ONESOFT SOLUTIONS INC.

2022

Q2

Management's Discussion & Analysis Three and Six months ended June 30, 2022

Q2 2022 MANAGEMENT DISCUSSION & ANALYSIS JUNE 30, 2022

This Management's Discussion and Analysis ("MD&A") is dated August 17, 2022.

INTRODUCTION

This MD&A of the results of operations, cash flows and financial position as at and for the three and six months ended June 30, 2022 should be read in conjunction with the unaudited, condensed interim financial statements and accompanying notes for the three and six months ended June 30,2022 and the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. The financial statements and additional Company information are available to view on www.sedar.com. References in this MD&A to "OneSoft", the "Company", "OSS", "us", "we", and "our" mean OneSoft Solutions Inc. and its subsidiaries, unless the context otherwise suggests.

The Company's consolidated financial statements are prepared in accordance with International Financial Reporting Standards and include the accounts of OneSoft and its wholly owned subsidiaries, OneBridge Solutions, Inc., OneBridge Solutions Canada Inc. and OneCloudCo Limited. OneSoft's shares trade on the TSX Venture Exchange in Canada, under the symbol "OSS", and are listed on the OTCQB market in the USA, under the symbol "OSSIF".

This MD&A contains forward-looking information based on certain expectations, projections, and assumptions. This information is subject to many risks and uncertainties, many of which are beyond the Company's control. Users of this information are cautioned that actual results may differ materially. Readers are directed to the "Risks and Uncertainties" on page 12 of this document and to the "Advisory Regarding Forward Looking Information" on page 16.

DEFINITIONS USED IN THIS DOCUMENT

Financial Periods referred to in this document:

  • "Fiscal 2021" means the twelve-month period January 1 through December 31, 2021.
  • "Q1 2021" means the three-month period January 1 through March 31, 2021.
  • "Q2 2021" means the three-month period April 1 through June 30, 2021.
  • "Q1 2022" means the three-month period January 1 through March 31, 2022.
  • "Q2 2022" means the three-month period April 1 through June 30, 2022.
  • "H1 2021" means the six-month period January 1 through June 30, 2021.
  • "H1 2022" means the six-month period January 1 through June 30, 2022.

"ARR" means annual recurring revenue from SaaS subscriptions, data ingestion, Microsoft Azure and specialized functionality module fees associated with CIM, which may repeat each month but in varying amounts. ARR is comprised of: (a) fixed recurring revenue, which includes CIM subscription fees that vary nominally over a contract subscription period; and (b) repeating revenue, which varies month to month depending upon the number of pipeline inspection files ingested each month and the use of optional software functionality by clients. Reported ARR includes only revenue recognized in a period. It does not reflect the total contractual amount of revenue to be provided by customers in future periods.

"Azure" is Microsoft's cloud computing service which offers a range of software-as-a-service (SaaS), platform-as-a-service (PaaS) and infrastructure-as-a-service options for deploying applications and services on Microsoft-managed data center infrastructure. OneSoft's software products have been designed to be deployed and operated on Microsoft Azure, a cloud platform which features ninety plus cyber security compliance certificates.

"CIM" or "Cognitive Integrity ManagementTM is the Company's software-as-a-service software solutions that address the end- to-end business process flow of oil and gas pipeline integrity processes including assessment planning, integrity compliance, dig management, threat monitoring, data management and analyses of the various datasets that apply to asset integrity. CIM is comprised of several modules, as follows:

  • "ILI Management" is the Company's first software module developed that automatically normalizes (irrespective of the multiple data schemas used by different ILI vendors over decades), ingests, aligns and analyzes pipeline in- line inspection (ILI) data files using data science and proprietary machine learning algorithms. Revenue generation from ILI Management commenced in January 2017.
    Management believes this module is revolutionary when compared with legacy processes currently used. Legacy ILI data matching typically requires multiple weeks for highly trained engineers or consultants using Excel spreadsheets to align and analyze only a subset of data from two ILI data sets (i.e., the most current and next most current ILI datasets) and thereafter apply that sample analysis to extrapolate predictions for the remainder of the pipe being analyzed. Typical costs for consultants to perform this task with legacy systems vary between US $5,000 and $8,000 to match two ILI data sets, depending upon the volume of data that is aligned and matched.
    CIM ILI Management automatically ingests and aligns 100% of the data, for any number of ILI datasets, in only minutes or hours (depending upon the volume of historic data being analyzed), essentially by dragging and dropping the ILI data files onto CIM and pressing a key to start the process. In addition to significant time and cost

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savings, CIM analytics to assess pipe conditions are greatly improved by using 100% of the data collected over time, compared to extrapolating results from only sample data points from two ILI data sets.

  • "CIM Core" is the Company's second software module that addresses the core operational logistics and regulatory compliance functions that pipeline operators need to perform to operate their pipelines. CIM Core functionality includes ILI Management; Assessment Planning; Dig Management (including selection of PIG vendor and management of excavations, inspections and repairs); Threat Monitoring; GIS Data Correlation; Logistical System and Process Management Systems; and extensive Reporting and Data Visualization functions.
    After using and validating the Company's ILI Management software during 2017, Phillips 66decided to provide their on-premise software and IP that they used to conduct pipeline integrity management processes (which they developed over the course of approximately 15 years) along with funding assistance, for OneSoft to integrate into CIM to operate on Microsoft's cloud platform. This became the Company's second revenue generating module in 2019, and provides functionality required by all pipeline operators.
    CIM Core's capability to store and align disparate data allows holistic integration of departmental operations and enables capability to query big data for unique relationships. For example, a user can identify all instances where a crack and a dent near a girth-weld exist on pipelines situated within high consequence areas which encompasses ILI, pipe properties, map and regulatory data by querying a single database, rather than combing through siloed, un-aligned and unconnected data sets.
    Mandatory regulatory compliance requirements call for certain highly complex data relationship assessments. Garnering input from early adopter clients, CIM Core now contains algorithms and queries that can detect and report on nearly 300 pipeline threats and excavation criteria, inclusive of both regulatory and operator best practices.
  • "CIM Platform" is the data hub structure that evolved from CIM ILI and CIM Core modules, wherein data ingestion, normalization and analytics capabilities were enhanced to process the various additional data sets that pipeline operators use to perform other aspects of pipeline asset and operational management. The architecture of the CIM Platform was initially determined using "frog" design software concepts introduced during our collaborative work with Microsoft at Accelerator in 2016 and optimized to leverage big data management and analytics using machine learning and cloud computing. Management believes that our approach uniquely differentiates OneSoft from other O&G software vendors, who still perpetuate legacy software development methodologies that favor stand-alone modules destined to operate in siloed fashion, without capability to deliver CIM-type benefits. Although it is foundational to the Company's other CIM modules, the CIM Platform by itself has not yet been commercialized for revenue generation.
  • "Corrosion Management" means the Company's software module currently under development to address internal and external corrosion, with data management and analytics for corrosion coupons, sampling, pigging, transported material flow velocity and flow mode, chemical usage and external pipeline corrosion caused by elements in the atmosphere and surrounding environment. Corrosion Management data is correlated to ILI data to monitor trends, forecast chemical spend and pipeline forecasted life to determine overall corrosion mitigation effectiveness. When completed, this module will be marketed using the Consumption Economics model.
  • "Crack Management" means the Company's software module currently under development to assist pipeline operators with data analytics concerning integrity and threat management associated with pipeline cracks, generally in accordance with recommended operating practices pursuant to API RP 1176 and both US and Canadian regulations. When completed, this module will be marketed using the Consumption Economics model.
  • "Risk Management" means the Company's quantitative risk software module currently under development. Risk Management embeds C-FERTechnologies' nine probabilistic threat models into CIM (External Corrosion; Internal Corrosion; Stress Corrosion Cracking; Manufacturing-Related Defects; Welding/Fabrication Defects; Equipment; Third Party / Mechanical Damage; Weather & Outside Force; and Incorrect Operation) which collectively address pipeline operations regulation ASME B31.8S. When completed, this module will be marketed using the Consumption Economics model.
  • "Geohazard Management" means the software module currently being researched in the Company's Innovation Lab to assess seismic, earth movement, soil and water factors that contribute to potential pipeline strain and failures. The Company has not yet committed to develop and commercialize Geohazard Management, pending further technical and market due diligence that is currently ongoing. If it is completed, this module will be marketed using the Consumption Economics model.

"Cloud computing" is the delivery of computing services-including servers, storage, databases, networking, software, analytics, and intelligence-over the Internet ("the cloud") to offer faster innovation, flexible resources, and economies of scale. Customers

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generally pay only for the cloud service components they use, helping to lower operating costs, run infrastructure more efficiently, and provide scale as the business needs change.

"Consumption Economics" means a SaaS deployment and fee model wherein certain software functionality will be accessible for use by CIM users on an as-required basis. CIM users may be charged a fixed monthly fee for access and / or a variable fee based on usage.

"Deferred Revenue" means prepayments from customers for the use of CIM. "Deferred Revenue - Current" is expected to be recognized in revenue in the next 12 months and "Deferred Revenue - Non-current" is expected to be recognized in revenue after the ensuing twelve months.

"ESG" means Environmental, Social and Governance. ESG criteria are used by socially conscious investors to screen potential investments, based on how a company manages its impact on the environment, maintains relations with stakeholders and how the Board of Directors and management govern the Company to ensure its effectiveness and continuing compliance with all related laws and regulations.

"GIS" means geographic information system, which spatially connects objects (e.g., pipeline assets) to a map.

"HCA" means "High Consequence Area" which is defined by the U.S. Department of Transportation as an area where pipeline releases could have the most significant adverse consequences for human health and safety, damage to personal or commercial property or environmental degradation.

"IFRS" means International Financial Reporting Standards.

"IC" means internal corrosion, which occurs due to environmental conditions inside steel pipelines wherein deterioration of metal from oxidation of the iron results in metal loss and potential strength loss that can cause pipeline failures.

"ILI" means inline inspection of pipelines. ILI tools, or "PIGS" (pipeline inspection gauges) are tools equipped with distance measuring and condition measuring devices that are placed in a pipeline and propelled from a launch valve to a receiving valve by the product (typically oil or gas) to inspect pipelines for evidence of internal or external corrosion, deformations, laminations, cracks, or other defects. There are more than 50 PIG vendors who provide various measuring technologies such as magnetic flux leakage ("MFL") and ultrasonic ("UT").

"IoT" means the Internet of Things which describes groups of physical objects (each an "IoT Device") that are embedded with sensors, processing capability, software or other technologies that connect with and exchange data with other devices and systems over the internet for data communication and analysis. In the pipeline industry, IoT may involve connecting devices such as rectifiers, test posts and leak detection devices to the internet to facilitate remote monitoring and in some cases remote control.

"IM Operations" means the Integrity Management business unitpurchased from Mesa Products, Inc. Assets acquired include software technology and solutions, all assignable rights to current and prospective customers, certain computer equipment and other assets and a highly experienced team of employees with deep domain expertise and strong customer relationships whom we believe can help OneBridge expedite its go-to-market plans with OneBridge risk solutions. IM Operations during the past two decades involved provision of services regarding certain pipeline integrity quantitative and probabilistic risk assessments and risk management for high consequence areas , using its proprietary RIPL software solutions augmented with consulting services. OneBridge assumed operational control of IM Operations effective July 1, 2022. The Company's intention is to convert the manual components of RIPL software using machine learning and data science to deliver such services on a SaaS platform, in accordance with current CIM protocols.

"IP" means intellectual property.

"Management" means the senior executive management team of OneSoft, which include the Company's CEO, COO, CFO and Presidents of the Company's operating subsidiaries.

"Minimally Viable Product" or "MVP" is a core component of the software development methodology described by Eric Ries in his book, The Lean Startup. Utilization of the MVP concept is based on a "build-measure-learn" concept to incorporate customer learnings and feedback from the outset to ensure that development resources and efforts expended address only software functionality that is required and desired by customers. OneSoft has used the Lean Startup and MVP methodologiesto develop its solutions throughout its development of the CIM platform.

"O&G" means oil and gas.

"OneSoft" means OneSoft Solutions Inc. and includes the accounts of OneSoft and its wholly owned subsidiaries, OneBridge Solutions, Inc., OneBridge Solutions Canada Inc. and OneCloudCo Limited.

"Other Revenue" means revenues from services such as CIM Production Trials, commissions, software development fees that are invoiced to third parties and miscellaneous other project fees, which may recur at irregular intervals.

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"PIG" means pipeline inspection gauge, a device that is fitted with sensors to detect features (valves, girth welds, etc.) and anomalies (e.g., corrosion and other pipe wall loss conditions) as it travels along the pipeline, usually propelled by the product in the pipeline. Data captured between the launch and receive valves is stored during the PIG run and subsequently retrieved for analysis and comparison to data captured in prior PIG run(s) on the same pipeline segment.

"Production Trials" (formerly referred to as "Proof of Concept") are part of the Company's sales process and refers to limited time use of CIM by prospective customers for the purpose of testing, applicability, and assessment of CIM functionality, using their own data.

"SaaS" means software-as-a-service.

"SOC 2" refers to the comprehensive internal control reporting framework developed by the American Institute of Certified Public Accountants for service organizations. OneBridge Solutions has engaged an independent third-party auditor to assess and test the internal controls the Company has established in and around its CIM solution relating to criteria of security to ensure the Company complies with the SOC 2 set of standards. Certification of compliance with SOC 2 is intended to meet the demands of customers who seek detailed information and require assurance about internal controls prior to their approval of CIM for their internal use and uploading of their confidential data into it. The Company anticipates being certified to SOC 2 Type 2 standards by December 31, 2022.

"SME" means subject matter expert.

OVERVIEW

OneSoft Solutions Inc. is a leading provider of software solutions which enable oil and gas pipeline companies to extract and unlock value from their unused and underused company data to improve decision making regarding safety, operational logistics and regulatory compliance matters, the benefits of which reduce risks and operational costs. OneSoft provides scalable, state-of-the-art SaaS solutions that leverage advanced data science and machine learning, operating on Microsoft's Azure cloud computing platform.

Data analysis performed by pipeline companies currently relies primarily upon inefficient manual work using Excel-based spreadsheets and/or, in some cases, company-developedon-premise software solutions wherein numerous data sets used in decision-making are siloed, unconnected and not aligned. OneSoft aggregates multiple company datasets into one large database. We have first-mover advantage with our new technology solutions and generally compete today for market share with industry vendors who promote the legacy systems that generally require extensive manual inputs from company employees and/or consultants to operate.

Adoption of OneSoft's solutions provide customers with the capability to aggregate, align and analyze various data sets that pipeline companies require to operate their assets efficiently. Pipeline integrity management is complex, requiring analyses of multiple large data files. Oil and gas pipeline companies operate in a highly regulated environment due to the potential damage caused by pipeline release events and may suffer costly pipeline shutdowns and assessment of large fines imposed by regulators if compliance is not maintained. OneSoft's solutions automate the ingestion, normalization and alignment of big data, with advanced capability to filter the data to identify potential threats to pipelines and facilitate threat mitigation, risk reduction and compliance with regulatory standards, including "audit-readiness" at all times.

All commercial business operations are conducted through the OneSoft's wholly owned subsidiaries. Revenue is generated using a SaaS deployment model. All products are developed using Microsoft's Cloud technologies and operate on the Azure cloud platform which computing centers are available worldwide and have the utmost in data security.

HIGHLIGHTS OF QUARTER ENDED JUNE 30, 2022

Technology

The Company progressed its technology development roadmap in accordance with Management's expectations during the quarter. On June 29, 2022 the Company released its new Internal Corrosion Managementsolution for general market sales. The Company continues to work on new product development for products that we believe will increase future revenue opportunities.

Customer Events, Marketing and Sales

Marketing and sales activities during the quarter included hosting of the first in-person customer event in Houston since the Covid shutdown; several on-line product seminars and numerous other marketing and sales activities involving potential customers in North and South American, European, Middle East and Australian regions, which we believe will result in new sales in future periods.

Management is pleased with the response from existing customers who use our solutions, most of whom are highly referrable and helpful to our pursuit of new customers. Their experiences with our CIM solutions, which increase operational efficiencies, reduce operational costs and improve decision-making as a result of operationalizing unused and under-used data, are shared with their industry peers and provide compelling justifications to consider and adopt CIM.

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OneSoft Solutions Inc. published this content on 22 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 August 2022 22:35:05 UTC.