Abaxx Technologies : MD&A - Year Ended December 31, 2021 and 2020

ABAXX TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

YEARS ENDED

DECEMBER 31, 2021, AND 2020

(EXPRESSED IN CANADIAN DOLLARS)

Dated March 31, 2022

Introduction

The following Management's Discussion and Analysis ("MD&A") of the financial condition and results of the operations of Abaxx Technologies Inc. (the "Company" or "Abaxx") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2021. This discussion should be read in conjunction with consolidated financial statements for December 31, 2021, together with the notes thereto (the "Financial Statements"). This MD&A is dated as of March 31, 2022, unless otherwise indicated.

Unless otherwise indicated and as hereinafter provided, all financial information contained in this MD&A, and the Company's Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). Unless otherwise noted in this MD&A; all monetary amounts are expressed in Canadian dollars, and "we", "us", "our", or the "Company" refer to Abaxx Technologies Inc. and its direct and indirect subsidiaries.

Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. You should read carefully; the "Cautionary Note Regarding Forward-looking Statements" section in this MD&A and should not place undue reliance on any such forward-looking statements.

Abaxx Technologies Inc. ("Abaxx" or the "Company") is a company incorporated under the Alberta Business Corporations Act. Its corporate headquarters is located at 18 King Street East, Suite 902, Toronto, Ontario, M5C 1C4 and the registered office of the Company is 1250, 639 - 5th Avenue S.W., Calgary, AB T2P 0M9. The issued and outstanding common shares are listed and posted for trading on the NEO Exchange Inc. (the "NEO") under the symbol "ABXX" and the OTCQX Market under the symbol "ABXXF".

Caution Regarding Forward-Looking Statements

This MD&A contains forward-looking statements about the Company's objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities, and legal and regulatory matters. Specific forward-looking statements in this MD&A include, but are not limited to, statements with respect to the Company's anticipated future results, events, plans, strategic initiatives, future liquidity, and planned capital investments.

Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may", "maintain", "achieve", "grow", "should" and similar expressions, as they relate to the Company and its management. Forward-looking statements reflect the Company's current estimates, beliefs, and assumptions, which are based on management's perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company's expectation of operating and financial performance in 2022 is based on certain assumptions including assumptions about operational growth, anticipated cost savings, operating efficiencies, anticipated benefits from strategic initiatives, future liquidity, and planned capital investments. The Company's estimates, beliefs andDated March 31, 2022 assumptions are inherently subject to significant business, economic, competitive, and other uncertainties, and contingencies regarding future events and as such, are subject to change. The Company can give no assurance that such estimates, beliefs, and assumptions will prove to be correct.

Numerous risks and uncertainties could cause the Company's actual results to differ materially from those expressed, implied, or projected in the forward-looking statements. Such risks and uncertainties include:

• • the nature of the business and industries that Company competes in;

• • limited assets, available funds, currency risk, absence of dividends, additional financing requirements and anticipated use of those funds;

• • the operational management of the Company by it's directors, officers and insiders, reliance on key personnel, and limited management experience, conflict of interests with directors and management;

• • the future growth, results of operations, performance, products, competition, slow acceptance of products, growth, and business prospects and opportunities of Abaxx;

• • the ability of Abaxx to satisfy all conditions precedent and obtain all regulatory approvals

• • whether Abaxx will be able to execute its business strategy successfully such that the future growth, results of operations, performance and business prospects and opportunities of Abaxx, will be as anticipated;

• • Reporting Issuer Risk including Risks related to volatility of share price, and fluctuation of operating results;

• • risks related to regulation by governmental authorities including political & regulatory risks;

• • operations in foreign jurisdictions;

• • protection of Abaxx Tech Software and IP portfolio, cybersecurity threats, server, system software failures or reliance on technical infrastructure and hacking;

• • clearing house failure or the inadequacies of risk management procedures and facility developments;

• • COVID 19 pandemic;

• • the availability of financing opportunities and risks associated with general economic and financial conditions as well as those risks related to political insurrection and war ;

• • the speculative and competitive nature of the technology sector;

• • limited operating history and share price fluctuations;

• • use and Storage of Personal Information and Compliance with Privacy Laws permits, contract, licenses political and regulatory risk;

• • technical obsolescence and failure by third party vendors of technologies

• • tax consequences;

• • environmental regulations and liability;

• • third party risk, erroneous transactions and human error;

• • non-availability of insurance;

• • loss of key employees, as well as the risk caused by the inability to access and deploy available human resources competitively

• • anthropogenic risks and risks related to the development of carbon markets, including related financial trading instruments that could be susceptible to corruption and other integrity risks.

• • risks of hiring skilled technically proficient staff and their supervision

• • software development risk and risk of technological change

• • acquisition risk

Dated March 31, 2022

• • limited market for securities

• • risks associated with carbon markets

• • lawsuits and other legal proceedings and challenges; and

• • other factors beyond the Company's control.

The above is not an exhaustive list of the factors that may affect the Company's forward-looking statements. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date of this MD&A. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Our Strategy

Abaxx is a development-stage financial technology company that has created proprietary technological infrastructure for both global commodity exchanges and the digital marketplace. The company's proprietary technology is aimed at increasing transaction velocity, data security, and facilitating improved risk management for commodity exchanges, including Abaxx's majority-owned subsidiary, Abaxx Singapore Pte. Ltd. ("AEX", or "Abaxx Exchange"), which operates a commodity futures exchange that is seeking final regulatory approvals as a Recognized Market Operator ("RMO") and Approved Clearing House ("ACH") with the Monetary Authority of Singapore ("MAS"). Abaxx is a technology company engaged in development and deployment of trust enabling Internet protocols. The Abaxx corporate mandate includes accelerating commerce and reducing exposure to risk in targeted global industries. Abaxx commenced its business operations in January 2018.

The Company has developed a business strategy comprised of core components: (i) investing in new internet communication protocols and proprietary financial software architecture with a vision for global commodity market trading; and (ii) commercializing the majority-owned commodity futures exchange and clearing house utilizing Abaxx technology, including foundational products in new liquified natural gas ("LNG") benchmark contracts, a new market structure vision for precious metals and battery metals markets, and new initiatives for enhancing Environmental, Social, and Governance ("ESG") related markets and data. Consistent with its innovative and fresh approach, Abaxx is listed on the NEO Exchange (NEO:ABXX) as well as the OTCQX (OTCQX:ABXXF), and provides its shareholders with the potential for significant long-term value creation.

The Company is also developing new proprietary software and middleware as well as adding some third-party vendor technology to its existing suite. This software augments and provides additional functionalities previously unavailable. These additional modifications will be suitable for Abaxx Exchange and Clearing operations, and will provide an excellent opportunity for alpha testing prior to full operational abilities.

The Abaxx vision for Global Commodity Market Trading Infrastructure 3.0, which Abaxx describes as the "Commoditization of Trust®", is a software architecture which is natively comprised of emerging software technologies which utilize novel machine learning and blockchain-like algorithms including deep learning and natural language processing ("DL/NPL"), self-sovereign

Dated March 31, 2022

digital identity ("ssdID"), encrypted content-addressing distributed file systems, smart contracting languages and protocols, and distributed ledger and decentralized datastore technology (DLT/DDS).

As a development stage business, the Company has generated eleven (11) process and software user interface patent applications. The Company has also engineered a foundational internet ssdID and messaging protocol called "ID++", and developed alpha-stage software applications (e.g., Abaxx Console) using the Commoditization of Trust architecture in the fields of:

• • ssdID based verified-credential management, authentication, and identity and access management (IDAM);

• • end-to-end encrypted and compliant financial messaging and video chat, with enhanced deep learning and natural language processing applications;

• • multi-cloud storage of financial data using encrypted content-addressing distributed file systems;

• • ssdID-enabled electronic document and smart contract signing; and

• • digital-contract custody and other financial workflow management applications.

Abaxx intends to commercialize its software technology suite and the Software and IP Portfolio through business to business ("B2B") strategic partnerships, where emerging technologies can be applied to specific markets heavily reliant on transactional transparency, transaction execution velocity, and compliance with stringent data regulation requirements.

Abaxx Technologies currently holds a gross revenue royalty over AEX in exchange for the licensed use of its proprietary software (including use of its intellectual property and), seeks to expand this software licensing and intellectual property royalty model into other financial service segments. While Abaxx expects to generate revenue from the licensure of its software and royalties via Abaxx Technologies, Abaxx is still in its development stage, and does not currently generate substantial revenue.

Business Overview

The following is a summary of the general development of the Company's business over the last two years:

On January 8, 2020, Abaxx was assigned interest in the following United States patent applications pursuant to an assignment agreement dated January 8, 2020: (1) Patent Application No. 16/708,405; (2) Patent Application No. 16/708/398; (3) Patent Application No. 16/708,377; (4) Patent Application No. 16/708,265; (5) Patent Application No. 16/706,457; (6) Patent Application No. 16/706,586; (7) Patent Application No. 16/703,726; (8) Patent Application No. 16/684,522; and (9) Patent Application No. 16/692,211 (collectively, the "Assigned U.S. Patents").

On August 1, 2020, Abaxx assigned the Assigned U.S. Patents to Abaxx Corp under individual assignment agreements each dated as of August 1, 2020.