Environmental Waste International : EWI MDA March 31 2021

ENVIRONMENTAL WASTE INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

This "Management's Discussion and Analysis" ("MD&A") has been prepared as of May 28, 2021, and should be read in conjunction with the interim condensed audited consolidated financial statements of Environmental Waste International Inc. ("Company", "EWI") for the three months ended March 31, 20221 and 2020. The Company's interim condensed consolidated financial statements and the notes thereto have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are reported in Canadian dollars unless otherwise stated. All financial analysis, data and information set out in this MD&A are unaudited.

This Management discussion and analysis has been authorized for issuance by the Board of Directors on May 28, 2021.

FORWARD-LOOKINGSTATEMENTS

This MD&A includes certain forward-looking statements that are based upon the Company's current expectations which involve risks and uncertainties associated with the Company's business and the economic environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements, which are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking statements contained in this MD&A are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed in the section "Risks and Uncertainties" below.

Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding: the Company's goal of creating shareholder value; ability to fund future operating costs, and timing for future research and development of the Company's current and future technologies, including the costs and potential impact of complying with existing and proposed laws and environmental regulations; management's outlook regarding commercialization of its tire recycling system and generation of revenues; sensitivity analysis on financial instruments that may vary from amounts disclosed; prices and price volatility of the Company's products; and general business and economic conditions.

Readers are cautioned that the above factors are not exhaustive. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward- looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

The Company believes the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A.

The forward-looking information contained in this MD&A is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

OVERVIEW OF BUSINESS

EWI currently develops environmentally friendly products for waste treatment and disposal. Its predominant focus is on recycling waste rubber, primarily tires, into valuable by-products which can be sold and reused.

The Company researches, designs, develops, sells, and maintains technologically advanced systems based on the patented Reverse PolymerizationTM process ("RP") and patented delivery systems.

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ENVIRONMENTAL WASTE INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Governments and industries worldwide recognize the need for technology to deal with the processing, treatment and eventual disposal or recycling of tires and other waste rubber products in an environmentally safe manner. EWI provides unique and effective solutions to these challenges.

The Company built a full-scale Pilot Plant Tire System which breaks the molecular bonds in tires and other rubber products, reducing them to their base components of carbon black, steel and hydrocarbon vapors. An off-gas system processes the vapors to recover the oil, and then scrubs the remaining gas for use as fuel in the power generation system that runs the plant. The valuable carbon black, oil and steel are collected and sold into many product streams. After successfully running for five years as a research and development pilot facility the Plant had an environmental review by the Ontario Ministry of Environment, which resulted in approval to run it commercially.

In addition to tires, EWI has designed solutions for the safe disposal, recycling and/or recapture of useable byproducts for the following waste streams:

• Liquid Biological Waste Systems;
• Food Waste;
• Medical Waste and Animal Waste.
• The Company is currently focused on the commercialization of its technology for the recycling and recapture of used tire and other rubber waste. The Company's RPProcess reduces waste tires into basic commodities in an environmentally safe manner. Rubber is the last major commodity for which there is no meaningful recycling method, (unless burning them for fuel is deemed "recycling"), and waste tires are a growing worldwide problem. The RP process breaks the molecular bonds in a tire and other rubber products, reducing them to their base components: carbon black, oil, steel and hydrocarbon vapours. The carbon black is recycled for tires, rubber compounding weather stripping colour concentrates and plastics, among other applications. The syngas can provide a significant percentage of the power required to run the plant or be sold to the power grid. The oil and steel are sold as commodities.

During 2020 and up to the date of this MDA the Company achieved several significant milestones for the year set out below:

• Completed the process of obtaining permanent environmental permits;
• Secured both short-term and started planning for long-term financing;
• Arranged for the Company's plant in Sault Ste. Marie to be upgraded to a full-scale commercial facility;
• Signed a partnership agreement to develop waste tire recycling plants in Europe leveraging EWI's technology, with the first project planned for Denmark;
• Filed additional patents; and
• Renewed its contract with the US Department of Agriculture to maintain its EWI liquid biological waste unit.

OUTLOOK AND GROWTH STRATEGY

Tire stockpiles and landfills, many of which are massive, exist all over the world since rubber, including tires, is the last major commodity without a meaningful recycling option. Once established, landfills are permanent since rubber is not biodegradable. Approximately 1.5 billion used tires become available worldwide annually. Developed world markets are growing at 1%-2% annually, while the Chinese market is growing at a rate over 10% per year.

EWI has a patented technology that can recycle tires in an environmentally safe manner.

Carbon Black is a commodity with a huge market. More than 13.5 million tonnes of carbon black are sold every year and demand is growing. Currently, demand slightly exceeds supply and prices are continuing to rise. The Company has a number of significant relationships in various parts of the world including Asia. Excluding Japan, Asia will be the fastest-growing region in the world, followed by Central and Eastern Europe. The virgin Carbon Black industry is

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ENVIRONMENTAL WASTE INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

coming under increased pressure from governments and environmental groups, as production of the product is a significant greenhouse gas emitter.

Commodity Sales

Carbon black, the major raw material in tires, is a specialty product. Stringent environmental laws are forcing the closure of older inefficient carbon black plants, causing pressure on supply. Recycled carbon black, especially if it is produced in a sustainable manner is expected to become an important part of the carbon black market. The growing market for carbon black puts EWI in an excellent position as it enters the commercialization phase. EWI Recycled Carbon Black has now been tested and accepted by a number of companies.

EWI has also developed a process to refine the oil created during its RP process. The refined oil has been successfully tested as a compounding oil by two users and has performed better than the oil they are currently using.

Plant Sales

EWI's strategy is to sell systems at reduced gross margins to accelerate market penetration, while receiving a service fee on all revenues achieved by third party systems. While this will limit profits in the earlier years, it will develop a growing base of high margin, high value recurring profits in later years. There is intense government pressure around the world to deal with waste tires in a way that protects the environment. EWI has completed an agreement with a group in Denmark and is currently working on a number of plant sales with both public and private entities in Canada, Australia, the UK, Nepal, India, and Italy.

Owned and Operated Plants

Most rubber manufacturers have a significant issue with their production waste. In many cases, landfill or incineration are the only options for thousands of tons of this waste. EWI believes it has the only technology that can deal with this difficult scrap, especially where raw rubber is intermingled with steel. The Company is seeing interest from rubber manufacturers to deal with their production waste and recycle it. The ideal relationship for EWI with the tire manufacturers would be for them to provide their scrap rubber to EWI and for EWI to sell them the resulting carbon black and oil, while the steel would be sold as scrap. Where these manufacturers provide long-termoff-take agreements for the carbon black, EWI might retain ownership of the plant, utilizing the ability to finance the facility because of the guaranteed revenue stream.

HIGHLIGHTSAND SUMMARY

The following summarizes key events during the three months ended March 31, 2021, and up to the date of this MD&A:

Operating Highlights

$1.2 million Private Placement

On April 23, 2021, the Company completed a non-brokered private placement for proceeds of $1,233,000 through the issuance of 4,110,000 common shares at $0.30 per share.

$10 million Joint Venture

On March 22, 2021 the Company entered into an agreement with a private Ontario corporation, Torreco Inc. ("Torreco"), whereby it will invest $7,000,000 to convert the pilot plant of the Company's subsidiary Ellsin Environmental Ltd. ("Ellsin") in Sault Ste. Marie into a commercial scale recycling plant utilizing the Company's patented microwave technology. Following the receipt of all the committed financing, the Company, will retain a 30% ownership interest in Ellsin, and will receive a 6% royalty in perpetuity from Ellsin based on total revenue generated by Ellsin. The investment is being made via common share subscriptions in Ellsin, which owns the Company's waste

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ENVIRONMENTAL WASTE INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

tire facility in Sault. Ste Marie including land, building and equipment. The financing will be used to expand and modernize the plant utilizing the Company's latest technology. In exchange for the investment in Ellsin, the Company will grant the third party the right to build three additional waste tire facilities in Ontario over the next five years if it meets certain conditions.

The first three tranches of share purchases in Ellsin totalling $1 million were completed In March and April 2021. The third party is committed to invest an additional $6 million over the next five months. After investing $7 million, Torreco will own 70% of Ellsin.

Financial Highlights

Results for the three months ended March 31, 2021

During the three months ended March 31, 2021 the Company reported a total net loss of ($639,024) compared with net income of $706,886 during the three months ended March 31, 2020. Included in these results in 2021 is a non-cash accounting loss for the change in valuation of a derivative liability of ($283,088) (2020 - income $1,225,820). Without this non-cash item, the loss for the quarter in 2021 is ($355,936) compared to a loss of ($518,934) in Q1 2020.The loss for the quarter includes the continuing loss from operations of ($543,603) and a loss from discontinued operations of ($95,421) compared to income from continuing operations of $797,102 and loss from discontinued operations of ($90,216) in Q1 2020.

With the signing of the agreement with Torreco on March 22, 2021 and with the receipt of all of the committed Torreco funds, Torreco will own 70% of Ellsin. As a result of the Company having committed to an agreement and plan involving loss of control of Ellsin, the operating results and assets and liabilities of Ellsin have been presented in the unaudited interim condensed consolidated financial statements as a discontinued operation.

The Company's working capital deficiency at March 31, 2021 was ($3,807,592) compared to ($3,827,527) at December 31, 2020. Included in the current working capital deficiency at March 31, 2021 is assets held for sale of $1,500,284 and liabilities directly associated with these assets held for sale of $2,524,373 which relate to the discontinued operation of Ellsin.

Subsequent to March 31, 2021, the Company was successful in extending repayment terms of interest and principal on Ellsin's term loan of $2,256,081 and negotiated a settlement of the promissory note of $1,092,904 whereby it will be converted into shares of the Company, as well as settling a portion or $162,500 of the deferred compensation balance which will be converted to common shares.

During the three months ended March 31, 2021, the Company used $249,959 of cash for operating activities, as compared to $ 202,429 in Q1 2020, and spent $8,010 on property and equipment for its new office premises in Whitby.

From financing activities provided a net of $146,150 during Q1 2021 compared to using $13,392 in Q1 2020. The Company received $400,000 proceeds from the investment by Torreco in Ellsin representing 4% interest in Ellsin as well as additional $40,000 proceeds from CEBA loans in the quarter. $76,182 was received from the exercise of stock options and $50,000 from the exercise of warrants during Q1, 2021. $420,031 of financing cashflow is classified as discontinued operations related to Ellsin.

After March 31, 2021

On April 19, 2021 the NOHFC approved a proposal to amend the repayment terms as follows:

• Previously accrued and unpaid interest, and additional interest accruing up to and including August 31, 2021, is to be paid in full no later than August 31, 2021;
• Interest from August 31, 2021 until May 31, 2022 shall accrue and be paid in full no later than May 31, 2022,
• Blended payments based on a 5-year amortization will commence on June 1, 2022, and
• NOHFC will obtain a corporate guarantee and postponement of claim, supported by a general security agreement from the new majority shareholder of Ellsin.

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ENVIRONMENTAL WASTE INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

On April 22, 2021, the Company raised gross proceeds of $1,233,000 through a non-brokered private placement;

On May 24, 2021 the Company entered into two debt conversion agreements with related parties to settle the promissory note payable and a portion of the deferred compensation liability. These debt conversions provide for an aggregate of $1,282,017 of the Company's outstanding debts to be settled through the issuance of an aggregate of common shares at a price equal to the higher of $0.23 or the volume weighted average trading price of the common shares for the ten (10) days following the date hereof.

The commercialization of the Company's core technology is at the early stage and the Company has not yet achieved positive cash flows. The Company needs to continue to obtain additional financing to enable it to continue operations. In the absence of additional financing, the Company is not expected to have sufficient funds to meet its obligations. Management continues to monitor cash needs and believes it has access to additional financing. There can be no assurances that the Company will be able to secure the necessary on-going financing to enable it to continue as a going concern.

SELECTED FINANCIAL INFORMATION

The following table sets out selected information for the three months ended March 31, 2021 and March 31, 2020 and have been prepared in accordance with IFRS.

(unaudited)	Q1 2021	Q1 2020
	$	$
Revenues	23,818	41,822
Operating loss	(215,524)	(293,864)
Net income (loss) from continuing operations	(543,603)	797,102
Net loss from discontinued operations	(95,421)	(90,216)
Income (loss) per share from continuing operations - basic	(0.003)	0.004
Loss per share from discontinued operations - basic	0.000	0.000
Weighted average number of shares outstanding - basic	247,571,706	214,356,649
Total assets	2,280,817	1,897,881
Shareholders' equity (deficiency)	(4,274,000)	(4,775,328)

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