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Wavefront Technology Solutions Inc. Interim / Quarterly Report 2022

Apr 29, 2022

43988_rns_2022-04-29_db34736d-b4e1-41f7-a815-73d7d6396a73.pdf

Interim / Quarterly Report

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Unaudited Condensed Consolidated Interim Financial Statements of

WAVEFRONT TECHNOLOGY SOLUTIONS INC.

Three and six months ended February 28, 2022 and 2021

TABLE OF CONTENTS

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
TABLE OF CONTENTS
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Condensed consolidated interim statements of financial position 1
Condensed consolidated interim statements of net loss and comprehensive loss 2
Condensed consolidated interim statements of changes in shareholders' equity 3
Condensed consolidated interim statements of cash flows 4
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANICAL STATEMENTS
Note 1 Nature of operations and corporate information 5
Note 2 Statement of compliance and going concern 5
Note 3 Property, plant and equipment 8
Note 4 Right-of-use assets and lease liabilities 9
Note 5 Share capital 10
Note 6 Government assistance 13
Note 7 Loss per share 13
Note 8 Financial instruments 14
Note 9 Segmented information 17

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company is disclosing that its auditors have not reviewed the unaudited condensed consolidated interim financial statements for the periods ended February 28, 2022 and 2021.

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Condensed Consolidated Interim Statements of Financial Position As at February 28, 2022 and August 31, 2021

(Canadian dollars)

(Unaudited)

Note
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Prepaid expenses and other current assets
February 28,
2022
1,120,076
$ 443,165
134,276
132,541
August 31,
2021
1,201,893
$ 193,604
52,428
58,855
TOTAL CURRENT ASSETS 1,830,058 1,506,780
NON-CURRENT ASSETS
Deposits
Property, plant and equipment
3
Right-of-use assets
4
14,150
400,204
407,862
14,150
439,631
459,929
TOTAL ASSETS 2,652,274
$
2,420,490
$

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Unearned revenue 58,410 78,041
Trade accounts payable and accrued liabilities 941,363 490,985
Lease liabilities 4 100,167 97,248
TOTAL CURRENT LIABILITIES 1,099,940 666,274
NON-CURRENT LIABILITIES
Other accrued liabilities 4 17,302 20,268
Lease liabilities 4 347,538 398,481
TOTAL LIABILITIES 1,464,780 1,085,023
SHAREHOLDERS' EQUITY
Share capital 5 b 68,383,516 67,299,083
Warrants 5 c 67,737 467,716
Contributed surplus 5 e 9,633,953 9,463,336
Accumulated other comprehensive income 566,132 565,366
Deficit (77,463,844) (76,460,034)
1,187,494 1,335,467
$ 2,652,274
$ 2,420,490

Going concern 2

The accompanying notes are an integral part of these condensed consolidated interim financial statements

Page 1 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss Three and six month periods ended February 28, 2022 and 2021

(Canadian dollars)

(Unaudited)

Note
Revenue
Cost of sales
February 28,
February 28,
2022
2021
535,752
$ 373,118
$ 34,642
15,465
For the three months ended
February 28,
February 28,
2022
2021
535,752
$ 373,118
$ 34,642
15,465
For the three months ended
February 28,
February 28,
2022
2021
963,383
$ 818,878
$ 56,635
33,907
For the six months ended
February 28,
February 28,
2022
2021
963,383
$ 818,878
$ 56,635
33,907
For the six months ended
Gross Profit
General and administrative
Sales and marketing
Amortization and depreciation
3, 4
Research and development
501,110
698,406
153,531
50,595
17,734
357,653
602,229
108,592
75,239
18,237
906,748
1,421,462
352,504
102,868
32,909
784,971
1,204,172
223,848
153,528
57,241
920,266 804,297 1,909,743 1,638,789
OPERATING LOSS (419,156) (446,644) (1,002,995) (853,818)
OTHER INCOME (EXPENSES)
Financing costs
Government grants
6
Financing income
Foreign exchange loss
(5,740)
-
723
(6,351)
(3,236)
40,275
3,700
(9,934)
(12,222)
15,269
1,452
(5,314)
(4,694)
89,918
13,594
(8,358)
(11,368) 30,805 (815) 90,460
NET LOSS
OTHER COMPREHENSIVE INCOME GAIN (LOSS)
Items that may be reclassified subsequently to net loss
Translationgain(loss)on foreign operations
(430,524)
(1,176)
(415,839)
(1,160)
(1,003,810)
766
(763,358)
(1,464)
COMPREHENSIVE LOSS (431,700)
$
(416,999)
$
(1,003,044)
$
(764,822)
$
WEIGHTED AVERAGE NUMBER OF SHARES
Basic and diluted
7
LOSS PER COMMON SHARE
Basic and diluted
7
89,715,359
(0.005)
$
87,572,573
(0.005)
$
89,715,359
(0.011)
$
87,572,573
(0.009)
$

The accompanying notes are an integral part of these condensed consolidated interim financial statements

Page 2 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Condensed Consolidated Interim Statements of Changes in Shareholders' Equity Three and six month periods ended February 28, 2022 and 2021

(Canadian dollars)

(Unaudited)

Balance at August 31, 2020
Net Loss
Translation loss on foreign operations
Share
capital
Warrants Contributed surplus Accumulated
other comprehensive
(loss)income
Deficit Total
67,299,083
-
-
467,716
-
-
9,414,471
-
-
567,152
-
(1,464)
(75,085,677)
(763,358)
-
2,662,745
$ (763,358)
(1,464)
Balance at February 28, 2021
Net Income
Translation loss on foreign operations
Recognition of share-basedpayments
67,299,083
-
-
-
467,716
-
-
-
9,414,471
-
-
48,865
565,688
-
(322)
-
(75,849,035)
(610,999)
-
-
1,897,923
(610,999)
(322)
48,865
Balance at August 31, 2021
Net Loss
Translation loss on foreign operations
Exercise of warrants
Expiry of warrants
Recognition of share-basedpayments
67,299,083
-
-
1,054,806
29,627
-
467,716
-
-
(370,352)
(29,627)
-
9,463,336
-
-
-
-
170,617
565,366
-
766
-
-
-
(76,460,034)
(1,003,810)
-
-
-
-
1,335,467
(1,003,810)
766
684,454
-
170,617
Balance at February 28, 2022 68,383,516
$
67,737
$
9,633,953
$
566,132
$
(77,463,844)
$
1,187,494
$

The accompanying notes are an integral part of these condensed consolidated interim financial statements

Page 3 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Condensed Consolidated Statements of Cash Flows Six month period ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

Note
OPERATING ACTIVITIES
Net loss
Changes to net loss not involving cash
Share-based payments
5 d
Amortization and depreciation
3, 4
Impairment
Impact of foreign translation
Interest expense
Changes to working capital
Change in trade and other receivables
Change in inventories
Change in prepaid expenses
Change in unearned revenue
Interest paid
Change in trade and otherpayables
February 28,
2022
(1,003,810)
$ 170,617
102,868
1,546
(2,312)
(12,222)
(249,561)
(81,848)
(73,686)
(19,631)
12,222
447,411
February 28,
2021
(763,358)
$ -
153,528
-
1,625
(4,694)
254,696
19,609
(52,578)
13,804
4,694
(13,797)
Cash used in operatingactivities (708,406) (386,471)
FINANCING ACTIVITIES
Payment for the principal portion of lease liability
4
Netproceeds from sharepurchase warrant exercise
(48,024)
684,454
(64,204)
-
Cashproceeds from(used in)financingactivities 636,430 (64,204)
INVESTING ACTIVITIES
Purchase of property, plant and equipment
3
Proceeds on disposal ofproperty, plant and equipment
3
(12,846)
-
(46,613)
(494)
Cash used in investingactivities (12,846) (47,107)
Foreign exchangegain(loss)on cash held in foreign currency 3,004 (2,387)
NET DECREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS,BEGINNING OF PERIOD
(81,817)
1,201,893
(500,169)
1,817,671
CASH AND CASH EQUIVALENTS,END OF PERIOD 1,120,076
$
1,317,502
$
CASH AND CASH EQUIVALENTS
Cash denominated in CDN
Cash denominated in USD
Foreign currencytranslation amount
873,374
$ 194,284
52,418
1,290,369
$ 21,390
5,743
CASH AND CASH EQUIVALENTS,END OF PERIOD 1,120,076
$
1,317,502
$

The accompanying notes are an integral part of these condensed consolidated interim financial statements

Page 4 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

1. NATURE OF OPERATIONS AND CORPORATE INFORMATION

Wavefront Technology Solutions Inc.’s (“Wavefront” or the “Company”) is a technology service provider offering the oil and gas industry revolutionary technologies that optimize oil and gas well stimulation, workovers and cleanouts, and applications related to Improved/Enhanced Oil (“IOR/EOR”) recovery, marketed under the brand name, “Powerwave[TM] ”. Wavefront operates in the global marketplace dealing directly with E&P companies, and through a network of international distributors and agents.

The Company is incorporated under the Canada Business Corporations Act. Its shares are listed on the TSX Venture Exchange under the symbol of WEE, and also trades on the OTCQB International under the symbol of WFTSF.

The address of the registered head office of the Company is 5621 – 70 Street NW, Edmonton, Alberta. The Company is domiciled in Canada.

2. STATEMENT OF COMPLIANCE AND GOING CONCERN

a) Statement of compliance

These unaudited condensed consolidated interim financial statements (the “Financial Statements”) have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies under International Financial Reporting Standards (“IFRS”) for interim financial information. These Financial Statements have been prepared using the same accounting policies and methods of computation as the annual consolidated financial statements for the fiscal year ended August 31, 2021.

These Financial Statements were approved for issue on April 27, 2022.

b) Principles of consolidation

These unaudited condensed consolidated financial statements incorporate the financial statements of the Company and the entity controlled by the Company (its wholly owned subsidiary, Wavefront Technology Solutions USA Inc.). Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible are taken into account. Although the Company is domiciled in Canada, the Company’s principal focus is on international operations, and as such revenue generation is mainly outside Canada. Revenues derived in Canada for the three and six months ended February 28, 2022 and 2021 was $nil.

The financial statements of the subsidiary are included in the unaudited condensed consolidated financial statements from the date that control commences until the date that control ceases.

Page 5 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

All subsidiary companies are wholly owned and inter-company transactions, balances, revenues and expenses, and unrealized gains and losses have been eliminated on consolidation.

Unearned revenue, which was included in the contract liability balance at the beginning of the fiscal year, that was recognized in the three and six months ended February 28, 2022 was $19 and $51,137, respectively (2021 - $nil).

c) Going concern

These Financial Statements were prepared on a going concern basis. The going concern basis of accounting assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

At February 28, 2022, the Company had yet to achieve profitable operations, had an accumulated deficit of $77,463,844 (August 31, 2021 - $76,460,034), and for the six month period ended February 28, 2022 had a net loss of $1,003,810 (February 28, 2021 - $763,358) and cash used in operations totaled $708,406 (February 28, 2021 – $386,471). It is unclear whether and when the Company can obtain profitability and positive cash flows from operations. These events and conditions form a material uncertainty that may raise significant doubt regarding the Company’s ability to continue as a going concern.

The Company currently has a working capital of $730,118 (August 31, 2021 - $840,506).

Although the Company has commenced certain expenditure curtailment to reduce monthly cash consumption, the Company, in accordance with its strategic plan, is currently consuming cash resources at a rate in excess of its operational cash inflow. As such, the Company’s ability to continue as a going concern is dependent on obtaining additional capital investment, the realization of assets, the further achievement of successful commercialization of its technologies and the improvement of cash flows from operations. Note 8 provides a more detailed description of the liquidity risk. During the prior reporting quarter the Company secured a $12,000,000 equity facility (“Facility”), which has yet to be drawn down. There can be no assurance that a draw against the Facility would be accepted, that the Facility will not be cancelled, or that the Company will be successful in raising additional capital, realizing assets, discharging liabilities or generating sufficient cash flows from operations to continue as a going concern.

These Financial Statements do not reflect the adjustments that might be necessary to the carrying amount of the reported assets, liabilities, revenues and expenses, and balance sheet classifications used if the Company was unable to continue operations in accordance with this assumption. Such adjustments may be material.

Page 6 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

d) New standards issued but not yet adopted

The following are the standards, amendments, and interpretations that the Company reasonably expects to be applicable at a future date and intends to adopt when they become effective. The Company is currently considering the impact of adopting these standards, amendments, and interpretations on its consolidated financial statements and cannot reasonably estimate the effect at this time, unless specifically mentioned below.

  • (i) In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1, First-time Adoption of International Financial Reporting Standards ). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted.

  • (ii) In May 2020, the IASB issued Onerous Contracts-Cost of Fulfilling a Contract (Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets ). The amendments clarify which costs to include in assessing whether a contract is onerous. The amendments are effective January 1, 2022, with earlier application permitted.

  • (iii) In February 2021, the IASB issued Definition of Accounting Estimates (Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ). The amendments define accounting estimates and clarify the distinction between changes in accounting estimates and changes in accounting policies. The amendments are effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted.

  • (iv) In February 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1, Presentation of Financial Statements , and IFRS Practice Statement 2). The amendments provide guidance to help entities disclose the material (previously “significant”) accounting policies. The amendments are effective for annual reporting periods beginning on or after January 1, 2023, with earlier adoption permitted.

  • (v) In April 2021, the IFRS Interpretations Committee (“IFRIC”) issued an agenda decision on the treatment of configuration and customization costs associated with cloud computing arrangements where the underlying software is not recognized as an intangible asset. The decision concluded that these costs may be capitalized as a separate intangible asset if they meet both the definition of an intangible asset and the recognition criteria in IAS 38, Intangible Assets . When these costs do not qualify for separate recognition as an intangible

Page 7 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

asset and not distinct from the software, these costs are expensed over the term of the software contract as provided.

  • (vi) In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12, Income Taxes ). The amendments narrow the scope of the recognition exemption so that companies would be required to recognize deferred tax for transactions that give rise to equal amounts of taxable and deductible temporary differences, such as leases. The amendments are effective for annual reporting periods beginning on or after January 1, 2023, with earlier adoption permitted, applied retroactively.

The Company is currently considering the impact of adopting these standards, amendments, and interpretations on its consolidated financial statements.

3. PROPERTY, PLANT AND EQUIPMENT

Asat February28,2022 Tools
and
equipment
Computer,
automotive
and office
equipment
Leasehold
improvements
Total
Cost
Balance at August 31, 2021
Additions
Impairment
Impactof foreign translation
3,308,557
$ 11,002
(7,025)
1,243
727,830
$ 1,843
-
739
620,807
$ 4,657,194
$ -
12,845
-
(7,025)
-
1,982
Balanceat February28,2022 3,313,777 730,412 620,807
4,664,996
Accumulated depreciation
Balance at August 31, 2021
Depreciation
Impairment
Impactof foreign translation
(2,921,424)
(44,375)
5,479
(1,135)
(701,796)
(3,460)
-
(772)
(594,343)
(4,217,563)
(2,966)
(50,801)
-
5,479
-
(1,907)
Balanceat February28,2022 (2,961,455) (706,028) (597,309)
(4,264,792)
Net book value
Balance at February28,2022
352,322
$
24,384
$
23,498
$ 400,204
$

Depreciation expense on property, plant and equipment for the three and six months ended February 28, 2022 was $24,562 and $50,801, respectively (February 28, 2021 - $40,272 and $79,742, respectively). The net impairment of $1,546 (2021 - $nil) relates to the specific Powerwave tools and was recorded to costs of goods sold in the Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss.

Page 8 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

4. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company’s leases consist of a lease for its office and warehouse space, and various short-term and/or low value leases for other equipment, such as cellular phones and office equipment.

The Company leases a building for its office and warehouse space in Edmonton, Alberta. In a previous reporting period, the Company entered into a new lease for a period of five years commencing February 1, 2021. The building lease does not include a lease extension option.

The Company reassesses leases when a significant event or a significant change in circumstances within the Company’s control has occurred.

Additions
Depreciation
Payment
As at August 31, 2021
Right-of-useasset
Leaseliability
Building
Total
459,929
$ (495,729)
$ -
-
(52,067)
-
-
48,024
As at February28,2022 407,862
$ (447,705)
$
statement of net loss and comprehensive loss
Amounts recognized in the condensed consolidated interim
Three months ended
Six months ended
February 28,
February 28,
2022
2022
Depreciation expense on right-of-use asset
Interest expense on lease liabilities
Expense related to variable lease payments not included in the
measurement of the lease liability
Expense related to leases of low value assets
Expense related to leases of short-term leases
26,034
$ 52,067
$ 5,740
11,776
14,739
29,478
3,552
7,171
-
-
Total 50,065
$ 100,492
$

Variable lease payments include operating and maintenance expenses, property taxes, and other variable costs. The estimated balance of future variable lease payments is estimated at $230,910. Overall, the variable payments constitute up to 31.9% of the Company’s entire lease payments.

Page 9 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

Amounts recognized in consolidated statement Six months ended
of cash flows February 28, 2022
Cash payments for interest portion of lease liabilities $ 11,776
Cash payments for leases not included in measurement of lease liability 29,478
Cash outflows in operating activities 41,254
Cash payments for the principal portion of lease liability 48,024
Cash outflows in financing activities 48,024
Total cash outflows for leases $ 89,278

The Company also leases cellular telephone and other equipment with terms of three years or shorter. These leases are generally short-term or for low-value assets that the Company has elected not to recognize in the right-of-use assets and lease liabilities.

5. SHARE CAPITAL

The Company’s authorized and issued share capital is as follows:

a) Authorized share capital

Unlimited common shares without par value.

b) Issued common shares

The Company’s issued share capital is as follows:

The changes in the Company’s outstanding common shares were as follows:

Balance, beginning of period
Warrants exercised(i)
Expiryof$0.20 Warrants(i)
February28,2022
Stated
Number
capital
87,572,573
67,299,083
$ 3,437,592
1,054,806
-
29,627
Balance,end ofperiod 91,010,165
68,383,516
$

Page 10 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

  • (i) During the prior reporting period ended November 30, 2021, 3,437,592 share purchase warrants exercisable at $0.20 were exercised into an equal number of common shares, for gross proceeds of $687,518, with 275,000 share purchase warrants exercisable at $0.20 expiring unexercised as at November 25, 2021.

  • c) Share purchase warrants

Balance, August 31, 2021
Exercises
Expiry
Number Weighted
average
Amount
exercise price
4,341,333
(3,437,592)
(275,000)
467,716
$ 0.24
$ (370,352)
(0.20)
(29,627)
(0.20)
Balance,February28,2022 628,741 67,737
$ 0.45
$
  • (i) As part of the Private Placement in fiscal 2018, subscribers received 4,341,333 Warrants (“Warrants”), with each Warrant being exercisable for one common share of the Company at an exercise price of $0.45 for a period of 12 months after the closing date, expiring July 17, 2019; provided that, commencing on the date that is four months and one day after the closing of the Offering, if the volume weighted average trading price of a common share on the Exchange is at a price equal to or greater than $0.65 for a period of more than 20 consecutive trading days.

  • (ii) During the year ended August 31, 2019, the Company extended the Warrants term by one year, such that their expiry is July 17, 2020. All other terms of the Warrants remained the same.

During the fiscal ended August 31, 2020, the Company elected to further extend the term of the 4,341,333 Warrants one additional year to July 17, 2021, and to decrease the exercise price of 3,712,592 of those Warrants from $0.45 to $0.20 per share. In accordance with TSX Venture Exchange (“TSX-V”) policies re-priced insider Warrants were restricted to 10% of the repriced Warrants; and thus, the remaining 628,741 warrants had no reduction in exercise price.

Consistent with the TSX-V policies, the amended Warrants that are repriced will include an accelerated expiry clause such that their exercise period will be reduced to 30 days if, for any ten consecutive trading days during their unexpired term, the closing trading price of the common shares of the Company exceeds $0.25 per share.

  • (iii) During the fiscal ended August 31, 2021, the Company elected to further extend the term of the 4,341,333 Warrants for one more additional year to July 17, 2022. All other terms of the Warrants remained the same.

Page 11 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

  • (iv) During the first quarter 2022 (i.e., the period ended November 30, 2021), the Company announced that a Triggering Event had occurred in relation to the 3,712,592 share purchase warrants exercisable at $0.20, as originally issued by the Company on July 17, 2018. The Triggering Event, resulting from the 10-day closing price of the common shares of the Company, as traded on the TSX Venture Exchange exceeding $0.20 per common share, and thus, the expiry date of the 3,712,592 share purchase warrants exercisable at $0.20 was no longer July 17, 2022 but November 25, 2021.

As a result of the Triggering Event, during the reporting period ended November 30, 2021, 3,437,592 share purchase warrants exercisable at $0.20 were exercised into an equal number of common shares, for net proceeds of $684,454, with 275,000 share purchase warrants exercisable at $0.20 expiring unexercised as at November 25, 2021.

d) Stock-based compensation plan

The Company maintains an Employee, Director, Officer and Consultant Stock Option Plan under which the Company may grant incentive stock options for up to 10,771,558 shares of the Company at an exercise price not be less than the “Discounted Market Price” (as defined in the policies of the TSX Venture Exchange), provided that the exercise price shall not be less than $0.05 per share. All stock options awarded are exercisable for a period of up to ten years and vest, at a minimum, in equal tranches at three-month intervals over a period of eighteen months.

Movements in stock options during the period

A summary of the status of the Company’s Stock Option Plan is presented below:

Outstanding, beginning of period
Granted
February28,2022
Number
Weighted
average
exercise
price
2,800,000
$ 0.22
1,800,000
0.17
Outstanding,end ofperiod 4,600,000
$ 0.20

Of the 1,800,000 stock options that were issued in the prior reporting quarter ended November 30, 2021, 1,200,000 were issued to Directors and Officers of the Company.

Page 12 of 18

WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

Fair value of stock options granted during the period

The fair value for the compensation costs of stock options issued to both employees and nonemployees were calculated using the Black-Scholes option pricing model resulting in an additional charge to general and administrative expense with a corresponding increase in share-based payment reserve.

During the three and six months ended February 28, 2022, the Company incurred $170,617 and $83,611, respectively (February 28, 2021 - $nil) in compensation expense relating to outstanding stock options.

e) Contributed surplus

Balance, beginning of period
Share-based payments
February28,2022
9,463,336
$ 170,617
Balance,end ofperiod 9,633,953
$

6. GOVERNMENT ASSISTANCE

In response to the World Health Organization’s declared coronavirus (“COVID-19”) pandemic, governments have established various programs to assist companies through this period of uncertainty, like the implementation of the Canada Emergency Wage Subsidy (“CEWS”) and Canada Emergency Rent Subsidy (“CERS”) programs. The Company recorded non-refundable contributions under the CEWS and CERS programs in the comparable periods for three and six months ended February 28, 2022 of $nil and $15,269, respectively (three and six months ended February 28, 2021 - $40,275 and $89,918, respectively), with $nil included in accounts receivable (August 31, 2020 - $31,944).

7. LOSS PER SHARE

The weighted average number of common shares outstanding for basic and diluted loss per share is 89,715,359 (February 28, 2021 – 87,572,573).

In determining diluted loss per share, the weighted average number of shares outstanding for the period ended February 28, 2022 excluded 3,000,329 (February 28, 2021 – nil) for stock options and share purchase warrants eligible for exercise where the average market price of the common shares for the year exceeds the exercise price because the result was anti-dilutive in both periods.

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WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

8. FINANCIAL INSTRUMENTS

a) Categories of financial instruments

The Company has classified its financial instruments as follows:

Financial assets
Cash and cash equivalents
Trade and other receivables
Deposits
Financial liabilities
Unearned revenue
Trade accountspayable and accrued liabilities
February 28,
August 31,
2022
2021
1,120,076
$ 1,201,893
$ 443,165
193,604
14,150
14,150
58,410
78,041
941,363
490,985

b) Foreign currency risk

The following table provides an indication of the Company’s exposure to changes in the value of the U.S. dollar relative to the Canadian dollar as at and for the periods ended February 28, 2022 and August 31, 2021. The analysis is based on financial assets and liabilities denominated in U.S. dollars at the statement of financial position date (“statement of financial position exposure”), and U.S. dollar denominated revenue and operating expenses during the year (“operating exposure”).

Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Unearned revenue
Trade accounts payable and accruedliabilities
February 28,
August 31,
2022
2021
U.S.Dollars
U.S.Dollars
194,284
$ 263,089
$ 332,619
125,795
(62,764)
(71,026)
(376,221)
(93,134)
Net statement of financialposition exposure 87,918
224,724

Based on the Company’s foreign currency exposure, as noted above, with other variables unchanged, a 5% change in the Canadian dollar against the US dollar as at February 28, 2022 would have impacted the comprehensive net loss by $4,396 (August 31, 2021 - $11,236).

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WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

c) Credit risk

Assets that subject the Company to credit risk consist primarily of cash and cash equivalents, trade and other receivables, and, if applicable, any indemnifications. The Company applies the simplified approach to trade and other receivables and recognizes a loss allowance provision based on lifetime expected credit losses (“ECLs”). The loss provision is based on the Company’s historical collection and loss experience and incorporates forward-looking factors, where appropriate. The loss provision is included in administrative costs in the Financial Statements and is net of any recoveries that were provided for in a prior period.

Trade receivables are included in trade and other receivables on the statements of financial position and consist of the following:

Trade and other receivables
Current
Past due but not impaired
Aged between 31 - 90 days
Aged between 91 - 120 days
Aged greater than 121days
February 28,
August 31,
2022
2021
330,109
$ 143,468
$ 88,251
19,197
-
31,543
28,411
-
Total trade and other receivables
Allowancefordoubtful accounts
446,771
194,208
(3,606)
(604)
443,165
$ 193,604
$

Reconciliation of allowance for doubtful accounts:

Balance, beginning of period
Increase in allowance
Net ofwrite-offs andrecoveries
February 28,
August 31,
2022
2021
604
$ 1,761
$ 4,708
604
(1,706)
(1,761)
Balance,end ofperiod 3,606
$ 604
$

The maximum exposure to credit risk at the reporting date by geographical region was (carrying amount):

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WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

North America
Middle East
Other International
February 28,
August 31,
2022
2021
71,260
$ 108,728
$ 371,905
84,876
-
-
443,165
$ 193,604
$

d) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting its obligations associated with financial liabilities as they become due. The Company manages liquidity risk through various sources, including cash generated from operations, cash management and by monitoring forecasted cash flows.

The timing of undiscounted cash flows of financial liabilities based on the earliest date on which the Company may be required to pay is outlined below.

Contractual commitments
Trade accounts payable and
accrued liabilities
Commitments and variable
lease paymentsi
Lease liabilitiesi
0 to 3
months
4 to 12
months
Year 2 Years
After 5
3 to 5
years
27,576
$ 615,225
14,884
29,900
-
$ 320,205
44,652
90,187
-
$ -
59,537
125,721
-
$ -
$ -
-
114,112
-
246,675
-
687,585
$
455,044
$
185,258
$
360,787
$ -
$

i) The Company entered into a new lease for a period of five years commencing February 1, 2021. For the balance of the term of the new five-year lease, the total estimated commitments and variable lease payments are estimated to be $230,910, with the future lease liabilities estimated at $445,884. The new lease commitments are included in the above table.

Despite the re-opening of many countries, COVID-19 and the various variants continue to have some impact on the Company’s access to oil fields. In addition, various end users or clients continue to be impacted by supply chain (i.e., acid manufacturing and availability, coiled tubing and rig parts and availability, etc.) issues and operating budget constraints, which have created additional delays in most of the regions in which the Company operates. Wavefront, however, has not been materially directly impacted by supply chain issues related to Powerwave tool development or deployment. The timeframe to gain access and the resolution of end user or client supply chain issues is currently unknown.

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WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

These factors, amongst others, are likely to have a negative impact on the Company’s credit and liquidity risks, as well as, maintaining revenues and earnings, cash flows, and Wavefront’s financial condition.

9. SEGMENTED INFORMATION

The Company is an oil field service provider and operates with one reportable segment that covers all aspects of the Company’s business.

Wavefront considers the basis on which it is organized, including the economic characteristics and geographic areas, in identifying its reportable segment. The operating segment(s) of the Company is defined as a component(s) of the Company for which separate financial information is available and is evaluated regularly by the chief operating decision maker in allocating resources and assessing performance. The chief operating decision maker of the Company is the President and Chief Executive Officer. The Company has one group of similar products due to having a similar underlying technology, class of customers, and economic characteristics.

Geographic information

North America
Middle East
Other International
Revenue three months ended Revenue three months ended Revenue six months ended Revenue six months ended Assets
February 28,
2022
February 28,
2021
February 28,
2022
February 28,
2021
February 28,
August 31,
2022
2021
53,886
$ 481,866
-
42,181
$ 320,945
9,992
105,541
$ 788,907
68,935
95,309
$ 704,338
19,231
2,132,280
$ 2,164,339
$ 515,356
243,420
4,638
12,731
535,752
$
373,118
$
963,383
$
818,878
$
2,652,274
$ 2,420,490
$

For its geographic segments, the Company has allocated assets based on their physical location and revenue based on the location of the customer. Of the revenues recognized for the three months ended February 28, 2022 in the Middle East, revenues of $287,925 (February 28, 2021 - $285,315) were derived from Kuwait, and revenues of $124,298 (February 28, 2021 - $35,630) were derived from the Kingdom of Saudi Arabia; whereas of the revenues recognized in North America, $53,886 (February 28, 2021 - $42,181) were derived from the United States.

Of the revenues recognized for the six months ended February 28, 2022 in the Middle East, revenues of $571,845 (February 28, 2021 - $577,672) were derived from Kuwait, and revenues of $145,931 (February 28, 2021 - $126,666) were derived from the Kingdom of Saudi Arabia; whereas of the revenues recognized in North America, $105,541 (February 28, 2021 - $95,309) were derived from the United States.

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WAVEFRONT TECHNOLOGY SOLUTIONS INC. Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended February 28, 2022 and 2021 (Canadian dollars) (Unaudited)

Significant customers

Sales in the three months ended February 28, 2022 from the top three customers amounted to $287,925, $45,478 and $41,676, which represented 53.7%, 8.5% and 7.8%, respectively, of total revenue. Sales in the three months ended February 28, 2021, from the top three customers amounted to $285,315, $35,199 and $23,237, which represented 76.5%, 9.4% and 6.2%, respectively, of total revenue.

Sales in the six months ended February 28, 2022 from the top three customers amounted to $571,845, $57,981 and $53,082, which represented 59.4%, 6.0% and 5.5% respectively, of total revenue. Sales in the six months ended February 29, 2021, from the top three customers amounted to $577,672, $100,472 and $45,029, which represented 70.5%, 12.3% and 5.5%, respectively, of total revenues.

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