In order to be successful, the Company must successfully execute upon its strategic initiatives and effectively manage the resulting changes in its operations. The Company’s assumptions underlying its strategic plans may not be correct, the market may react negatively to these plans, the Company may be unable to successfully execute these plans, and even if successfully executed, its actions may not be effective or may not lead to the anticipated benefits within the expected time frame.

Management has made, and will continue to make, judgments as to whether the Company should limit investment in, exit, or dispose of businesses that become non-core because of market changes, poor performance, or decisions to reallocate capital for higher returns or to pay down its credit facilities. Any such actions may not proceed on terms or timing that are favourable to the Company, or at all, and may expose the Company to ongoing risk and exposure post-execution. The Company’s inability to proceed with such actions on terms and timing favourable to it may have a material adverse effect on the Company’s business, prospects, results of operations, and financial condition.

Any decision by the Company to further limit investment in, exit, or dispose of non-core businesses may result in the recording of additional restructuring and other charges. Also, future decisions respecting any such business or market conditions may trigger write-downs of the tangible and intangible assets following a review as to their recoverability. This is due to uncertainties in the estimates and assumptions used in asset valuations, which are based on forecasts of future business performance, and accounting estimates related to the useful life and recoverability of the net book value of these assets, including inventory, goodwill, net future income taxes, and other intangible assets.

Information Systems

One or more of the Company’s business units depends, in part, on the operation and connectivity of its servers, which store and process proprietary data and imagery. Although the Company has put various redundancy measures in place to protect this information, we have not implemented a complete redundancy program due to certain constraints. If one of these systems were to fail or we were unable to successfully expand the capacity of these systems or integrate new technologies as required, our results of operations and financial condition could suffer. For example, any connectivity or server failure could result in our customers being unable to access data, which may result in a breach of contract by the Company. Furthermore, any catastrophic failure of our servers could result in the partial or complete loss of data collected to date. While we maintain a comprehensive insurance program to mitigate these risks, the ability of this insurance coverage to reduce or eliminate this risk is not guaranteed.

Page 21 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Subscription and Contract Renewals

Although many of our solutions are intended to create recurring revenue, our clients are not required to renew their subscriptions or contracts and may elect not to renew when or as we expect. Renewal rates may decline or fluctuate due to a number of factors, including pricing, competitive offerings, customer satisfaction, reductions in customer spending levels due to economic downturns, or other market uncertainty. If our clients do not renew when or as we expect, or if they renew on less favorable terms than expected, our revenues and earnings may be adversely impacted.

Professional Talent

Our success and ability to grow are dependent, in part, on the expertise, experience and efforts of our professionals, and our ability to attract and retain qualified professionals. Competition for such resources from other companies, academic institutions, and government entities is intense, and puts upward pressure on compensation costs, which may place the Company at a competitive disadvantage in respect to compensation and benefit matters. In particular, the Company depends heavily on its senior management team. We expect that competition for qualified professionals will continue to increase, causing compensation costs to escalate. There is no assurance that we will be able to retain our current personnel or that we will be able to attract additional qualified personnel in the future. Any failure to do so could impact our business and slow future growth of the Company.

Third Party Information

The data supporting certain of the Company’s products is dependent, in part, on information provided by third party sources. If we are unable to collect information from these sources, our products and client relationships could be negatively impacted.

New Products

As new products are developed and introduced to the market, client adoption may not achieve anticipated levels. As a result, revenue expectations may not be achieved. If cash flows from new products do not reach sufficient levels, asset impairments may need to be taken on any capitalized costs related to the development of the products.

Technological Change

Our ability to generate future revenues from software and data solutions is dependent on meeting the changing needs of the market and evolving industry standards through new product introductions and product enhancements. To maintain or expand market share, we must anticipate client and industry needs and develop products that meet those needs. In the short to medium term, the ability to successfully complete product developments and client implementations on a timely basis is important to achieving our revenue and growth targets.

Intellectual Property and Privacy Rights

We rely on the protection of our intellectual property rights to maintain our competitive advantage. These include copyrights, trademarks, trade secrets, patents, proprietary business processes, database organization and contractual confidentiality and non-competition provisions. Despite our efforts to protect our rights, unauthorized use may occur. There can be no assurance that we will be successful in protecting our intellectual property rights and, if we are not, our business, financial condition, and results of operations could be materially adversely affected. In addition, we may be subject to claims by third parties regarding infringement of intellectual property or privacy rights, particularly resulting from our image capture technology. While we have developed algorithms to scan and blur personal identifying images, the ability of such algorithms to identify all violating images has yet to be determined. If it is determined that we have violated any such rights, we could face costly litigation, penalties, or fines. We may also be required to indemnify clients pursuant to our agreements, enter into licensing agreements on unfavorable terms, or redesign or stop selling affected products, which could materially disrupt the conduct of our business and prevent us from meeting our business objectives.

Page 22 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Information Technology Governance and Security

In the ordinary course of our business, we collect, store, process and transmit sensitive data belonging to clients, partners, vendors, employees, contractors, and consumers as well as our own proprietary business information and intellectual property. The secure processing, maintenance and transmission of this information is critical to our operations and the delivery of products to our clients. Despite the robust security measures we've implemented, our data, systems and infrastructure may be vulnerable to attack or breached due to employee error, malfeasance, or other disruptions. These security breaches could materially compromise our information, disrupt our business operations, and cause us to breach our client obligations thereby exposing us to liability, reputational harm, and significant remediation costs. The theft, loss, corruption, exposure, fraudulent use, or misuse of client or consumer information, whether by third parties or as a result of employee malfeasance, could result in significant remediation and other costs, fines, litigation, or regulatory actions against us, as well as cause reputational harm, negatively impact our competitive position, and affect our financial results. We are increasingly relying on third-party data storage providers, including cloud storage solution providers, resulting in less direct control over this data. Such third parties may also be vulnerable to security breaches for which we may not be indemnified, and which could cause material adverse harm to our reputation and competitive position and affect our financial results.

Product Pipeline

Our forecast is built on a pipeline of client opportunities at varying stages of the sales process. Our ability to achieve the forecast is dependent on completion of the sales cycle and client acceptance of mutually agreeable terms. Certain factors are beyond our control, including our clients' evaluation of our offerings, budgetary constraints, timing of their approval processes, etc. Our pipeline of opportunities may not close on terms and in line with the timing assumed in our forecast. This may have a material positive or negative effect on our anticipated revenues in any given period.

Brand

Many of our competitors in the real estate and capital market industries have brands that are well recognized. We may not be able to build brand awareness to levels matching our competitors, and our efforts at building, maintaining and enhancing our reputation could fail and/or may not be cost-effective. Complaints or negative publicity about our business practices, our marketing and advertising campaigns (including marketing affiliations or partnerships), our compliance with applicable laws and regulations, the integrity of the data that we provide to customers and partners, data privacy and security issues, and other aspects of our business, whether real or perceived, could diminish confidence in our brand, which could adversely affect our reputation and business.

Legislative and Regulatory Changes

Changes to laws, rules, regulations, or policies applicable to our businesses may have an impact on our business. Certain elements of our business are influenced by regulatory restraints applicable to our clients and/or to our business. Any change to laws, rules, regulations, or policies may significantly and adversely impact our operations and financial performance.

Fixed-Price Engagements

A portion of our revenues comes from fixed-price engagements. A fixed-price engagement requires us to provide a product for a specified sum of money. Fixed-price engagements expose us to risks not inherent in other financial arrangements, including underestimation of costs, ambiguities in specifications, unforeseen or changed costs or difficulties, problems with new technologies, delays beyond our control, failures of subcontractors to perform, and economic or other changes that may occur during the term of engagement. Any economic losses resulting from fixed-price engagements could have a material adverse effect on our business.

Transactional Revenue

The Company has contracts with clients to provide services on a transactional basis, some of which do not contain committed minimum volumes. Declines in transactional volume could have a material negative impact on revenue. The Company relies on a few key clients to generate a material portion of its revenue. Any reduction by such clients in their

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

level of business with the Company could have a material negative impact on revenue.

Licensure

We require certain licensure to operate in the U.S, which licensure is issued on a state-by-state basis. If any of our licenses are suspended or are unable to be renewed, our operating results could be materially adversely impacted.

Customer Concentration and Loss of Material Clients

Although we are not dependent on one or a small number of clients, certain of our business units may have or develop a higher client concentration. The loss of a significant client that contributes a substantial portion to that business unit's revenues could have a negative impact on our enterprise revenues and could impact our ability to attract and retain other clients.

For the year ended December 31, 2024, the Company had one significant customer representing 21% of total revenue.

Interest Rates and Credit Risk

We are exposed to credit risk and fluctuations in interest rates in connection with our financial instruments and credit agreements, which may have an adverse effect on our business. Increased interest rates may adversely impact the spending levels of consumers and their ability and willingness to borrow money. Higher interest rates often lead to higher loan rates charged to consumers, which could adversely affect the ability of our customers to generate volume and in turn, the number of transactions enabled through our platform and thus our ability to generate revenue from such transactions. As a result of these circumstances, financial services firms and consumers may be discouraged from engaging with our platform and as a result, reduce the volume of transactions enabled through our platforms, which could adversely affect our business, financial condition, and results of operations. The US prime interest ranged from 7.20% at December 31, 2023, to 5.45% at December 31, 2024. The Canadian prime interest ranged from 7.20% at September 30, 2023, to 7.50% at December 31, 2024.

Inflation Risk

General inflationary pressures, may affect labour and other operating costs, which could have a material adverse effect on the Company's financial condition, results of operations, and the capital expenditures required to advance the Company's business plans. While central banks in Canada, the United States, and globally have taken to combat the current inflationary environment, there can be no assurance that any governmental action that has or will be taken to control inflationary or deflationary cycles will be effective, or whether any governmental action may contribute to economic uncertainty or a recession. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company's business, results of operations, cash flow, financial condition, and the price of its Common Shares.

Trade and tariff exposure

Internal and Disclosure Controls

Any failure of our internal controls could have an adverse effect on our stated results of operations and harm our reputation. As a result, we may experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these changes. If we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting and results of operations. If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial

Page 24 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

statements or comply with applicable regulations could be adversely impacted.

Income Tax Matters

The Company is subject to federal, provincial and state taxes, as well as non-income-based taxes, in the U.S. and Canada and its tax obligations are subject to review by various taxation authorities. Significant judgment is required in determining the Company’s provision for income taxes and other tax liabilities, such as payroll, sales, use, property and goods and services taxes, gains on dispositions in both the U.S. and Canada. In addition, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. There is no assurance that the final determination of any tax audits and litigation will not be different from what is reflected in the Company’s historical tax payments, provisions, accruals and/or disclosures, and any such differences may materially affect our operating results for the affected period or periods.

Contractual Obligations

Our success depends largely on our ability to meet contractual obligations and perform in accordance with client requirements. If we fail to properly define the scope of our work, define the limits of our liability, satisfactorily perform our obligations, or make professional errors, clients could terminate engagements, refuse payment for our services or take legal action for the loss suffered, thereby exposing us to legal liability, loss of professional reputation, and reduced profits.

Commitments and Contingencies

The Company may be subject to various litigation, regulatory investigations, and other legal proceedings that arise whether in the ordinary course of its business or otherwise.

The Company reviews its lawsuits, regulatory investigations, and other claims and legal proceedings on an ongoing basis and provides disclosure and records provisions in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. In accordance with such guidance, provisions are recorded when it is more likely than not that the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required, and the amount can be reliably estimated. If any of those conditions are not met, such matters result in contingent liabilities.

Legal Proceedings

We may become subject to legal proceedings in the ordinary course of conducting our business or otherwise, including but not limited to lawsuits based upon professional errors and omissions and employment related matters or related to acquisitions or dispositions by the Company. A significant judgment against us, or the imposition of a significant fine or penalty as a result of a finding that we have failed to comply with laws, regulations, contractual obligations, or other arrangements or professional standards, could have a significant adverse impact on our financial performance. Due to the Company’s financial situation, the Company may not have the funds to initiate legal proceedings to enforce its contractual rights.

Insurance Limits

We believe that our professional errors and omissions insurance coverage, our directors’ and officers’ liability insurance coverage, and our other insurance policies address all material insurable risks, provide coverage that is similar to that which would be maintained by a prudent operator of a similar business and are subject to deductibles, limits and exclusions, which are customary or reasonable given the cost of procuring insurance and current operating conditions. However, there can be no assurance that such insurance will continue to be offered on an economically affordable basis, that all events that could give rise to a loss or liability are insurable, or that the amounts of insurance will at all times be sufficient to cover every loss or claim that may occur.

Page 25 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

Dividend Payments

The Company has not paid dividends on its Common Shares or its Preferred Shares to date. Payment of any future dividends will be at the discretion of the Board after taking into consideration many factors, including, but not limited to, the Company’s operating results, financial condition and current and anticipated cash needs. At this time however, all of the Company’s available funds are anticipated to be invested to finance further growth of the Company’s business and therefore investors cannot expect and should not anticipate receiving a dividend on the Common Shares in the foreseeable future.

Our Directors And Officers May Have Interests That Conflict With The Company’s Interests

Certain of the Company’s directors and officers also serve as directors or officers of, or have significant shareholdings in, other companies that engage in business that are competitive with the businesses of the Company. In all cases where our directors and officers have an interest in other companies, such other companies may compete with the Company for the acquisition of assets and customers. As a result these conflicts of interest may have a material adverse effect on our business, financial condition, results of operation and prospects.

Future Financing

Historically, we have incurred significant losses and negative cash flow from operations. We cannot ensure that we will achieve sufficient revenues to achieve profitability or positive cash flow in the future. If we are unable to generate sufficient cash resources on a consistent basis, we would need to raise additional capital for general working capital purposes, marketing and business development activities, additional data capture and continued research and development activities. These funds may be raised through public or private equity or debt financings, collaborative arrangements with third parties, asset sales or from other sources. We cannot assure that additional financing will be available or that the terms of such financing will be acceptable. Further, any such financing may cause the interests of current shareholders to be substantially diluted. If adequate funds are not available as required, we may be required to reduce our investment in strategic initiatives, scale back or cease operations in their entirety or in respect of one or more of subsidiaries, sell assets or sell or license proprietary technology on less than favorable terms, or consider positioning ourselves for a merger or acquisition or other proceedings.

Impairment Losses

Management periodically reviews the estimated value of acquired intangibles and goodwill to determine whether any impairment exists and based on such review, could write-down a portion of those intangible assets and goodwill. Any write-down of intangible assets or goodwill could impact our results of operations materially and adversely and could materially and adversely affect the Company’s share price.

Breaches Of Confidentiality

The Company may disclose confidential information relating to its business, operations or affairs when discussing business relationships or other potential transactions with third parties. Before the disclosure of such confidential information, the Company endeavours to have third parties execute confidentiality agreements. A breach of a confidentiality agreement or disclosure of confidential information could put the Company at a competitive disadvantage and cause damage to its business. Such harm cannot be easily quantified and may not be compensable through damages. The Company cannot assure investors that if there was a breach of confidentiality, a court of competent jurisdiction would provide equitable relief in a timely manner, if at all.

Share Price

Our Common Shares may experience significant volatility and do not necessarily trade at prices determined by reference to the underlying value of our business. The market price of the Common Shares may be subject to significant fluctuations in response to various factors, including quarterly variations in results of operations; announcements of technological innovations or new products by it, its customers or competitors; government regulations; developments concerning proprietary rights; litigation; announcements of acquisitions or dispositions; general fluctuations in the stock market; or

Page 26 of 27

Voxtur Analytics Corp.

MD&A for the year ended December 31, 2024

All dollar figures referred to herein, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise stated.

actual revenues and results of operations being below the expectations of the public market. In addition, securities markets have experienced significant price and volume fluctuations from time to time in recent years that are often unrelated or disproportionately related to the operating performance of particular issuers. These broad fluctuations may adversely affect the market price of our Common Shares.

Issuance of Additional Common Shares

We are authorized to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as may be determined by the Board without shareholder approval, except as required by the TSXV. Should the Board approve such an issuance, the interests of current shareholders may be diluted.

Pandemics

We cannot predict the future impacts of any new pandemic(s), including the extent of the impact on our employees and clients, and future disruptions arising from any new pandemic could have a materially adverse effect on our business, financial condition and results of operations. To the extent any new pandemic harms our business and results of operations, many of the other risks described in this "Risk Factors" section may be heightened.

Forward-Looking Statements

This MD&A contains certain forward-looking statements within the meaning of applicable securities laws and regulations, related to, amongst other things, expected future events and anticipated financial and operating results of the Company. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "anticipate", "plan", "foresee", "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are based on management's expectations as at the date of this MD&A and are subject to various known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from those expressed or implied in this MD&A. While management considers the assumptions upon which such forward-looking statements are based to be reasonable and appropriate in light of the current information available to it, there is risk that such assumptions may not be correct or complete.

Certain factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this MD&A include, but are not limited to, risks associated with general economic conditions, risks associated with the Company's stage of development, operational risks (such as risks involved in developing new products and services, product performance warranties, risks associated with doing business with partners, risks from regulatory and legal proceedings, risks relating to the Company's dependence on certain customers, and human resource risks), financing risks (such as risks relating to liquidity and access to capital markets or debt financing) and market risks (including foreign currency fluctuations and changing interest rates). Readers are cautioned that the foregoing list of factors that may affect future growth, results and performance is not exhaustive and undue reliance should not be placed on forward-looking statements. Unless otherwise required by applicable securities laws, the Company expressly disclaims any intention, and assumes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

Additional information relating to Voxtur, including the Company's 2024 Consolidated Financial Statements, can be found on SEDAR at www.sedarplus.ca.

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Voxtur Analytics Corp. — Management Reports 2025

46108_rns_2025-04-29_f0154e40-14bc-44c2-a1e3-c84da1c6313c.pdf

Voxtur Analytics Corp.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 (the “Period”)

Company Overview

Software and Data Licenses:

Technology-Managed Services:

Settlement Services:

Significant developments in 2023 and 2024:

Use of Non-GAAP Financial Measures

Overall Performance and Results of Operations

Summary of Quarterly Results – Continuing and Discontinued Operations

Adjusted EBITDA Reconciliation – Continuing Operations

Adjusted EBITDA Reconciliation – Discontinued Operations

Discussion of Results of Operations

Revenue – continuing operations

Nature of Services and Geographic Information:

Gross profit – continuing operations

Net loss – continuing operations

Comprehensive loss – continuing operations

Adjusted EBITDA – continuing operations

Discontinued operations

Voxtur Appraisals

Blue Water group

Outstanding Share Data and Dividends

Liquidity and Capital Resources

Adjusted Working Capital – Continuing Operations

Contractual cash outflows:

Credit facilities:

(a) Term Loan B

(b) Term Loan C

(c) Term Loan D

(d) Revolving credit facility

Transactions with Related Parties

Consulting Services:

Service Agreements:

Rice Park Capital Management

Consolidated Entity:

Off-Balance Sheet Arrangements

Financial Instruments

Risk Factors

Liquidity and Capital Resources

Credit Facilities

Credit Facilities – Repayment

Credit Facilities – Service Risk

General State of the Economy

Currency

Trade and tariff exposure

Financial Performance

Financial Targets

Restrictive Covenants Risk

Real Estate Market

Industry Competition

Acquisitions

Strategy Execution Risks

Information Systems

Subscription and Contract Renewals

Professional Talent

Third Party Information

New Products

Technological Change

Intellectual Property and Privacy Rights

Information Technology Governance and Security

Product Pipeline

Brand

Legislative and Regulatory Changes

Fixed-Price Engagements

Transactional Revenue

Licensure

Customer Concentration and Loss of Material Clients

Interest Rates and Credit Risk

Inflation Risk

Trade and tariff exposure

Internal and Disclosure Controls

Income Tax Matters

Contractual Obligations

Commitments and Contingencies

Legal Proceedings

Insurance Limits

Voxtur Analytics Corp. Management Reports 2025