Wi2Wi : MD&A for the period ended June 30, 2023

INTERIM MANAGEMENT'S DISCUSSION AND

ANALYSIS

FOR THE SIX MONTHS ENDED

JUNE 30, 2023

Wi2Wi Corporation	Page 1 Management Discussion and Analysis for the period ended June 30, 2023

Wi2Wi

Management Discussion and Analysis

(All amounts in US Dollars unless noted otherwise)

Forward-Looking Statements:

This MD&A includes information that is forward-looking in nature. Such statements concern the future earnings of the Company, its operations, its financial results and its financial condition. These forward-looking statements can be identified through use of expressions such as "believe", "foresee", "anticipate", "estimate", "expect" and other similar types of terms and are based on the information available at the time that they were made and on the good faith of management according to information available at that time. We wish to advise the reader that by their very nature, forward-looking statements include an element of uncertainty and the actual results may be significantly different from the assumptions and estimations described in the forward-looking statements. The actual results will be affected by numerous factors over which the Company has no influence. Consequently, we recommend against placing undue trust in such forward-looking statements since future events and actual results may differ significantly from any forecasts. Unless otherwise stipulated under current law, the Company does not intend to update these statements to take into account new facts or future events and it makes no undertaking to do so.

Management Discussion

The following management discussion and analysis ("MD&A") is a review of operations, current financial position and outlook for Wi2Wi Corporation ("Wi2Wi" or the "Company"). It is dated August 25, 2023 and should be read in conjunction with the Unaudited Condensed Interim Consolidated Financial Statements for periods ended June 30, 2023 and 2022 and Audited Consolidated Financial Statements for years ended December 31, 2022, 2021 and 2020 which are available on SEDAR at www.sedar.com.

All dollar amounts are in thousands of United States Dollars, unless otherwise noted.

Corporate Strategy and Overview

Wi2Wi is a vertically integrated manufacturer providing end to end wireless connectivity solutions, precision timing devices, frequency control devices and microwave filters to the global market. Wi2Wi's miniaturized wireless System-in-Package (SIP) connectivity solutions are well accepted in the global market for Internet of Things (IoT), Industrial Internet of Things (IIoT/M2M/Industry 4.0) and portable device embedded applications worldwide.

Headquartered in San Jose, California, the heart of the Silicon Valley with manufacturing operations in Middleton, Wisconsin, the industrial belt of North America, Wi2Wi provides leading-edge wireless connectivity solutions, customized precision timing devices, frequency control products and Microwave Filters for customer applications worldwide with substantial savings on time-to-market, cost and system-integration. Wi2Wi also leverages its technology along with tier-1 global partnerships with industry leading silicon valley and supply chain companies, serving several Fortune-500 customers.

Wi2Wi's strategic objective is to service the unique needs of each customer by providing wireless integration solutions, thereby speeding up the customer's design, development and manufacturing cycle and reducing the end product overall cost. Wi2Wi's products and value- added services provide highly integrated, rugged, robust and reliable, multifunctional wireless integration solutions with integrated software, customised frequency control devices, timing devices and microwave filters for customer applications globally. Wi2Wi distinguishes itself from commodity grade products, having developed best in class products with integrated software, broader temperature ranges, longer useful lives, and greater robustness and ultimately providing end to end solutions to its global customer base. The Company also provides custom software to its wireless connectivity customers.

Wireless connectivity is the primary communication back bone of Internet of Things (IoT) and customer's needs are unique due to the nature of the application of their end products and the level of wireless integration expertise they possess. To service such unique needs, Wi2Wi has created six distinct product architectures and supported by integrated software. The product architecture and software are based on the best known, rapidly adopting and fastest growing global wireless standards. The wireless connectivity modules are based on 802.11ac, 802.11 a/b/g/n, 802.11 ac/a/b/g/n, Bluetooth, Bluetooth smart ready, 802.11ac, NFC and dual mode BT (Smart ready BLE4.2) combo and GNSS ( navigation) modules based on various constellations such as GPS, BeiDou and GLONASS.

The Company has created a standard design platform for its frequency control devices, precision timing devices and microwave filters. This platform allows the Company to easily customize and meet the highest application demand from customers and timely service to customers with rugged, robust and reliable products cost effectively. Such cost-effective customization with superior performance is mandatory in the markets such as avionics, space, industrial, medical and defense. Wi2Wi's products and value-added services are highly desirable in these markets.

Wi2Wi manufactures its frequency control devices, precision timing devices and microwave filters in the manufacturing plant located in Middleton, Wisconsin. Manufacturing of wireless connectivity products are outsourced. The Company has the following certifications:

• Restrictions on Hazardous Substances (RoHS): design and manufacturing control program for the output of "Lead-Free"(Pb-Free) products

Wi2Wi Corporation	Page 2 Management Discussion and Analysis for the period ended June 30, 2023

• Department of Defense
• MIL-STD-790Product Assurance Certified
• Qualified Products List: MIL-PRF-55310 Oscillator, Crystal Controlled MIL-PRF-3098 Crystal Units, Quartz
• DSCC Laboratory Suitability Certified
• MIL-PRF-38534Hybrid Microcircuit Certified
• Qualified Manufacturer's List
• ISO 9001:2015 FM 75597 ISO Certified Quality Management System
• REACH Compliant Registration, Evaluation, Authorization and Restriction of Chemicals
• ESD Program, employee training certification
• IPC 610 Electronics Acceptance Criteria, employee training and certification
• IPC/EIA-JClass 2 solder joint industry standard training and certification
• ISO 14644 1&2, Class 7 (FED-STD 209E Class 10,000 Clean Room)

Highlights of 2023

• On April 20, 2023, the Company announced its audited consolidated financial results for the fiscal year ended December 31, 2022.
• On May 26, 2023, the Company announced its unaudited consolidated financial results for three months ending March 31, 2023.

Results of Operations:

The consolidated financial statements for the six months ended June 30, 2023 and 2022 form an integral part of this MD&A. All amounts are expressed in thousands of U.S. dollars unless otherwise noted.

Summary of Quarterly Results:

The following table presents selected quarterly financial data for the last eight quarters.

	Statement of results	2023		2023	2022	2022
	In thousands of Dollars	Q2	Q1		Q4		Q3
		$		$	$	$
	Revenue	1,560	1,840	1,684	2,020
	Loss from operations	(396)	(203)	(316)	(246)
	Net loss	(425)	(233)	(153)	(286)
	Statement of results	2022		2022	2021	2021
	In thousands of Dollars	Q2	Q1		Q4		Q3
		$		$	$	$
	Revenue	1,561	1,592	1,670	1,651
	Income (loss) from operations	(383)	(331)	(370)	55
	Net income/(loss)	(426)	(371)	142	8
Revenue
				Six		Six
				Months		Months
				Ending		Ending
				June		June
				30, 2023		30, 2022
	In thousands of Dollars			$		$
	Revenue			3,399		3,153

Revenues for the six months ended June 30, 2023 and 2022 were $3,399 and $3,153 respectively.

Although, the Company had planned 10% organic growth in 2023 over 2022 based on the key customer's commitment, the COVID-19 related shutdown faced by customers significantly affected the revenue. The revenue increased by 7.8% compared to the previous year.

Disaggregated Revenue

Revenue from contracts with customers by product family and geographical areas as it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the table below.

Wi2Wi Corporation

Page 3 Management Discussion and Analysis for the period ended June 30, 2023

For the six months ended June 30,		2023		2022
Product Family
Frequency Control	$	3,384	$	3,116
Connectivity		15		37
	$	3,399	$	3,153

For the six months ended June 30,		2023		2022
Geographical Area
United States	$	2,750	$	2,712
Foreign Countries		649		441
	$	3,399	$	3,153

Gross Profit

	Six	Six
	Months	Months
	Ending	Ending
	June 30,	June 30,
	2023	2022
In thousands of Dollars	$	$
Gross profit	414	288
Gross profit %:	12%	9%

Cost of revenues consist of the costs of parts; costs incurred with contract manufacturers to assemble and test the Company's products, as well as the direct and indirect costs incurred to control and test the in-house and outsourced manufacturing and supply chain.

Gross profit for the six months ended June 30, 2023 and June 30, 2022 was $414 and $288 respectively. Gross margin percent increased 3% for the six months ended on June 30, 2023 over 2022. The increase in the margins was due to the change of product mix that shipped. The Company needs certain revenue to absorb the fixed expenses. The Company typically ships a wide range of products to its customers which results in consistent planned margins compared to previous quarters. Some of the high margin products planned to ship were rescheduled to the subsequent months by the customers. The Company continues to work on increasing the gross margin.

Gross margins can fluctuate depending on the product mix shipped in that period. The frequency control products are manufactured in house and are very labour intensive, and on average, yield gross margins in the region of 28% which is significantly higher than the competitors in the same markets and sectors. Wireless connectivity solutions products yield margins typically over 50%. The Company continues to invest in new machinery and manufacturing yield and such efforts have resulted in increased margin.

Research and Development Expenses

In thousands of Dollars	Six	Six
	Months	Months
	Ending	Ending
	June 30,	June 30,
	2023	2022
	$	$
R&D	171	191

Research and development (R&D) expenses consist primarily of expenses related to the design of the Company's products and development of prototypes. Research and development expenses for the six months ended June 30, 2023 and 2022 were $171 and $191 respectively, decrease of 10%. The Company continues off shoring certain R&D to optimize its budget.

The Company continues to invest in R&D and diversifying its product offering in complementary market sectors. The Company continues to receive sample orders for prototyping for the new products released in the previous year. Depending on the applications and the market, product qualification can take up to six years. The Company doesn't announce any new products until it completes all product related qualifications. The Company also does not recognise a design win until the end customer product certification and qualification is complete.

Wi2Wi Corporation

Page 4 Management Discussion and Analysis for the period ended June 30, 2023

Selling, General and Administrative Expenses (SG&A)

In thousands of Dollars
	Six	Six
	Months	Months
	Ending	Ending
	June 30,	June 30,
	2023	2022
	$	$
SG&A	842	811

Revenue for connectivity solutions is generated through the distributor network. These partners will hold inventory and ship to customers when orders are received through the Wi2Wi sales network or through their own infrastructure. The Wi2Wi sales network is managed through the sales staff and inside sales staff, who are supported by a global network of specialized representatives who are compensated based on the level of revenue they generate each quarter.

SG&A expenses for the six months ended June 30, 2023 and June 30, 2022 were $842 and $811 respectively, increase of 38%. The increase for the six months ended June 30, 2023 as compared to 2022 was primarily due to benefits, property taxes and investor relations expenses.

Other Income/Expenses

In thousands of Dollars	Six	Six
	Months	Months
	Ending	Ending
	June 30,	June 30,
	2023	2022
	$	$
Other
Other Income (expense)	4	(2)
Total	4	(2)

Six months ended June 30, 2023 and June 30, 2022 was primarily due to gain/loss on currency translation.

Interest Income (Expense)

In thousands of Dollars	Six	Six
	Months	Months
	Ending	Ending
	June 30,	June 30,
	2023	2022
	$	$
Interest (expense)	(63)	(81)
Interest income	-	-

Interest income (expense) for the six months ended June 30, 2023 and 2022 was $(63) and $(81) respectively. Interest expense in 2023 and 2022 relates to the imputed interest on the leased facilities.

Legal proceedings

From time to time, third parties have asserted, and may in the future assert claims against the Company related to disputes in the normal course of business. At this time, there are no such claims against the Company which are expected to be material to the Company's results of operations or financial condition.

Liquidity and Capital Resources:

As of June 30, 2023, the Company had cash of $973 compared to $1,022 as of December 31, 2022. The Company had a net working capital of $3,844 as of June 30, 2023 compared to working capital of $4,662 as at June 30, 2022. Shareholders' equity was $4,622 compared to $5,280 at June 30, 2023 and December 31, 2022 respectively. The Company generated negative cash flow during the six months ended June 30, 2023 of $(49) comparing to negative $(571) for the six months ended June 30, 2022. The Company has managed capital by budgeting for its working capital needs, and securing debt and equity financing in order to fund its operations.

Share Capital:

The Company's outstanding Common Shares are 152,933,313 and 152,933,313 at June 30, 2023 and 2022, respectively.

Wi2Wi Corporation

Page 5 Management Discussion and Analysis for the period ended June 30, 2023