Pool Safe : Q3 2022 MD&A - September 30, 2022

Management Discussion and Analysis

September 30, 2022

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Introduction

The following interim Management Discussion & Analysis ("Interim MD&A" or "MD&A") of Pool Safe Inc. (the "Company" or "Pool Safe") for the nine-months ended September 30, 2022 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since the Management Discussion & Analysis ("Annual MD&A") for the fiscal period ended December 31, 2021.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company's Annual MD&A, audited consolidated financial statements for the periods ended December 31, 2021 and December 31, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited consolidated interim condensed financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of November 24,2022, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

During the year ended December 31, 2017, the Company became a reporting issuer in Ontario, British Columbia and Alberta as explained in the Overview section. The common shares of the Company are listed for trading on the TSX-Venture Exchange (the "TSX-V") under the trading symbol POOL. This MD&A is dated as of August 25, 2022.

Additional Information

Additional information relating to the Company is on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

Overview

Pool Safe was a privately held corporation, which was incorporated on October 27, 2011 pursuant to the Business Corporations Act (Ontario). Pool Safe was a privately held corporation until April 24, 2017, the date which Pool Safe completed its listing requirements and became publicly trading on the TSX-V.

At the beginning of September 2022 Pool Safe Inc. appointed Nils Kravis as Executive Chairman of the Company. His leadership and extensive branding and marketing experience in the hospitality industry will be of significant benefit as Pool Safe continues to grow and expand its client base.

Since joining, Mr. Kravis has completed a strategic review and developed a new plan that included rebranding and relaunching the PoolSafe product along with introducing a new CRM (customer relationship management) platform that will allow the Company to develop an ideal sales process map that will lead to new marketing and sales initiatives. The third key initiative he is introducing is a software upgrade of the Pool Safe operating software

Pool Safe Inc. | Management Discussion & Analysis - September 30, 2022

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that will make it an interactive IOT (internet of things) device.

The Company has hired 7 Communications to develop a fresh suite of marketing tools for a rebranded PoolSafe product including:

• Development of a new, foundational brand platform that consists of a strategic narrative, a compelling product name and a complete identity package;
• A redesign of the website that will leverage the new brand platform, feature enhanced content and focus on inbound lead conversion, and;
• Creation of complimentary, photographic, video and brochure content that can be leveraged in multiple sales channels.

On November 15, 2022, the PoolSafe was rebranded as "Loungenie", and the product was relaunched at the IAPPA Expo in Orlando, Florida.

The Company has also contracted with Tangible Words, who are HubSpot implementation specialists to lead the CRM development and implementation. The Marketing Hub software will help Pool Safe grow traffic, convert more visitors and run complete inbound and outbound marketing campaigns at scale. Sales Hub CRM software will help Pool Safe get deeper insights into prospects and automate repetitive tasks and close more deals, faster.

Since 2012 Pool Safe Inc. has been driving incremental revenues for hotels, resorts, cruise lines and waterparks, while increasing guest satisfaction. Their premium multi-purpose product "Loungenie" is a functional piece of furniture installed in VIP cabanas and exclusive indoor and outdoor lounge areas. Loungenie features a service call button, a lockable compartment for guest electronics and valuables, USB charger, an ice bucket and beverage holders. These features fill a need in their guests' out of room experiences and create multiple resort revenue sources from daily rentals and incremental food and beverage sales. Loungenie is a solutions-based approach to driving revenue for their customers while delivering a product that their guests will love, which is what sets them apart from their competitors.

The Company's primary source of revenue comes from its revenue share partnerships. Under this model the Company and its customers create a partnership by executing a three-year Revenue Share Agreement ("RSA"). There is no upfront capital cost to the Company's partners and a portion of the revenue earned through VIP seating or cabana rentals are shared. With this, the Company also offers a data broadcast system, which includes a touch screen application installed in the customers' food and beverage area and the call button on each Loungenie. The touch screen alerts their staff when a guest has pressed the Loungenie call button. Each Loungenie is unique, thus enabling the Company's customers to respond directly to their own customer needs. The Company continues to research and develop a Loungenie application ("app") product. The app would connect directly to the Point of Sale ("POS") system of the resort and will enable guests to place their own food and beverage orders directly in addition to gaining access to other amenities offered at the resort location. The app would be specific to each Loungenie unit. The Loungenie also provides for branding and customization opportunities. Each Loungenie can be equipped with a branded lift-lid and a media wrap which will enable the Company to generate additional revenue while enhancing brand awareness. The Loungenie also provides additional revenue streams including product rental fees within VIP areas, an increase in food and beverage orders as well as optional media advertising. The Company also sells the Loungenie unit outright.

Throughout the 2018 year, Pool Safe Inc. developed new hardware and software technology which enables two- way communication between the Loungenie, its data base gateway and the Cloud. The Company is currently in the process of tendering a request for proposal for new technology partners to upgrade the Loungenie software to enable two way data transfers and to make the Loungenie an IOT (internet of things) device. As an IoT enabled appliance, the Loungenie will be able to collect usage information and deposit it into an archive in the Cloud, for

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later mining and potential monetization. The new software will also be able to monitor and manage battery health and interior/exterior temperatures which will allow for suggestive selling push notifications. For the Company's portfolio of current and future revenue share partnerships, the Loungenie's food and beverage long range, low power, wireless connectivity technology ("LoRa") facilitates a wider service coverage area. Unlike WiFi, which has a 100-foot range, the LoRa technology has a range of up to 1.2 kilometres and is embedded within the Loungenie and does not require the property to add or make changes to their current infrastructure. Pool Safe Inc. will continue to add new services to its already feature rich design.

Key Performance Indicators

Key performance indicators that the Company uses to manage the business and evaluate its financial results and operating performance include number of units deployed, new customers and net new units, net investment in equipment, monthly revenues and expenses, average yields, unit build costs and net income. The Company evaluates its performance on these metrics by comparing the actual results and normalized results to management budgets, forecasts and prior period performance.

Recent Events

At December 31, 2020, the Company issued a $460,000 principal amount of unsecured convertible debentures (the "Debentures") and had promissory notes of $67,000 outstanding. In Q1 2021, the Company issued 3,162,000 commons shares to the holders of this debt, to extend the maturity term of the debt to May 2023. In Q2 2021, the Company issued 11,500,000 shares to extinguish the Debentures and 1,675,000 shares to extinguish the promissory notes. Further, the Company issued 871,510 shares in payment of $34,860 of accrued interest related to these debts.

At December 31, 2020, the Company reported $370,766 due to Intrexa Ltd., against a credit agreement with for a secured revolving credit facility of $1 million to be advanced in instalments. This facility enables the Company to access funds for the purchase of inventory, in addition to some working capital requirements in a manner that is very shareholder friendly. No longer constrained by access to capital, management will be able to actively move forward to conclude numerous revenue-sharing opportunities with hotels, resorts and water parks around the world. In the 2021 year, the Company repaid $188,466 and drew a further $279,400 against this facility.

In May 2021, the Company entered into a Financing Agreement for a senior secured loan of $500,000. The Company issued 1,600,000 warrants in conjunction with the Senior Secured Loan. The loan is due December 31, 2022 and bear interest at 12% per annum. The warrants were valued at $24,598 using a Black-Scholesvaluation option model and are considered a cost of issuance. The warrants are being accreted against the loan balance, as interest, over the term of the loan. This loan is subordinate only to the revolving line of credit.

On August 31, 2022, the Company announced the closing of the first tranche of the previously announced non- brokered debenture financing, being the issuance of 675 Debenture Units for gross proceeds of $675,000. Each Debenture Unit consists of (a) one $1,000 face value debenture ("Debenture"), and (b) 28,500 common share bonus warrants of the Company (the "Financing Warrants"). The Debentures mature thirty-six months from the date of the issuance, and bear interest at a rate of eight percent (8%) per annum. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.05 for a period of 36 months from the closing date of the Debenture Financing (the "Closing Date"). If at any time the Common Shares trade at higher than $0.15 per Common Share (on a volume weighted average basis) for a period of 20 consecutive trading days (the "Early Expiry Event"), the Company has the right to accelerate the expiry date of the Financing Warrants by providing the holder with written notice of an Early Expiry Event (the "Early Expiry Notice"). The period whereby the holder is entitled to exercise any portion of outstanding Financing Warrants shall expire 30 calendar

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days following the date on which the company provides Early Expiry Notice to holders. Furthermore, if a portion of the Debentures are repaid during the first year following the Closing Date, a proportional number of the Financing Warrants shall have their term reduced to the later of one year from the Closing Date and 30 days from repayment of that portion of the Debenture. The lead investor (the "Lead Investor") of the Debenture Financing has their Financing Warrants expire on the date that is 37 months after the Closing Date. The Lead Investor shall also have an Early Expiry Date of 60 calendar days following the date on which the Company provides Early Expiry Notice.

In 2020, the Company experienced a considerable slowdown due to COVID19, with many of its revenue share partners staying closed throughout the year while other were required to reduce occupancy at their facilities. In the midst of this unprecedented global pandemic, the Company partnered or sold 83 PoolSafe units while maintaining a presence at waterparks throughout North America. These results were significantly lower than the anticipated revenue share partnerships and direct sales.

In the first nine months of 2022 the Company installed 297 new units into service with revenue share partners as well as upgraded many Loungenie units, at partner sites, with a new locking system and doors. At September 30, 2022, the Company has 727 Loungenie units in service.

Change in Board of Directors

On August 12, 2021, Gillian Deacon joined the Pool Safe Board of Directors. Ms. Deacon brings over 10 years of integrated marketing experience across brand, experiential, partnership, and content marketing. Based in NYC she is the Senior Director of Partnership Strategy at Oak View Group ("OVG"), the largest developer of sports & entertainment facilities in the world, with over $4.5 billion committed spend on new arena developments in various prime global locales.

On August 30, 2022, Nils Kravis joined the Board and was appointed Executive Chairman. Mr. Kravis is an accomplished senior executive with deep and diverse experience in developing people, culture, and brands within the hospitality industry. He led and managed Kelsey's International Inc., a former Toronto Stock Exchange listed company, and successfully steered their expansion from 30 to 214 locations, increasing sales from $56 to $240 million. Mr. Kravis and his team were awarded Canada's Restaurant Company of the Year in 2001. In addition, he was recognized by his industry and was awarded the Gold Award of Excellence as Canada's Top Foodservice Executive in 2014. As the former president, Chief Executive Officer and Chief Operating Officer of numerous organizations, Mr. Kravis has held many functional roles within various organizations. Mr. Kravis has managed companies with teams from as small as five to as large as 12,500 employees. He is a 30-year member of the Young Presidents' Organization and has also been an active member of their hospitality network.

Selected Financial Information

The table below summarizes key operating data for the last three fiscal years.

	Year Ended	Year Ended	Year Ended
	December 31, 2021	December 31, 2020	December 31, 2019
	$	$	$
Total revenue	254,939	264,888	416,309
Cost of sales	424,793	241,989	276,723
Operating costs	449,008	654,480	854,100
Net and comprehensive loss	(618,862)	(631,581)	(714,514)
Total assets	873,536	670,128	824,652

Pool Safe Inc. | Management Discussion & Analysis - September 30, 2022