Wi2Wi : MD&A for the period ending December 31, 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED

DECEMBER 31, 2023

Wi2Wi Corporation	Page 1 Management Discussion and Analysis for the year ended December 31, 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 April 11,2024 and should be read in conjunction with the Audited Consolidated Financial Statements for years ended December 31, 2023 and 2022 ("Audited Statements") which are available on SEDAR at www.sedarplus.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.

Company headquarters, including manufacturing operations, are located 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 nine 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 year ended December 31, 2023

• MIL-STD-790Product Assurance Certified
• Qualified Products List: MIL-PRF-55310 Oscillator, Crystal Controlled MIL-PRF-3098 Crystal Units, Quartz
• DSCC Laboratory Suitability Certified (for our qualified QPL products, we are not an accredited lab)
• ISO 9001:2015 FM 75597 ISO Certified Quality Management System
• REACH Compliant Registration, Evaluation, Authorization and Restriction of Chemicals
• ESD Program, employee training certification
• ISO 14644 1&2, Class 7 (FED-STD 209E Class 10,000 Clean Room)
• TSCA Compliant
• California Proposition 65 Compliant
• CMRT/EMRT Compliant

Highlights of 2023 and Current Year to Date

• 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.
• On August 25, 2023, the Company announced its unaudited consolidated financial results for six months ending June 30, 2023.
• On August 25, 2023, the Company announced Zachariah Mathews will resign as CEO, President and member of the board of directors effective December 31, 2023. Chairman of the Board, Gary DuBroc will play an instrumental role in ensuring a smooth transition until a successor is appointed.
• On November 1, 2023 the Company moved its headquarters from San Jose, CA to Middleton, WI.
• On November 17, 2023, the Company announced its unaudited consolidated financial results for nine months ending September 30, 2023.
• On February 1, 2024 the Company announced it appointed Ted Clark as new Chief Executive Officer.
• On February 1, 2024 the Company announced it issued Ted Clark an aggregate of 3,500,000 options at an exercise price of $0.035 per share. An aggregate of 1,500,000 options will vest on October 1, 2024, an aggregate of 1,000,000 will vest on June 1, 2025, and the balance 1,000,000 will vest on February 1, 2026.

Results of Operations:

The consolidated financial statements for the years ended December 31, 2023 and 2022 form an integral part of this MD&A. All amounts are expressed in thousands of U.S. dollars unless otherwise noted.

Selected Annual Information:

The following table sets forth selected annual information from the audited consolidated financial statements for the years ended December 31, 2023, 2022, and 2021:

Year ended	2023	2022	2021
In thousands of Dollars (except for number of shares and per share
data)
Revenue	6,343	6,857	6,453
Net loss from operations	(1,205)	(1,276)	(573)
Net loss and total comprehensive loss	(1,325)	(1,236)	(204)
Net loss per share	(0.00)	(0.00)	(0.00)
Cash flow provided by (used in) operations	(56)	(305)	504
Total assets	7,085	9,003	10,600
Shareholders' equity	3,977	5,280	6,515

The basic and diluted net loss per share has been calculated based on 153,033,313, 152,818,394 and 152,818,394 weighted average number of common shares outstanding for the years ending December 31, 2023, 2022, and 2021 respectively.

Wi2Wi Corporation

Page 3 Management Discussion and Analysis for the year ended December 31, 2023

Summary of Quarterly Results:

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

	Statement of results	2023		2023	2023		2023
	In thousands of Dollars	Q4	Q3		Q2		Q1
		$		$	$		$
	Revenue	1,522	1,421	1,560		1,840
	Loss from operations	(280)	(326)	(396)		(203)
	Net loss	(312)	(355)	(425)		(233)
	Statement of results	2022		2022	2022		2022
	In thousands of Dollars	Q4	Q3		Q2		Q1
		$		$	$		$
	Revenue	1,684	2,020	1,561		1,592
	Income (loss) from operations	(316)	(246)	(383)		(331)
	Net income/(loss)	(153)	(286)	(426)		(371)
Revenue
				Year		Year
				Ending		Ending
				December		December
				31, 2023		31, 2022
	In thousands of Dollars			$		$
	Revenue			6,343		6,857

Revenues for the years ended December 31, 2023 and 2022 were $6,343 and $6,857 respectively.

Although, the Company had planned 10% organic growth in 2023 over 2022 based on key customers commitment, the COVID-19 related shutdowns faced by customers significantly affected the revenue as they work to bring their facilities back to pre-pandemic levels. The revenue decreased by 7.5% compared to the previous year.

Disaggregated Revenue

Revenue from contracts with customers disaggregated by product family and geographical areas is presented below 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.

For the years ended December 31,		2023		2022
Product Family
Frequency Control	$	6,327	$	6,795
Connectivity		16		62
	$	6,343	$	6,857

For the years ended December 31,		2023		2022
Geographical Area
United States	$	5,264	$	5,733
Foreign Countries		1,079		1,124
	$	6,343	$	6,857

Wi2Wi Corporation

Page 4 Management Discussion and Analysis for the year ended December 31, 2023

Gross Profit

	Year	Year
	Ending	Ending
	December	December
	31, 2023	31, 2022
In thousands of Dollars	$	$
Gross profit	772	766
Gross profit %:	12%	11%

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 years ended December 31, 2023 and December 31, 2022 was $772 and $766 respectively. Gross margin percent increased 1% for the year ended December 31, 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. 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 higher margin products can average gross margins in the region of 28% which is significantly higher than the competitors in the same markets and sectors. 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	Year	Year
	Ending	Ending
	December	December
	31, 2023	31, 2022
	$	$
R&D	337	374

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 years ended December 31, 2023 and 2022 were $337 and $374 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.

Selling, General and Administrative Expenses (SG&A)

In thousands of Dollars
	Year	Year
	Ending	Ending
	December	December
	31, 2023	31, 2022
	$	$
SG&A	1,640	1,668

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.

SG&A expenses for the years ended December 31, 2023 and December 31, 2022 were $1,640 and $1,668 respectively, decrease of 1.5%. The decrease for the years ended December 31, 2023 as compared to 2022 was primarily due to compensation, depreciation and professional service expenses.

Wi2Wi Corporation

Page 5 Management Discussion and Analysis for the year ended December 31, 2023

Other Income/Expenses

In thousands of Dollars	Year	Year
	Ending	Ending
	December	December
	31, 2023	31, 2022
	$	$
Other
Other Income (expense)	8	187
Total	8	187

Year ended December 31, 2023 was primarily due to gain/loss on currency translation. Year ended December 31, 2022, the Company received a $192 refund for the 2021 Employee Retention Credit from the US government.

Interest Income (Expense)

In thousands of Dollars	Year	Year
	Ending	Ending
	December	December
	31, 2023	31, 2022
	$	$
Interest (expense)	(128)	(147)
Interest income	-	-

Interest income (expense) for the years ended December 31, 2023 and 2022 was $(128) and $(147) 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 December 31, 2023, the Company had cash of $917 compared to $1,022 as of December 31, 2022. The Company had a net working capital of $3,264 as of December 31, 2023 compared to working capital of $4,380 as at December 31, 2022. Shareholders' equity was $3,977 compared to $5,280 at December 31, 2023 and December 31, 2022 respectively. The Company generated negative cash flow during the year ended December 31, 2023 of $(105) comparing to negative $(861) for the year ended December 31, 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 153,033,313 and 152,933,313 at December 31, 2023 and 2022, respectively.

The Company's outstanding options were 4,000,000 and 2,500,000 at December 31, 2023 and 2022, respectively.

The Company granted another 3,500,000 of options on February 1, 2024.

There were no changes to Common Shares of 153,033,313 as of April 15, 2024.

Investment Activities

Cash flow related to investment activities consisted of expenditures for property and equipment. In the years ended December 31, 2023, capital expenditures amounted to $146 compared to $81 in the year ended December 31, 2022. The Company will be looking to increase its capital budget over the next 24 months financed through equipment loans.

Off Balance Sheet Arrangements

There were no off balance sheet transactions entered into during the year, nor are there any outstanding as of the date of this MD&A.

Wi2Wi Corporation

Page 6 Management Discussion and Analysis for the year ended December 31, 2023

Related Party Transactions

The remuneration of key management personnel of the Corporation, includes both members of the Board of Directors and leadership team, which includes the CEO and CFO, is set out below in aggregate:

For years ended December 31,		2023		2022
Officer compensation	$	266	$	357
Benefits and other personnel costs		46		43
Share based compensation current directors		17		-
	$	329	$	400

Application of Critical Accounting Policies

The significant accounting policies used by the Company and critical accounting estimates and judgments made by the Company are disclosed in Notes 5 and 6 to the audited consolidated financial statements for the years ended December 31, 2023 and 2022, which are available on Sedar at www.sedar.com.

Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The emergence of new information and changed circumstance may result in actual results or changes to estimate amounts that differ materially from current estimates. The following discussion identifies the critical accounting policies and practices of the Company and helps assess the likelihood of materially different results being reported.

Inventories

Inventories are recorded at the lower of average cost or net realizable value. Charges for excess and obsolete inventory are recorded based on inventory age, shipment history and forecasted demand. The Company's business is subject to technology changes which may cause selling prices to change rapidly. Moreover, the markets that the Company serves can be volatile and actual results may vary from the Company's forecast or other assumptions, potentially impacting the Company's inventory valuation and resulting in material effects on its profit or loss.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight line method over estimated useful lives of:

• Six years for computer equipment and software;
• Five years for office furniture and fixtures;
• Five to ten years for machinery and equipment;
• Over the shorter of the term of the lease or estimated useful life of leasehold improvements.

Useful lives, residual values, and depreciation and amortization methods are reviewed at least annually, and any changes in previous estimates are accounted for prospectively.

Financial Instruments

Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statement of financial position when the Company becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories i) those to be measured subsequently at fair value through profit or loss (FVTPL); ii) those to be measured subsequently at fair value through other comprehensive income (FVOCI); and iii) those to be measured at amortized cost, using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash flows over the expected life of the financial instrument, or where appropriate, a shorter period. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as measured at amortized cost unless they are designated as measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

Wi2Wi Corporation

Page 7 Management Discussion and Analysis for the year ended December 31, 2023

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial

liability

not

at

FVTPL,

transaction

costs

that

are

directly

attributable

to

the

acquisition or issuance of the

financial

asset

or

financial

liability. Transaction

costs

of

financial

assets

and

financial

liabilities

carried

at FVTPL are

expensed

in

profit

or

loss.

Financial assets and financial liabilities

with embedded

derivatives

are

considered

in

their entirety

when

determining

whether

their cash

flows

are

solely payment of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to the Company's own credit risk are recorded in other comprehensive income.

Expected Credit Losses and Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportable forward-looking information.

For trade accounts receivable, the Company applies the simplified approach as permitted by IFRS 9. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. Trade accounts receivable are stated net of the loss allowance. Recoveries of trade accounts receivable previously written off are recorded in profit or loss when received.

Evidence of impairment may include indications that the counterparty debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Receivables are reviewed qualitatively on a case-by-case basis and management's estimates include providing for 100% of specific customer balances when it is deemed probable that the balance is uncollectable.

Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including aging and turnover, credit worthiness, credit concentration, the existence of third-party insurance, customer relationships, and forward looking macro-economic factors in the measurement of the expected credit losses associated with trade accounts receivable.

The Company's financial instruments are accounted for as follows:
	Classification	Measurement
Cash and restricted cash	Amortized cost	Amortized cost
Trade accounts receivable	Amortized cost	Amortized cost
Accounts payable	Amortized cost	Amortized cost
Accrued liabilities	Amortized cost	Amortized cost
Warrant liability	FVTPL	Fair value
Note payable	Amortized cost	Amortized cost
Economic injury disaster loan	Amortized cost	Amortized cost
Income Taxes

The Company applies the asset and liability approach to recording current and deferred taxes. Current income tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for a period. Deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable income is probable. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that includes the enacted or substantively enacted date.

Wi2Wi Corporation	Page 8 Management Discussion and Analysis for the year ended December 31, 2023

Management periodically reviews the Company's provision for income taxes and deferred tax assets and liabilities to determine whether the overall tax estimates are reasonable. When management performs its assessments, it may be determined that an adjustment is required. These adjustments, if required, may have a material impact on the Company's consolidated financial position and profit or loss.

Foreign Currency Translation

The Company's presentation currency is the USD, being the currency in which revenue is generated and significant business activities are conducted. The functional currency of each of Wi2Wi Inc. and Wi2Wi LLC, is their local currency of USD. The functional currency of Wi2Wi (India) PRIVATE LIMITED is its local currency of Rupees. The functional currency of Wi2Wi Corporation is its local currency of Canadian dollars.

Foreign currency translation, transactions in other than the functional currency

Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at the dates of the transactions. As at a reporting date, assets and liabilities denominated in a foreign currency are translated into the functional currency, as follows:

• Foreign currency monetary items are translated using the spot exchange rate in effect at the reporting date; and
• Non-monetaryitems measured at fair value in a foreign currency are translated using the exchange rate(s) in effect as at the date(s) on which fair value was determined.

Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation as at a reporting date of assets and liabilities denominated in foreign currencies are reflected in profit or loss. There were no significant gains or losses arising from transactions denominated in currencies other than the functional currency for the years ended December 31, 2023 and 2022.

Foreign currency translation, non-USD functional currency entities

For the preparation of the consolidated financial statements, all assets and liabilities are translated into the presentation currency of U.S. dollars ("USD") using the foreign exchange rate in effect as at the reporting date with Net and comprehensive income (loss) accounts translated using the average exchange rate for the reporting or applicable period. Translation adjustments arising from changes in exchange rates are reported as a component of other comprehensive income and form part of the cumulative translation account in shareholders' equity. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation account related to that foreign operation is reclassified to profit or loss as part of the profit or loss on disposal.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services, net of expected returns. The Company's performance obligations are satisfied at a point in time.

The Company generally has one performance obligation in its arrangements involving the sale of frequency control and connectivity products. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine control has transferred to the customer, the Company also considers:

• when the Company has a present right to payment for the goods;
• when the Company has transferred physical possession of the goods to the customer;
• when the customer has the significant risks and rewards of ownership of the goods;
• when the customer has accepted the goods.

Significant Judgments

Certain of the Company shipments include a limited return right. In accordance with IFRS 15 the Company recognizes revenue net of expected returns. A few distributors have stock rotation rights and have 60 days after a 12 month period to return inventory, at the Company's approval, from the first order placed for any new product. Returned product has historically been insignificant.

Wi2Wi Corporation	Page 9 Management Discussion and Analysis for the year ended December 31, 2023

Research and Development

Research costs are expensed and development costs are capitalized as an asset if certain criteria are satisfied. The costs incurred in the years ended December 31, 2023 and December 31, 2022 respectively, did not satisfy the criteria and therefore were expensed.

Share-Based Payments

The Company has a stock option plan and issues stock options to directors, employees and other service providers. The fair value of options granted to employees, including directors, is measured at the grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised, if there is any indication that the number of share options expected to vest differs from previous estimates. All share-based remuneration is recognized as an expense in profit or loss with a corresponding credit to reserves. Upon exercise of share options, the proceeds received net of any directly attributable transaction costs and the amount originally credited to reserves are allocated to share capital. Where equity instruments are granted to persons other than employees, profit or loss is charged with the fair value of goods and services received. When the value of the goods or services cannot be specifically identified, they are measured at the fair value of the share-based payment.

Effective May 2017 the Company has a Restricted Share Unit Plan which was established as a method by which equity-based incentives may be awarded to the directors, officers and employees of, and consultants to, the Company to recognize and reward their significant contributions to the long-term success of the Company and to align their interests more closely with the shareholders of the Company.

The fair value of the Restricted Share Units ("RSUs") are measured at fair value at the date of grant and are expensed as compensation costs over the vesting period with a corresponding increase in reserves. Fair value is determined as the average of the highest and lowest selling price of the Company's common stock on the day the RSUs are issued. Upon vesting of the RSUs the amount originally credited to reserves is allocated to share capital.

IFRS

New standards and interpretations adopted January 1, 2023:

Adoption of amendments to IAS 1 Presentation of Financial Statements

Effective January 1, 2023, amendments to IAS 1 Presentation of Financial Statements were adopted with respect to disclosure of the Company's accounting policies. The adoption of the amendments did not result in any changes to the Company's accounting policies, the only impact was to the accounting policy information disclosed in the consolidated financial statements. As a result of the adoption of the amendments, the title of note 4 was changed from "significant accounting policies" which had been used in all previous periods. Where management determined necessary, clarifying language was applied in order to enhance focus on the materiality of a policy, and immaterial policy language was deleted.

Adoption of amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

Effective January 1, 2023, the Company adopted the amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors with respect to the new definition of "accounting estimates". The amendments clarify how measurement techniques and inputs are used to develop accounting estimates, and clarifies the distinction between changes in accounting policies, correction of prior period errors, and when changes are made to accounting estimates, including the facts and circumstances that are considered. The definition of a change in accounting estimates was deleted. The adoption of the amendments did not result in any impact to the Company's financial statements.

New standards and interpretations:

There are no new standards not yet adopted that are expected to have a material impact on the Company's consolidated financial statements.

Non-GAAP Measures

The Company has not used non-GAAP measures in this MD&A.

Risk Factors

The Company's business is subject to significant risks and uncertainties and past performance is no guarantee of future performance. The risks and uncertainties described below are those which the Company currently believe to be material, and do not represent all of the risks that the Company faces. Additional risks and uncertainties, not presently known, may become material in the future or those risks that are currently believed to be immaterial may become material in the future. If any of the following risks actually occur, alone or in combination, the Company's business, financial condition and results of operations, as well as the market price of our common shares, could be materially adversely affected.

Wi2Wi Corporation	Page 10 Management Discussion and Analysis for the year ended December 31, 2023