McCoy Global : 2023 Second Quarter Management's Discussion & Analysis

Q2 2023

TSX:MCB

www.mccoyglobal.com

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Q2 2023

EXPLANATORY NOTES

The following Management's Discussion and Analysis of Financial Results ("MD&A"), dated August 10, 2023, should

be read in conjunction with the cautionary statement regarding forward-looking information and statements below, as well as the audited consolidated financial statements and notes thereto, for the years ended December 31, 2022, and 2021. The annual consolidated financial statements have been prepared in accordance with International

Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All amounts in the following MD&A are in Canadian dollars unless otherwise stated. References to "McCoy," "McCoy Global," "the Corporation," "we," "us" or "our" mean McCoy Global Inc. and its subsidiaries, unless the context

otherwise requires. Additional information relating to McCoy Global, including periodic quarterly and annual reports

and Annual Information Forms ("AIF"), filed with Canadian securities regulatory authorities, is available on SEDAR

at sedar.com and our website at mccoyglobal.com.

FORWARD-LOOKING INFORMATION AND STATEMENTS

This MD&A contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-lookingstatements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking information is often, but not always, identified by the use of words such as "could", "should", "can", "anticipate", "expect", "objective", "ongoing", "believe", "will", "may", "projected", "plan", "sustain", "continues", "strategy", "potential", "projects", "grow", "take advantage", "estimate", "well-positioned" or similar words suggesting future outcomes. In particular, this MD&A contains:

Forward-looking statements relating to McCoy Global's:

• business strategy;
• future development and organic growth prospects;
• competitive advantages; and
• merger and acquisition strategy.

Forward-looking statements respecting:

• the business opportunities for the Corporation that are based on the views of management of the Corporation and current and anticipated market conditions; and
• the perceived benefits of the growth and operating strategies of the Corporation; which are based upon the financial and operating attributes of the Corporation as at the date hereof, as well as the anticipated operating and financial results.

Other forward-looking statements regarding the Corporation are located in the documents incorporated by reference in this MD&A and are based on certain key expectations and assumptions of the Corporation concerning anticipated financial performance, business prospects, strategies, the sufficiency of budgeted capital expenditures in carrying out planned activities, the availability and cost of labour and services and the ability to obtain financing on acceptable terms, which are subject to change based on market conditions and potential timing delays. Although management of the Corporation considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.

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Q2 2023

By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward-looking statements will not be achieved. Undue reliance should not be placed on forward-looking statements, as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in the forward-looking statements, including those set out below and those detailed elsewhere in this MD&A:

• oil and natural gas price fluctuations;
• domestic and foreign competition;
• technology;
• replacement or reduced use of products and services;
• international operations and international trade relations;
• global health crisis;
• major operations disruption due to severe weather events;
• ability to effectively manage growth;
• business mergers and acquisitions;
• insurance sufficiency, availability, and rate risk;
• supply chain disruption and increasing material costs;
• reliance on key persons and workforce availability;
• legal compliance;
• litigation;
• breach of confidentiality;
• shareholder activism;
• safety performance;
• foreign exchange;
• availability of financing;
• raising equity through the issuance of shares;
• customers' inability to obtain credit/financing;
• material differences between actual results and management estimates and assumptions;
• Greenhouse Gas ("GHG") regulations and other climate change related measures;
• change in government administrations;
• conservation measures and technological advances;
• terrorist attack or armed conflict;
• sufficiency of internal controls;
• information security and cybersecurity; and
• challenges by taxation authorities.

Readers are cautioned that the foregoing list is not exhaustive.

The reader is further cautioned that the preparation of financial statements in accordance with IFRS requires management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. These judgments and estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.

The information contained in this MD&A, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of the Corporation. We urge you to carefully consider those factors.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this MD&A are made as of the date of this MD&A and the Corporation does not undertake and is not obligated to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

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Q2 2023

DESCRIPTION OF NON-GAAP MEASURES

Throughout this MD&A, management uses measures which do not have a standardized meaning as prescribed by IFRS and therefore are considered to be non-GAAP measures presented under IFRS.

EBITDA is non-GAAP measure defined as net earnings (loss), before:

• depreciation of property, plant and equipment;
• amortization of intangible assets;
• income tax expense (recovery); and
• finance charges, net.

Adjusted EBITDA is a non-GAAP measure defined as net earnings (loss), before:

• depreciation of property, plant and equipment;
• amortization of intangible assets;
• income tax expense (recovery);
• finance charges, net;
• provisions for (recovery of) excess and obsolete inventory;
• other losses (gains), net;
• restructuring charges;
• share-basedcompensation; and
• impairment losses.

Net cash is a non-GAAP measure defined as cash and cash equivalents,

• plus: restricted cash;
• less: borrowings.

The Corporation reports on EBITDA and adjusted EBITDA because they are important measures used by management to evaluate performance. The Corporation believes adjusted EBITDA assists investors in assessing McCoy Global's current operating performance on a consistent basis without regard to non-cash, unusual (i.e., infrequent, and not considered part of ongoing operations), or non-recurring items that can vary significantly depending on accounting methods or non-operating factors.

Adjusted EBITDA is not considered an alternative to net earnings or loss in measuring McCoy Global's performance. Adjusted EBITDA does not have a standardized meaning and is therefore not likely to be comparable to similar measures used by other issuers. Adjusted EBITDA should not be used as an exclusive measure of cash flow since it does not account for the impact of working capital changes, capital expenditures, debt changes and other sources and uses of cash, which are disclosed in the consolidated statements of cash flows.

The Corporation reports net cash as it is an important measure used by management to evaluate liquidity. The Corporation believes net cash assists investors in assessing McCoy Global's current liquidity on a consistent basis taking into consideration cash and cash equivalents, restricted cash, and borrowings.

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