CVW CleanTech : 2022 Year End Report MDA

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2022

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with CVW CleanTech Inc.'s ("CVW CleanTech" or the "Company") audited financial statements and notes thereto for the year ended December 31, 2022. This MD&A has been prepared as of April 20, 2023. CVW CleanTech is a development stage company whose common shares are listed on the TSX Venture Exchange under the symbol "CVW". This MD&A and the audited financial statements and comparative information have been prepared and approved by the Board of Directors (the "Board of Directors") of the Company in accordance with International Financial Reporting Standards ("IFRS"). All financial measures presented in this MD&A are expressed in Canadian dollars unless otherwise indicated.

Additional information and the above referenced material is available on CVW CleanTech Inc.'s website at www.CVWCleanTech.comor on SEDAR at www.sedar.com

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Table of Contents
Nature of Business	3
Selected Annual Information	4
Liquidity and Capital Resources	6
Selected quarterly and annual results	7
Research and Development Expenditures	8
General and Administrative Expenditures	11
Market Opportunity	15
Financial Instruments and Financial Risk Factors	17
Related Party Transactions	19
Off Balance Sheet Arrangements	20
Additional Disclosure for Venture Issuers Without Significant Revenue	21
Discussion of Risks	21
Critical Accounting Estimates and Judgements	33
Outstanding Share Data	35
Forward looking information or statements and cautionary factors that may affect future results	36

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Nature of Business

CVW CleanTech is a clean technology innovator that has developed a suite of technologies to serve the mining sector of the oil sands industry. Creating Value from Waste™ ("CVW™") technologies allow oil sands mining operators to extract valuable commodities from froth treatment tailings, to reduce greenhouse gas emissions and enhance tailings management. Recovering additional bitumen and solvents from the existing froth treatment tailings stream provides incremental revenue, helping increase oil sands mining profitability. Critical minerals, such as zircon and titanium, may also be recovered from froth treatment tailings, providing a new source of revenue for operators. These minerals have been highlighted by the Alberta and Canadian government as crucial to the development of Canada's low carbon economy.

The Company expects recovery of valuable products from waste streams will also result in important and timely environmental and economic benefits for the oil sands mining industry. Environmental benefits include a reduction in GHG (greenhouse gases or "GHGs") emissions at the host oil sands mining operator site. When residual amounts of hydrocarbons biodegrade in a tailings pond, GHGs are released, primarily methane, which is known to have a global warming potential at least 25 times as potent as carbon dioxide when considering its impact over 100 years. By recovering bitumen and solvents that otherwise would be lost in tailings waste, methane emissions from tailings ponds can be significantly reduced. Remediation of oil sands mining tailings is a priority for all stakeholders, including industry, community members, government, regulators and investors. CVW CleanTech's technology enhances tailings management and delivers environmental benefits by producing a lower volume of tailings with a cleaner composition for deposition. Canada's oil and gas industry has set ambitious targets to address these issues and CVW™ technologies can help them achieve these goals.

CVW CleanTech is also actively reviewing diversification opportunities to enhance our technology portfolio and identify additional value add opportunities. These include examining how the Company's technologies and resources could be applied in the clean technology industry, more broadly. Diversifying in this fashion, while retaining a focus on clean technology and the role it plays within decarbonization and the circular economy, has the potential to accelerate the growth of the business across multiple sectors and geographies while transforming the company into a leader in the clean tech space.

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Selected Annual Information

The following table presents a summary of selected annual financial information in accordance with IFRS:

		December 31,	December 31,	December 31,
		2022	2021		2020
	Net Loss	$4,405,000	$2,272,000		$3,387,000
	Net loss per Share	$0.04	$0.02		$0.04
	(Basic & Diluted)
	Cash and cash equivalents	$6,958,000	$408,000		$2,656,000
	Total assets	$7,068,000	$617,000	$2,699,000

All figures rounded to the nearest $1,000, except per share amounts.

Over the past year, CVW CleanTech has made numerous advances. In the first quarter of 2022, the business was recapitalized with a $5 million private placement. In connection with this financing, new directors were appointed to the Board. These leaders have taken action with new strategies to advance the commercialization of CVWTM technologies. A key priority for the business and a continuing focus is to ensure that commercial scale deployment of CVWTM technologies in the oil sands mining sector moves ahead in a timely fashion and delivers value to CVW CleanTech's shareholders. Our business development activities have broadened to include engagement with the major mining oil sands operators.

Throughout the year, our technical team reviewed a number of iterations and developed new options for the commercial deployment of CVWTM technologies, such as phasing the development of the hydrocarbon and mineral recovery modules. We are also exploring options to build multi‐user centralized mineral separation facilities to achieve economies of scale and increase our project's returns. CVW CleanTech has developed possible financing structures for these CVWTM projects, which have been prepared to offer oil sands mining operators alternatives that will meet their corporate financing needs and preferences, while utilizing CVW CleanTech management's experience in capital structuring. These financial proposals are designed to provide CVW CleanTech with long‐term cash flow, retention of our CVWTM intellectual property and provide attractive returns to oil sands mining operators and CVW CleanTech. Oil sands mining operators will receive robust economic returns from additional commodity recovery coupled with operational and environmental benefits that come with the 'Creating Value from Waste' technology.

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During the third quarter of 2022, we welcomed our new CEO, Akshay Dubey. To date, he has led business development and investor relations initiatives, which we expect will help to position CVW CleanTech as a leader in environmentally sustainable technology solutions. In seeking to diversify and create value for our investors, CVW CleanTech is actively considering diversification strategies that will position us as a leader in the clean tech commodity space. We are evaluating options to achieve this goal, as we seek to identify business opportunities that are complementary to our own Creating Value from WasteTM technologies and branding.

In the fourth quarter of 2022, we completed a second private placement financing, raising $1.4 million in capital. Cash generated from financing activities totalled $9.9 million for the year ended December 31, 2022, whereas there were no cash inflows from financing activities in either of 2021 or 2020.

We have been fortunate to welcome Mr. Pierre Lassonde, a highly respected Canadian entrepreneur and the co‐founder of Franco Nevada Corporation, as a special advisor to the CEO and Board of Directors. Mr. Lassonde's expertise and strategic insights will be particularly valuable in the areas of clean energy and sustainable investment.

For the year ended December 31, 2022, CVW CleanTech reported net losses of $4.4 million or $0.04 per share. Non cash charges recognized for stock‐based compensation expense totalled $2.1 million in 2022, whereas the amounts for stock‐based compensation expense were significantly lower in prior years (2021

• $101,000; 2020 ‐ $323,000).

We continue to monitor the sources of government grants and similar funding opportunities that promote development of our commercial applications. At the date we have a commercial agreement in place with an oil sands mining operator, we expect to apply for government funding with the Strategic Innovation Fund, including the Net Zero Accelerator, the Sustainable Technology Development Fund and Emissions Reduction Alberta. The more recently announced Canada Growth Fund and the clean technology fund with the Business Development Bank of Canada are exciting possible future partners which we will be investigating further. We are also exploring how the recently announced Clean Manufacturing Investment Tax Credit targeting critical mineral production could apply to a future CVWTM project with critical minerals recovery. Our existing funding and relationships with many of these agencies and the Clean Growth Hub are expected to help streamline future application processes.

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