ImagineAR : Management Discussion and Analysis for the Period Ended May 31, 2022

ImagineAR Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

July 29, 2022

For the nine months ended May 31, 2022 and 2021

In

F

Head Office

#510 - 580 Hornby Street, Vancouver, British Columbia, Canada, V6C 3B6

Telephone: [phone]

Email: [e-mail]

1. INTRODUCTION

The Management's Discussion and Analysis ("MD&A") of operating results and financial position for the nine months ended May 31, 2022 and 2021 is supplementary to and should be read in conjunction with the condensed interim consolidated financial statements and related notes for the same period as well as the audited consolidated financial statements and related notes for the financial years ended August 31, 2021. Copies of these documents can be found on the SEDAR website at www.sedar.com. The MD&A is intended to help readers understand the dynamics of our business and the key factors underlying our financial results. The MD&A and the consolidated financial statements were approved by the Board of Directors on July 29, 2022.

2. FORWARD-LOOKINGINFORMATION

This document contains forward-looking statements which reflect management's current expectations about future events and financial and operating performance of the Company. Words such as "may", "will", "should", "could", "anticipate", "believe," "expect, "intend", "plan", "potential", "continue" and similar expressions have been used to identify these forward-looking statements. Forward-looking statements contained in this document may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. These statements reflect management's current views with respect to future events or conditions, including prospective financial performance, financial position, and predictions of future actions, plans or strategies. Certain material factors and assumptions were applied in drawing our conclusions and making these forward-looking statements. These statements reflect management's current views, beliefs and assumptions and are subject to certain inherent risks and uncertainties. Factors that could cause actual performance to differ materially include, but are not limited to:

• ability to develop or acquire new technology;
• competition in the market;
• development of new software products;
• economic growth and fluctuations;
• proper performance of our applications;
• the protection and privacy of personal information which we hold;
• the risks associated with credit extended;
• capital expenditures;
• changes in accounting policies and estimates;
• exchange rate fluctuation between the US and Canadian dollar;
• human resource matters, including recruitment and retention of competent personnel; and
• the ability to raise capital.

The above (and other) factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward-looking statements. See "Risks and Uncertainties" below and the section entitled "Risk Factors". Should one or more of these risks or uncertainties materialize, or should the assumptions underlying our projections or forward-looking statements prove incorrect, our actual results may vary materially from those described in this MD&A as intended, planned, anticipated, believed, estimated or expected. We do not intend and do not assume any obligation to update these forward-looking statements whether as a result of new information, plans, events or otherwise, unless required by law. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

3. COMPANY OVERVIEW

ImagineAR Inc. (formerly Imagination Park Technologies Inc.) ("the Company") is a public company domiciled in Canada incorporated in British Columbia under the laws of the Business Corporation Act (BC, Canada) on October 11, 2011. On April 17, 2019, the Company was continued under the Canadian Business Corporations Act. The Company's head office is located at #510 - 580 Hornby Street, Vancouver, BC, V6C 3B6.

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The Company's core business is to deliver engaging and interactive digital content to users through a cloud- based enterprise augmented reality ("AR") platform with a brand name of ImagineARTM. The self-publishing AR platform can integrate into mobile app as a Software Development Kit ("SDK") or provided as a white-label mobile app.

Since March 1, 2019, the Company transitioned ImagineARTM software development from San Diego, California to Canada to reduce monthly expenditures and leverage a new development partner's mobile app expertise. ImagineARTM functionality, features, and architecture have been significantly improved with regular mobile app version releases providing new features as enhanced AR Scavenger Hunts, Reward Cards, and API's. In calendar year 2020-2021, the Company was focused on selling SDK integrations with existing mobile apps, white label mobile app, and custom WebAR solutions. Unfortunately, Covid-19 has negatively impacted the global sports and live events marketplace and therefore greatly reduced the Company revenue expectations for 2020-2021. With this new pandemic paradigm continuing thru 2021, the Company continues to receive requests for demonstrations from organizations in brands, sports, and the entertainment marketplace. The Company has been focusing on the global sports marketplace, especially the soccer leagues, and was a winner of the STA 2021 Category Award Winner - Fan Engagement.

About ImagineARTM Product Suite

ImagineARTMis the consumer AR mobile app that allows the user to visualize the AR content once it is activated through the ImagineARTM Client Web Dashboard. The activated content can be in the form of an image, text or video. ImagineARTM can also deliver AR rewards, sweepstakes and create AR scavenger hunts. The mobile app is available for free in both the IOS and Android mobile app stores.

ImagineARTM SDK/API - Companies can integrate the ImagineAR™ platform with their existing mobile app. Larger companies and brands, who have significantly invested in their mobile app, can easily create AR immersive campaigns to further expand consumer usage, activation, and downloads. These products will be available through an annual license or revenue sharing agreement from the Company.

ImagineAR White-Label Mobile App - The ImagineAR mobile app can be custom branded for specific companies. It is a full function mobile app for both IOS and Android providing unlimited AR Visual and GPS activations, Scavenger Hunts, Reward Cards, and Sweepstakes. This is sold as an annual license agreement or revenue sharing agreement.

ImagineARTM Cloud- Centralized content management system where the content is securely stored and managed. This past year, the Company made significant upgrades and enhancements to the Cloud to provide for true globalization of AR immersive activations.

The ImagineAR product suite bridge the gap between the upcoming Metaverse digital world and real-world experiences. The SDK integrated into mobile apps allow the users to scan real-world objects to unlock useful and entertaining content. The application also allows users to create their own AR content. The Company also provides professional content services that can take the form of gaming content (scavenger hunts, score boards, sweepstakes etc.) or custom content (3D modelling, video animation, brand logo imaging etc.)

The AR experiences could be self-published to the ImagineARTM mobile app, ImagineARTMSDK, or a white label app developed by the Company. The Company will charge users a Software as a Service ("SaaS") recurring monthly licensing fee for the use of the ImagineARTM mobile app or an annual recurring licensing fee for the SDK and white-label mobile app. Alternatively the Company will enter into a revenue sharing agreement with clients.

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The Company has been marketing the ImagineARTM platform to the sports industry, music, brands live events, and the retail marketplace.

FameDays.com is the next generation patented Metaverse e-greeting card platform focusing on virtual celebrations with celebrities, sports stars, entertainers and influencers. Retail Prices range from $5USD - $20USD per each greeting message including Birthday, Anniversary, Thanksgiving, Christmas, Newborn Baby, New Year, SuperFan and many more. FameDays.com is one of the first-ever celebrity hologram e-greeting platforms in the world and is based upon the patented ImagineAR™ platform for global sports teams and brand clients delivering immersive AR consumer and fan engagements. Initial Talent includes Baseball Hall of Fame Member David Ortiz, Football Superstar Von Miller, Pro Wrestler & Strongman World Champion Adam Scherr, TV Star Blake Hortsmann, Denver Broncos Football Stars Brandon McManus & Courtland Sutton, and Baseball SuperStars Pete Alonso and Johnny Damon. This platform went live April 2022.

Recent client agreements and news include:

On September 28, 2021, the Company was named as a respondent in a Notice of Hearing by the B.C. Securities Commission. The B.C. Securities Commission has begun administrative proceedings against investor relations company Stock Social Inc. and its principal, West Vancouver's Kyle Alexander Johnston, for multiple disclosure failures in its advertising. The BCSC claims that Stock Social posted favourable material on-line for several companies, but did not clearly state that the postings were disseminated on behalf of the companies. Mr. Johnston also arranged for several social media "influencers" to promote the stocks, the BCSC claims.

The allegations are contained in a brief notice of hearing that the BCSC released on Tuesday, Sept. 28. In addition to Mr. Johnston, the BCSC has named five public companies as respondents as well as representatives of those companies, including the Company.

The case centres around investor relations work that Stock Social did for the five companies between August, 2016, to March, 2018. It prepared advertising that went out through several websites, generally written in the style of a news article, the BCSC says. The material appeared on Stock Social's website and other sites affiliated with it, according to the hearing notice.

The problem, as set out by the BCSC, is that the material did not follow the rules for promotional publications. It did not "clearly and conspicuously" state that the companies themselves were behind the advertising (such disclosure is mandatory for stock market advertising in most jurisdictions). Some of the advertising did contain disclaimers, but the print of those disclaimers was in a small font, the BCSC contends.

The BCSC also complains about social media posts that Stock Social issued about some of the companies. According to the hearing notice, it hired social media influencers (people with a large following on social media services such as Twitter who will promote a posting for a fee). Those influencers received instructions on what to post and when, the BCSC says. As with the other advertising, this material failed to properly disclose the fact that the ads were done at the request of the companies, the BCSC contends.

The BCSC has set a hearing date on January 2022. Also named in the hearing notice are five individuals who had roles with the various companies during the period at issue including; Chad McMillan, who was a consultant to ImagineAR at the relevant time.

On March 7, 2022, the Company announced a multi-year partnership agreement with newly formed professional wrestling organization 'Control Your Narrative' (CYN). This agreement is for ImagineAR to be the official metaverse sponsor for CYN providing a custom AR immersive mobile app and for the talent roster to record FameDays e-greeting holograms. This agreement is a revenue sharing partnership for all augmented reality activations and sponsorships.

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On April 5, 2022, the Company announced a multi-year ImagineAR SDK licensing agreement with Fanmaker to integrate SDK into the Professional Bull Riders' (PBR) mobile app, PBRewards. PBR will utilize the technology to engage with both fans and partners. Using the PBR Mobile app, fans can take pictures and videos with holograms of riders, appearing as if they are really standing next to these athletes, and instantly share the content in social media. PBR partners can also deliver immersive activations at PBR competitions, such as AR Treasure Hunts, for fans to win prizes.

The PBRewards mobile app is available free in the iTunes and Google Play store. The AR integration is scheduled to launch at PBR World Finals beginning May 13, 2022.

On April 7, 2022, the Company announced an ImagineAR SDK licensing agreement with ArcTouch to integrate the AR Platform into an immersive app experience for a Fortune 500 consumer products company.

ArcTouch designs and develops lovable apps, websites and smart products to help companies forge meaningful connections with their customers. Every day, hundreds of millions of people engage with the digital experiences we help create. ArcTouch works with companies of all sizes, from the Fortune 500 to influential startups, including 3M, Hawaiian Airlines, McCormick, Lucid Motors, Quizlet, and more. Our client's apps have been featured by Apple and Google and have received numerous awards.

On April 12, 2022, the Company announced the signing of three-year SDK licensing agreements with the Indoor Football Team's Arizona Rattlers & Tucson Sugar Skulls for Fanmaker integrate its Augmented Reality SDK Platform into their mobile apps that are available in the iOS and Android mobile app stores. This agreement is a revenue sharing partnership for all augmented reality activations and sponsorships.

On April 12, 2022, the Company announced the live launch of FameDays.com and the FameDays app, a new e-greeting hologram platform that allows fans to virtually meet and interact with their favorite stars by stepping into the metaverse. FameDays instantly delivers life-size holograms of famous athletes and other celebrities to any location, anywhere in the world to deliver celebratory greetings for life's special moments.

Using FameDays.com or the FameDays app, fans can instantly deliver an e-greeting from top stars in sports and entertainment. Recipients can then take their photo or record a video with the virtual version of their favorite star as if they were standing alongside them in real life, and instantly share the content on social media. FameDays greetings are available for a variety of occasions including birthdays, anniversaries, holidays, gender reveals and much more, all at an affordable price ($20 or under).

4. NATURE OF CONTINUANCE OF OPERATIONS AND GOING CONCERN

The condensed interim consolidated financial statements were prepared with the assumption that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. Continued operations of the Company are dependent on the Company's ability to receive financial support, complete additional debt or equity financing, or generate profitable operations in the future. The Company believes it will be able to raise the necessary funding to continue operations; however, there is no assurance that these funds will be available on terms acceptable to the Company or at all.

At May 31, 2022, the Company had a net working capital of $971,018 (August 31, 2021 - $3,875,754).

These events and conditions result in a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. The consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company's

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