Management's Discussion and Analysis of Financial Condition as at June 30, 2022 and Results of Operations

for the Three Months and Six Months Ended

June 30, 2022 and 2021

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STEER (FACEDRIVE INC.)

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months and six months ended June 30, 2022 and 2021

August 29, 2022

The following interim Management's Discussion and Analysis ("MD&A") provides information concerning the financial conditions and results of operations of Facedrive Inc. (the "Company", "Corporation", "Facedrive", "STEER", "we", "us" or "our") which includes its subsidiaries, for the three months ended June 30, 2022 ("Q2 2022 or the quarter"), and the three months ended June 30, 2021 ("Q2 2021 or the comparative quarter"), the six months ended June 30, 2022 (the "YTD"), and the six months ended June 30, 2021 (the "Prior YTD"). This MD&A should be read in conjunction with our audited consolidated financial statements, including the related notes thereto, for the fiscal years ended December 31, 2021, and 2020, and the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2022 and 2021 (the "Q2 2022 Interim Statements").

Our Q2 2022 Interim Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of condensed interim financial statements, including International Accounting Standards ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). Our fiscal year is the 12-month period ending December 31.

All amounts in this MD&A are in Canadian dollars, unless otherwise indicated. All information presented has been rounded to the nearest hundred dollars, unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains forward-looking information or forward-looking statements (collectively referred to as "forward-lookinginformation") which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of STEER or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. When used in this MD&A, such information uses such words as "may", "would", "could", "will", "intend", "predict", "aim", "seek", "potential", "expect", "believe", "plan", "anticipate", "estimate" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. This information reflects STEER's current expectations regarding future events and operating performance and speaks only as of the date of this MD&A. Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward- looking information, including, but not limited to, the factors discussed below. STEER believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable, but no assurance can be given that these factors, expectations and assumptions will prove to be correct. STEER assumes no obligation to publicly update or revise forward-looking information to reflect new events or circumstances, except as may be required pursuant to applicable securities laws or regulations. These forward-looking statements include, among other things, statements relating to STEER's revenue streams and financial performance, future growth and profitability of the Company, the impact of the COVID-19 pandemic and economic challenges on the Company's business operations, financial condition and results of operations, the Company's ability to maintain or adjust its capital, the Company's ability to finance its future cash requirements through debt and/or equity and the ability of the Company to manage its credit risk through financially stable institutions and payment collection platforms.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of STEER to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, including those factors discussed under the heading "Financial Risk Management Objectives and Policies" in this MD&A. Additional risks and uncertainties are discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time.

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Although STEER has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. As such, there can be no assurance that forward- looking information will prove to be accurate. Accordingly, readers should not place undue reliance on forward- looking information due to the inherent uncertainty in them. Furthermore, unless otherwise stated, the forward-looking information contained in this MD&A is made as of the date of this MD&A and we have no intention and undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities law.

The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

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COMPANY OVERVIEW

Facedrive Inc. was incorporated under the Business Corporations Act (Alberta) on January 18, 2018 as "High Mountain Capital Corporation" ("High Mountain"). On September 16, 2019, the Company amalgamated with 2696170 Ontario Inc. ("Subco"), a wholly-owned subsidiary of High Mountain, to form 5021780 Ontario Inc., also a wholly-owned subsidiary of High Mountain. On December 31, 2019, High Mountain completed an amalgamation and continuance from a company incorporated under the Business Corporations Act (Alberta) to a company continued under the Business Corporations Act (Ontario) under the name "Facedrive Inc.".

The Corporation's head office and registered office is located at 100 Consilium Place, Suite 400, Toronto, ON M1H 3E3 and has various other operational offices across North America. The Corporation is a reporting issuer in British

Columbia, Alberta, Ontario and Nova Scotia. The Company's common shares are listed and posted for trading on the TSX Venture Exchange (the "TSXV") under the trading symbol "FD". The Company recently received formal approval for change of its name by way of Articles of Amendment to "STEER Technologies Inc." at its July 12, 2022 annual and special meeting of shareholders and is currently in the process of seeking TSXV approval for such name change. Therefore, the entire contents may use STEER to present the Company in order to keep alignment and consistency.

Services and Offerings - Overview

STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on- demand services. The Company's goal is to build a one-of-a-kind system that aggregates conscientious users through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company's offerings generally fall into two categories: 1) subscription-based offerings led by its flagship electric vehicle ("EV") subscription business, STEER EV, and 2) on-demand services incorporating food delivery, B2B marketplace, Delivery-as-a-Service (DaaS), health technology, and rideshare (mobility) services. The Company's platform is powered by EcoCRED, its big data, analytics and machine learning engine that seeks to capture, analyse, parse and report on key data points in ways that measure, in a reportable manner, the Company's impact on carbon reductions and offsets.

The Company's vision was inspired by a number of global megatrends: 1) widespread adoption of environmental, socially-conscious and governance-oriented (ESG) consumer behaviour (particularly among the Y and Z generations, the future of global economic consumption), including an increased emphasis on social issues as a factor in commercial decision-making; 2) international movement towards environmentally-conscious legislation and policy

(quote: the Paris Accord, the European Union's target that all vehicles in production be electric by 20301) and the Canadian Federal Government's later announcement mandating 2035 as a transition date (e.g. Transport Canada, June 29 20212 ); 3) corporate and institutional adoption of said ESG principles (e.g. automotive industry manufacturers and other institutions including Canadian Schedule "I" Banks and top-tier Canadian telecommunications giants committing hundreds of millions of dollars towards ESG-related initiatives), and 4) the modern gig economy, reflecting a decline in traditional ownership models in favour of shared, subscription-based or on-demand solutions.

Subscription-Based Offerings

The Company's Subscription-Based Services are led by its flagship STEER EV business unit, which allows consumers (typically on a monthly recurring subscription basis) to choose from a diverse fleet of automobiles that includes a

range of premium luxury, comfort and entry-level electric vehicles (EV) without the hassles that come with long- term ownership or daily rental.

The Company's electric vehicle subscription business was first acquired ("STEER Acquisition") from Exelorate Enterprises, LLC ("Exelorate"), a wholly-owned subsidiary of Exelon Corporation (NASDAQ:EXC). The STEER

  1. https://unfccc.int/process-and-meetings/the-paris-agreement/the-paris-agreement
  2. https://www.canada.ca/en/transport-canada/news/2021/06/building-a-green-economy-government-of-canada-to-require-100-of-car-and-passenger-truck-sales-be-zero-emission-by-2035-in-canada.html

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Acquisition was completed in September 2020, and the launch of the STEER vehicle subscription service platform in Toronto occurred in February 2021. The Company leases primarily electric automobiles for its STEER EV operations. The Company is responsible for related car payments, maintenance costs, and insurance; STEER's customers pay

only the monthly subscription fee for use of the vehicles and associated surcharge fees.

Since the STEER Acquisition, the Company has been pleased with the growth and success of STEER EV's operations in Toronto and Washington, DC as two operational centers with strong utilization and subscriber growth rates. More recently, the Company has further established operations in Vancouver, BC and Austin, Texas. STEER EV intends to aggressively expand into targeted markets in North America that have been identified for expansion. The Company anticipates future expansions translating into strong and organic monthly recurring revenue and, ultimately, significant

year-over-year revenue growth from its business-to-consumer (B2C) operations. Following these anticipated

expansions, the Company's goal is to further expand, in the intermediate term, into electric charging and smart- community infrastructure.

On-Demand Offerings

The Company's On-Demand Services include the Company's various mobility and delivery platform offerings catering to both businesses ("B2B") and consumers ("B2C"). B2B is led by the Company's fast-growingbusiness-to- business marketplace ("B2B Marketplace") targeting businesses, while B2C includes foods and grocery delivery, delivery-as-a-service (DaaS, or last mile delivery), and rideshare (mobility), focused on serving end users/customers. The Company feels its On-Demand Services serve local communities by supporting local restaurants with all essential resources including supply chain management and logistics, customers and delivery solutions, while enabling drivers to generate revenue in a diversified, hedged manner should demand for other offerings become temporarily low. The Company also prides itself on its thorough driver onboarding and training processes, unique safety features such as daily driver temperature checks and integration of contact-tracing technology, extended delivery radius to cater to remote and underserved communities, and grocery delivery services.

Recently, the Company has centralized all of its On-Demand Service platforms - B2B Marketplace, Foods, DaaS, and Rideshare - into one mobile application named "STEER". The centralization of service platforms allows the Company to better achieve economies of scale for its expenses. In other words, the centralization of the Company's On-Demand services creates an organic ecosystem that allows for all On-Demand service platforms to share the input cost factors, including, but not limited to, merchants, customers, drivers, and suppliers. Ultimately, this is intended to minimize the Company's supply chain logistics cost, opportunity cost, and time cost.

B2B Marketplace

B2B Marketplace is the platform for the Company's business-to-business marketplace. B2B marketplace is based on the sale and delivery of various restaurant industry supply items on a just-in-time basis. Such items include numerous restaurant industry items, ranging from general tableware, commercial kitchen items, supplies to restaurant meal ingredients and condiments. This inventory of goods is procured, owned, and warehoused by the Company. Once a

restaurant or a similar business orders goods through the STEER platform, the Company delivers the inventory to its business customers.

B2B Marketplace aims to provide delivery of goods from suppliers to restaurants in a way that not only reduces their inventory and storage costs, but also allowsQ2 them to choose from the Company's more environmentally conscious supply options. One of the Company's goals is to increase market share for its environmentally conscious supplies to reach a certain threshold such that the Company can achieve economies of scale, which would allow the Company to reduce costs and increase its volume of sales consistently. Furthermore, the increased adoption of environmentally friendly options will then be reflected in the carbon reduction and offset numbers that the Company plans to track and

report through EcoCRED. As of today, the Company estimates that approximately one in five independent restaurants in Ontario has accounts on the Company's On-Demand platform, which translates to an approximately 20 percent market penetration that the Company feels provides sound footing for its next stages of expansion.

Foods

Foods is a food delivery platform that connects restaurants, including national chains, local businesses, and ethnic restaurants, with drivers and consumers, and is currently operational in 19 cities in Canada. It emphasizes driver

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Facedrive Inc. published this content on 29 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 07:33:07 UTC.