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    SWIS   CA3795811015

GLOBEX DATA LTD.

(SWIS)
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GlobeX Data : MANAGEMENTS DISCUSSION & ANALYSIS FORM 51-102F1 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

11/20/2021 | 07:34pm EST

GLOBEX DATA LTD.

MANAGEMENT'S DISCUSSION & ANALYSIS

FORM 51-102F1

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

GLOBEX DATA LTD.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

INTRODUCTION

The following management discussion and analysis ("MD&A") of the financial condition and results of operations of GlobeX Data Ltd. (the "Company" or "GlobeX") has been prepared by management, in accordance with the requirements of National Instrument of 51- 102 as of November 9, 2021 and should be read in conjunction with the condensed consolidated interim financial statements for the nine months ended September 30, 2021, the audited consolidated financial statements for the year ended December 31, 2020 and the related notes contained therein which have been prepared under International Financial Reporting Standards ("IFRS), and all other disclosure documents of the Company. The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.comand www.globexdatagroup.com.

All financial information in this report has been prepared in accordance with IFRS and all monetary amounts referred to herein, are in Canadian dollars, unless otherwise stated.

FORWARD LOOKING INFORMATION

This MD&A contains "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding:

  • Anticipated levels of expenditures for the next twelve months;
  • Expectations of ongoing relationships with reseller and partners;
  • Timing of completion of software integrations and updates;
  • Management's belief that we have sufficient liquidity to fund the Company's business operations during the next twelve months; and
  • Strategy for customer retention, growth, product development, market position, financial results and reserves.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management's current beliefs, expectations and assumptions regarding:

  • the future of the Company's business;
  • the success of marketing and sales efforts of the Company;
  • the projections prepared in house and projections delivered by channel partners;
  • the Company's ability to complete the necessary software updates;
  • increases in sales as a result of investments software development technology;
  • consumer interest in the Products;
  • future sales plans and strategies;
  • reliance on large channel partners and expectations of renewals to ongoing agreements with these partners;
  • anticipated events and trends; and
  • the economy and other future conditions;

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. The Company's actual results and financial condit ion may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Important risk factors that could cause the Company's actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: speculative nature of investment risk; history of operating loss; going-concern risk; the Company's reliance on resellers and other distribution channels to sell its products; dependency on large channel partners; dependency on key personnel; dependency on third parties; software bugs; competition; security threats; research and development; commitments; obsolescence; growth; dilution; unissued share capital; liquidity and future financing risk; market risk for securities; and increased costs of being a publicly traded company. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to, risks and uncertainties disclosed in this MD&A. See "Risk Factors".

These forward-looking statements are made as of the date of this MD&A and are based on the reasonable beliefs, expectations and opinions of management on the date of this MD&A (or as of the date they are otherwise stated to be made). Although the Company has

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attempted to identify important factors that could cause actual results to differ materially from those contained in forward -looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. There is no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. We do not undertake to update or revise any forward- looking statements, except as, and to the extent required by, applicable securities laws in Canada.

Investors are cautioned against placing undue reliance on forward-looking statements.

DESCRIPTION OF BUSINESS

GlobeX Data Ltd. was incorporated under the Business Corporations Act (British Columbia) on March 1, 2017. During the year ended December 31, 2019, the Company completed its initial public offering ("IPO"). The Company's common shares and tradeable warrants were listed on the Canadian Securities Exchange ("CSE") effective July 22, 2019 under the symbols "SWIS" and "SWIS.wt", respectively. In November 2019, the Company's common shares began trading on the OTCQB Venture Market with the trading symbol SWISF and in January 2021, the Company's common shares began trading on the Frankfurt Stock Exchange (Deutsche Boerse AG) under WKN: A2PN34 and the symbol GDT.

The Company's head office and principal address is located at First Canadian Place, 100 King Street West, Suite 5600, Toronto, ON, Canada, M5X 1C9 and the registered and records office is located at 595 Howe Street, Suite 704, Vancouver, BC, Canada, V6C 2T5.

The Company designs, develops and markets Swiss hosted Cybersecurity and Internet privacy solutions for secure data management and secure communications. The Company distributes a suite of secure cloud-based storage, disaster recovery, document management, encrypted e-mails, and secure communication tools. GlobeX Data Ltd. sells its products through its online store, its direct sales force, approved wholesalers, distributors and telecommunications companies worldwide. The Products, all of which are in a commercialization stage and are current in use by customers, were developed by GlobeX Data S.A., a privately held Swiss based cyber security and secure communications company ("GDSA") and licensed to the Company.

On May 7, 2017, the Company (as licensee) entered into the GlobeX Data Secure Cloud Services Licensee Agreement and Program ("Reseller Agreement 2") with GlobeX Data S.A. ("GDSA"), a Swiss corporation with a common director, whereby GDSA granted to the Company an exclusive, transferrable license to resell the Plan Offerings (as defined) to prospects in all countries except Switzerland, Lichtenstein, the Principality of Monte Carlo, the Vatican City State, Canada and the United States for a perpetual term unless terminated by GDSA. The terms and conditions of Reseller Agreement 2 are the same as for the Reseller Agreement as described below, except that the Company has 90 days to cure a breach of any part of Reseller Agreement 2. On March 30, 2018, the Company acquired all of the issued and outstanding shares of GlobeX Data Inc. ("GDI"). As consideration for the acquisition, the Company issued 25 million common shares to GDI, with the license agreement held by GDI being assigned a fair value of $2,552,573.

On April 3, 2017, GDI (as licensee) entered into the GlobeX Data SA Secure Cloud Services Licensee License Agreement and Program (the "Reseller Agreement") with GDSA (see Note 1), whereby GDSA granted to GDI an exclusive, non-transferrablelicense to resell the Plan Offerings (as defined) to prospects in the United States and Canada for a perpetual term unless terminated by GDSA. Pursuant to the Reseller Agreement, GDI markets the Plan Offerings to prospects or customers (the "End User") and the End User subscribes to the Plan Offerings by entering into an end user license agreement (the "EULA") with GDSA by signing a contract with the GDI. Acceptance of a prospect or customer as an End User is at the sole discretion of GDSA, with GDSA having the right to terminate an EULA. GDI has the absolute right to accept any End User and, if it does, it also assumes the liability of acceptance of the End User. GDSA charges the End User a service fee for the Plan Offerings, with payment received by GDSA being remitted to GDI. GDI also has the option of collecting funds directly from the End User. Gross service fee revenue is split between GDSA (10%, being the licensee fee) and GDI (90%). The Reseller Agreement can be terminated by GDSA at any time if GDI fails to cure a breach of any part of the Reseller Agreement within 30 days of receiving written notice of the breach.

Since 2014, the Company, through GlobeX US, primarily marketed the products to end users in North America. In 2017, the Company shifted to a global distribution model targeting established services providers with large customer bases ("Channel Partners"). These Channel Partners offer the Products to their existing consumer base as an add on to the consumers' existing subscriptions.

SIGNIFICANT EVENTS DURING THE CURRENT YEAR AND AS AT THE DATE OF THIS REPORT

In January 2021, the Company closed a private placement consisting of 9,150,000 units at a price of $0.12 per unit for proceeds of $1,098,000. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase an additional share at a price of $0.15 per share for two years. The Company also granted 3,500,000 stock options to an officer and director of the Company at an exercise price of $0.25 expiring January 20, 2026.

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In February 2021, the Company signed its first distribution agreement for its Sekur secure communications solution, in the Commonwealth of Australia, as part of a broader strategy to expand in Australia and New Zealand.

In March 2021, the Company closed a private placement consisting of 4,076,400 units at a price of $0.30 per unit for proceeds of $1,222,920. Each unit consists of one common share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of $0.50 per share for two years. Cash finder's fees were paid of $60,000.

In May 2021, the Company signed a Distribution Agreement for a distribution deal in Sri Lanka with Dialog Broadband Networks (Private) Limited, part of Sri Lanka based Dialog Axiata PLC, itself part of Malaysia based telecom giant Axiata Group Berhad.

In May 2021, the Company Closed a private placement consisting of 7,256,927 units at a price of $0.30 per unit for proceeds of $2,177,078. Each unit consists of one common share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of $0.50 per share for two years. Cash finder's fees were paid of $122,000.

In July 2021, the Company granted 6,320,000 stock options exercisable at a price of $0.50 for ten years to directors, officer s and consultants of the Company.

In July 2021, the Company started the launch of its Sekur encrypted email and messaging solution to the USA consumer market.

In September 2021, the Company closed a private placement consisting of 19,261,470 units at a price of $0.33 per unit for proceeds of $6,356,285. Each unit consists of one common share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of $0.60 per share for two years. Cash finder's fees were paid of $328,314.

RESULTS OF OPERATIONS

For the nine months ended September 30, 2021 and 2020

Revenues

The Company reported revenues of $64,292 during the nine months ended September 30, 2021 compared to revenues of $20,862 during the nine months ended September 30, 2020. The Company does not have any cost of sales associated with its revenues as their sales are from direct website purchases or the sales are provided net of any agreements with channel partners as the customers purchase the services from the channel partner.

Expenses

The net loss for the nine months ended September 30, 2021 was $6,082,732 as compared to a net loss of $741,966 for the nine months ended September 30, 2020. Significant variances include:

Marketing for the nine months ended September 30, 2021 was $1,931,968 compared to $123,125 for the nine months ended September 30, 2020. The increase in marketing fees is primarily due to the launch of the Company's Sekur encrypted email and messaging solution to mass market consumers in the USA. The launch officially started in July 2021.

Share-basedpayments for the nine months ended September 30, 2021 was $2,787,088 compared to $100,073 for the nine months ended September 30, 2020. During the current period the Company granted 9,820,000 (2020 - 1,450,000) stock options calculated using the Black-Scholes option pricing model.

Software maintenance for the nine months ended September 30, 2021 was $1,162,338 compared to $275,497 for the nine months ended September 30, 2020. Software maintenance relates to invoiced amounts from GDSA and third parties for software maintenance and integration costs and varies period to period. As the Company engages significant distribution partners, GDSA has agreed to integrate the products into the distribution partners software ecosystem. As a result, the Company must cover the IT costs related to the integrations.

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For the three months ended September 30, 2021 and 2020

Revenues

The Company reported revenues of $45,451 during the three months ended September 30, 2021 compared to revenues of $5,404 during the three months ended September 30, 2020. The Company does not have any cost of sales associated with its revenues as their sales are from direct website purchases or the sales are provided net of any agreements with channel partners as the customers purchase the services from the channel partner.

Expenses

The net loss for the three months ended September 30, 2021 was $3,819,106 as compared to a net loss of $175,464 for the three months ended September 30, 2020. Significant variances include:

Marketing for the three months ended September 30, 2021 was $977,700 compared to $30,595 for the three months ended September 30, 2020. The increase in marketing fees is primarily due to the launch of the Company's Sekur encrypted email and messaging solution to mass market consumers in the USA. The launch officially started in July 2021.

Share-basedpayments for the three months ended September 30, 2021 was $2,123,595 compared to $nil for the three months ended September 30, 2020. During the current period the Company granted 6,320,000 stock options calculated using the Black-Scholes option pricing model.

Software maintenance for the three months ended September 30, 2021 was $721,681 compared to $79,360 for the three months ended September 30, 2020. Software maintenance relates to invoiced amounts from GDSA and third parties for software maintenance and integration costs and varies period to period. As the Company engages significant distribution partners, GDSA has agreed to integrate the products into the distribution partners software ecosystem. As a result, the Company must cover the IT costs related to the integrations.

SUMMARY OF SELECTED HIGHLIGHTS FOR THE LAST EIGHT QUARTERS

September 30,

June 30,

March 31,

December 31,

Description

2021

2021

2021

2020

Net loss

(3,819,106)

(978,707)

(1,284,919)

(577,529)

Basic loss per share

(0.04)

(0.01)

(0.02)

(0.00)

September 30,

June 30,

March 31,

December 31,

Description

2020

2020

2020

2019

Net loss

(175,464)

(309,903)

(256,599)

(543,079)

Basic loss per share

(0.00)

(0.01)

(0.00)

(0.01)

During the three months ended September 30, 2021 the Company recorded share-based payments of $2,123,595 and marketing expenses of $977,700.

During the three months ended June 30, 2021 the Company recorded marketing expenses of $676,156. During the three months ended March 31, 2021 the Company recorded share-based payments of $663,493. During the three months ended December 31, 2020 the Company recorded share-based payments of $361,730. During the three months ended June 30, 2020 the Company recorded share-based payments of $100,073. During the three months ended December 31, 2019 the Company recorded share-based payments of $238,092.

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Globex Data Ltd. published this content on 20 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 November 2021 00:33:05 UTC.


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Sales 2021 0,13 M 0,10 M 0,10 M
Net income 2021 - - -
Net Debt 2021 - - -
P/E ratio 2021 -
Yield 2021 -
Capitalization 50,0 M 39,9 M 39,7 M
Capi. / Sales 2021 400x
Capi. / Sales 2022 26,1x
Nbr of Employees -
Free-Float -
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Last Close Price 0,44 CAD
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Alain Mehdi Ghiai-Chamlou President, CEO, Secretary & Director
Scott C. Davis Chief Financial Officer
Henry Sjoman Independent Director
Amir Assar Independent Director
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